Baron Funds - Baron Capital Management
Transcription
Baron Funds - Baron Capital Management
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 September 30, 2015 Quarterly Report Letter from Ron ® 600,000 workers worldwide, more than 300,000 in Germany alone. Volkswagen is the largest employer in Germany and one of that nation’s most important businesses. “With more than 300,000 Berkshire employees, Buffett can almost guarantee that someone is doing something wrong somewhere in our business.” Charles Munger. Vice Chairman. Berkshire Hathaway. Berkshire Hathaway’s 50th Annual Meeting. May 2015. Volkswagen apparently was unable to simultaneously meet increasingly stringent auto emissions and greater fuel economy standards required by regulators without adding materially to the cost of its diesel cars and negatively impacting its performance. Volkswagen’s diesel engines achieved fuel economy, an important feature to consumers, only by cheating with “emissions test defeating” software. The emissions tests were administered by testing companies hired and paid by Volkswagen. The tests took place in laboratories, not on roads, and used different car models than were sold to the public! Berkshire Hathaway’s culture encourages its employees to “do the right thing.” In a 1991 letter to employees of a business in which Berkshire was an investor, Buffett wrote, “Whenever an employee of our business is contemplating an act, that individual should ask himself whether he would be willing to see it described by an informed and critical reporter on the front page of a local newspaper that is read by his spouse, children, and friends.” Efforts to deceive its regulators, customers or employees will not be tolerated by Berkshire and its two senior executives. This principle is ingrained in the firm’s culture. It is because those two individuals want to “do the right thing.” It is also because Buffett’s and Munger’s perspective developed over their lengthy careers has reinforced their belief that Berkshire’s reputation will make a greater contribution to its sustainable profitability than any attempt to improperly maximize its short-term profits. Munger has commented “that is why Berkshire has an 800-number for our people to contact us if they are worried something isn’t right.” Volkswagen’s culture seems to be much different. On September 23, 2015, following discussions that lasted months between U.S. regulators and Volkswagen about the car company’s diesel emission test results, the automobile manufacturer recanted its assertion that it had done nothing wrong. Volkswagen then admitted it had purposely installed “emission test defeating” software in more than 11 million diesel powered cars it had manufactured and The big question, in our minds, is that since many individuals may likely have known that Volkswagen’s software illegally permitted RONALD BARON CEO AND CHIEF INVESTMENT OFFICER sold between 2009 and 2015. Without this software, nitrous oxide emissions by Volkswagen’s diesel powered automobiles would have tested 35-40 times higher than permitted by law! Nitrous oxide is a pollutant that poses significant health dangers. Probably dozens, perhaps hundreds, of Volkswagen’s engineers and executives developed and installed this software. Many more probably knew about it. “Where were the whistleblowers?” Volkswagen is the largest automobile manufacturer in Europe. It produces 10 million cars annually. The company employs more than 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 8 13 17 21 25 29 33 37 41 45 53 57 62 66 70 Letter from Ron violation of emissions and fuel economy standards, why didn’t anyone say anything? Where were the whistleblowers? Did Volkswagen’s culture, like that of General Motors’ regarding its faulty ignition switches and Toyota’s regarding its faulty braking systems, condition them to obey authority despite understanding they were aiding and abetting business executives to intentionally violate the law? “It comes from the top.” Steve Cutler. General Counsel. J.P. Morgan. Former Director of Enforcement. U.S. Securities and Exchange Commission. 1993. In 1993, the former SEC’s Director of Enforcement tried to explain that the culture of a business is created by its senior executives. That is why those executives and their general counsels take such care to outline “roadmaps” for employees’ behavior rather than provide them with explicit “directions.” It is also the job of senior executives to hire individuals having good character. “Character is what you do when you think no one is watching,” according to Roy Furman, the Vice Chairman of Jefferies, the institutional investment banking firm. Roy has been my friend since I met him in 1969 when I applied for my first job as a Wall Street securities analyst…which I didn’t get at his firm. Anyway, every year Roy now welcomes Jefferies’ new employees with a brief talk. “Reputation is what you earn from everything you do,” he tells his recruits. “Most individuals feel their interview ends when they get a job. That is not true. Your interview continues throughout your career. Everyone is watching everything you do every single day. Those actions create your reputation. That is also an ‘interview.’ ” It is shocking to me that at large firms like Volkswagen, General Motors, Toyota, and many others…when many had to know their firm was doing something wrong, no one spoke up! A friend of mine is a senior partner at one of New York’s top law firms. He recently visited me for lunch. He told me he had significant liquidity and wanted to consider investing some of it with us. As our lunch meeting was ending and he was preparing to leave, he told me that he invests based on his assessment of an individual’s character and a firm’s culture. I was proud when he told me he was going to invest with us. He chose to invest with us for the same reason we choose to invest in businesses…our assessment of executives’ characters and firms’ cultures. We believe this approach provides us 2 with a competitive advantage over passive investors who do not do this. to conclusions about with whom we should invest. “It’s all about investing in people.” Jay Pritzker. Founder. Hyatt Corporation. 1975. “When the map differs from the terrain, suggest you go with the terrain.” Admiral Eric T. Olson, U.S. Navy (Ret’d), Former Commander, U.S. Special Operations Command. Director. Under Armour. 2015. One benefit of investing with Baron Funds is that before, during, and after we invest in businesses, we “Question Everything.” In fact, questioning everything is so integral to our investment process that we have made “Question Everything” the theme of our annual conference this year that will take place on November 6, 2015. Questioning everything is what gives us confidence to “invest in people,” another tenet of our investment process. For example, we have made a significant effort to understand Tesla’s culture by tirelessly questioning its executives. As a result, it is unimaginable to me that if a car part or an assembly process wasn’t exactly “right” and potentially compromised the safety of Tesla passengers, that Elon Musk would lie about it. This is regardless of whether it cost his business millions to correct a problem or he had to miss projected car deliveries in a quarter and Tesla’s stock price would be negatively impacted for a period. Under Armour’s Kevin Plank wants to make the best products to help athletes perform better. That’s what his brand stands for. He wants kids who wear his gear to feel like Superman. He believes that it is necessary to make the highest quality products to protect his brand. If he doesn’t get it right, he fixes it. Regardless of the cost. All that you need to do to come to that conclusion is talk to Kevin. Another 40-something-year-old entrepreneur who is building a business by “doing the right things” is Inovalon’s Dr. Keith Dunleavy. Keith provides unique health care data and analytics to insurers and health care providers. He spends significant amounts every year so that better and more effective care at lower cost can be provided to all of us. He tolerates no shortcuts. It would be unimaginable for Hyatt Chairman Tom Pritzker and his tireless 52-year-old CEO Mark Hoplamazian to alter software to avoid paying room taxes or to do anything else improper. Further, Tom and Mark have empowered their employees to do whatever is necessary to “fulfill the needs and desires of their guests.” This is to enhance the value of the Hyatt Hotels’ brands. They give their employees “a roadmap, not directions how to get there.” I am certain knowing Tom and Mark for many years it would never cross their minds to do anything improper. By questioning everything we come Admiral Eric T. Olson is an Under Armour Board member. During a recent conversation between Kevin Plank, Under Armour’s CEO, Michael Baron and me, we asked Kevin how he makes difficult tactical decisions. He answered by relaying the above advice he had received from Admiral Olson which I thought was so interesting, I have since been looking for a place to write about it. Former Secretary of State Hillary Clinton, the current frontrunner for the 2016 Democratic Presidential nomination, recently countered criticisms that she was “constantly changing positions to satisfy political needs rather than in response to her core beliefs.” You “cannot be impervious to evidence of changed circumstances” was how she put it. Sort of another way to make Admiral Olson’s point. At the start of the 2016 election campaign for President, several Republican candidates proposed that Congress repeal Dodd-Frank. The Dodd-Frank Act is the financial reform legislation that became law in 2010. After watching a recent interview with former Federal Reserve Chairman Bernanke, I thought Admiral Olson’s advice and Secretary Clinton’s answer were appropriate retorts to suggestions that Dodd-Frank be repealed. Among other things, Dodd-Frank increases regulation of the financial derivatives that played such an important role in bringing our nation’s banking system to its knees during the 2008-09 financial crisis. According to former Fed Chairman Bernanke, Dodd-Frank, coupled with more stringent bank capital requirements and rules designed to curb risk taking by banks, limited systemic risk during volatile markets this fall. Since America’s banks have been recapitalized with equity and their activities as principals have been significantly constrained, banks and our financial system were little impacted by recent volatile markets. The dramatic decline in the price of oil and other commodities in 2015 preceded the 200 basis point repricing of high-yield debt markets last month. The financial distress of commodity trading firm Glencore and the “emission September 30, 2015 Letter from Ron cheating” software scandal at Volkswagen would likely have wreaked havoc on the more leveraged banking system infused with counterparty risk as it was constituted in 2008. It seems to us that the “Invisible Hand” theory introduced by Adam Smith in 1759 is not applicable in all circumstances in today’s highly complex financial system. Regardless, Republican Presidential candidates, in the midst of an election campaign, continue to propose to eliminate banking regulation implemented since The Great Recession of 2008-09. Their politicized proposals ignore the fact that the actions of the Fed during the credit crisis and the regulation that followed are precisely what saved and strengthened our economy. Increased regulation has also provided safeguards to withstand future shocks. Since being recapitalized, banks have virtually eliminated their risk businesses, and, in many ways, have become more like utilities. We think the proposals of Presidential candidates to repeal Dodd-Frank are the result of their looking at another “map,” without realizing the “terrain” now differs from that map. We believe our economy at present is on more secure footing. At Baron, we go with the terrain. Baron Investment Conference 2015. November 6, 2015. Metropolitan Opera House. New York City. We hope you will be able to attend our 24th annual investment conference on November 6th. For those of you who can’t attend, you will be able to watch the live webcast on the Baron Funds website (except for entertainment, which we are contractually prevented from streaming). You can get a sense of our meeting by watching CNBC’s Squawk Box that morning from 6 a.m. to 8:30 a.m. EST. CNBC’s Andrew Ross Sorkin and I will be interviewing several executives with whom Baron Funds has invested and with whom we expect to make a lot more money...although, we obviously can’t promise that. Andrew will also interview me on Squawk Box live from the conference that morning. We like to say, “We invest in people.” We hope when you attend our annual conferences or watch us on CNBC or visit our website, you will gain a better understanding of the businesses in which we invest, and the character and talent of the executives who run them as well as the people who work at our Firm. Thank you for joining us as fellow shareholders in Baron Funds. We will continue to work hard to justify your confidence in us. See you in November. Respectfully, Ronald Baron CEO and Chief Investment Officer October 23, 2015 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 September 30, 2015 Hyatt Hotels Corp. Inovalon Holdings, Inc. Tesla Motors, Inc. Under Armour, Inc. Baron Asset Fund 1.6 1.3 Baron Growth Fund 0.7 5.2 Baron Opportunity Fund 1.0 3.5 1.3 Baron Partners Fund 5.2* 2.3* 8.6* 0.4* Baron Focused Growth Fund 7.0 Baron Real Estate Fund 3.0 11.7 * % of Long Positions. At September 30, 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. Portfolio holdings may change over time. 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 This time of year there is a lot happening. College football, NFL football, the World Series, NHL hockey, the NBA, political debates; plus we have Hillary Clinton’s emails, Donald Trump’s hair, and the return of Homeland. Similarly, there has been much happening in the news and the markets, both in the U.S. and globally. In the U.S., the presidential race commands the headlines, and we have the continuing distress of gun violence. From overseas we have news about displaced refugees and the continuing strife in Afghanistan, Iran, and Iraq. There is a global economic slowdown, driven mostly by weakness in the Chinese economy and its ripple effect on other emerging markets; commodity prices are causing whiplash; recent U.S. job market reports have been unexpectedly weak; and the Fed continues to delay raising rates. The markets finished down for the quarter, and the VIX has made a return to the headlines. This has caused uncertainty, and thus anxiety, which can lead to bad decision making by investors. People tend to sell after the market has gone down, and buy after the market has gone up. We think this is because people tend to panic and make rash, short-term investment decisions. As always, we think it is important to have a long-term perspective, regardless of the markets. We think Baron Funds is a good place to be. So here are the top 10 reasons to invest – or invest more - in Baron Funds. 1. We Focus on People We invest in people. We believe that people are the key drivers of a successful business: the people who run the companies in which we invest and the people who work at Baron. We look for people who are smart, hardworking and ethical; people we trust and admire. When we evaluate new investments, we interview company executives thoroughly and extensively. Strong, visionary management is one of our four main investment criteria. We try to find honorable and inspiring leaders who we believe can make businesses grow, even in difficult times. Since we usually stay invested for a long time, we spend significant amounts of time with management teams, and this gives us the opportunity to know them well over the years. When we hire, we carefully select employees who share both our entrepreneurial spirit and our approach to investing and serving clients. We believe this will help us continue to make successful investments and serve our clients well. And we make sure that our employees learn and grow and are recognized for their hard work. 2. We Have Seasoned Research and Business Teams We believe that the experience of our team sets us apart. Our portfolio managers have been in the industry between 14 and 45 years. Our analysts’ research experience is about 11 years, on average. Our senior management team members have spent between 15 and 45 years in their fields. But to us experience is not just a number of years spent in the industry. It is the quality of the experience that we think makes a difference for long-term value creation. Many of our employees have spent a large portion of their careers at Baron. This has enabled them to understand, master, and improve our investment and business processes. Others had impressive track records at industry-leading companies before joining Baron. We have multiple portfolio managers and analysts who have been widely recognized for their skills and achievements. Our team has navigated through multiple market and economic cycles and, more importantly, has reflected on and learned from the challenges and opportunities that we have faced along the way. Almost two-thirds of our 4 LINDA MARTINSON CHAIRMAN, PRESIDENT AND COO research and portfolio management team has worked together longer than 5 years and a third has been working together for at least 10 years. 21% of our entire staff has been at the firm longer than 10 years, notwithstanding that so far this year we added 16 new employees, and 24 last year. This has led to a highly collaborative, creative and well-synchronized organization. 3. We’ve Built a Smarter Team We think one of our strongest competitive advantages is that we have a lot of women at Baron. 48% of our employees are women. Moreover, 63% of our employees in leadership roles are women, compared to about 10%, on average, of senior roles in long-only institutional asset management. As Adam Grant and Sheryl Sandberg wrote in the New York Times (12/6/14), “When more women lead, performance improves.” The article continues, “A comprehensive analysis of 95 studies on gender differences showed that when it comes to leadership skills, although more men are confident, women are more competent.” Another New York Times piece, by Anita Wooley, Thomas Malone and Christopher Chabris (1/16/15), entitled “Why Some Teams are Smarter Than Others,” describes the three characteristics from a study that distinguished the smarter teams from the rest. One of the characteristics: the teams with more women outperformed teams with more men. In this study, it was not a question of having diversity (equal numbers of women and men) on the team; it was having more women than men. The skills that the women, in particular, brought to the table were communication and the ability to read complex emotions in others. We think we have built a pretty strong team. And, by the way, the women at Baron have not sacrificed motherhood for their careers. Baron has been remarkable in allowing the women here to “have it all.” About 50% of the Baron women are moms, including me (I have three children). 57% of the women leaders in the firm are moms. Yes, this is a great place to work (see reason # 5 below). 4. Diversity Gives Us an Edge We have a diverse group of employees. We think our different backgrounds and experiences add enormous value and perspective. Reflecting much of September 30, 2015 life in New York City, we are multi-cultural. Aside from English, we speak or read 27 different languages. About half of our employees speak more than one language. 17% of our employees speak Spanish. French or Russian is spoken by 6% of our employees. The next most prevalent languages spoken are Hebrew, Cantonese, Hindi, Mandarin, Yiddish, Italian, Ukrainian, Polish and Gujarati. We also have employees who speak or read Vietnamese, Bulgarian, Marathi, Rajasthani, Arabic, Portuguese, Albanian, Serbo-Croatian, Tamil, Slovak, Azerbaijani, Turkish, Czech, Macedonian, and German. 25% of our employees were born outside the U.S. We root for 21 different NFL teams, although not surprisingly, 40% of our staff are Giants fans (we are New Yorkbased after all). We attended some 88 different colleges, with the great University of Pennsylvania having the highest representation (including me). Letter from Linda attractive to our research team too. It allows our analysts to really get to know the businesses they cover and become experts in their areas. We believe that long-term perspective allows us to find better investments and manage our portfolios more efficiently. We do not evaluate our investments based on their most recent quarterly results. Rather, we take an integrated approach and dig deep in each business to assess its growth potential for the next five (and more) years. This helps us mitigate risk, differentiate between quality information and noise. It also allows us to take advantage of overlooked opportunities by short-term oriented investors. This is what we call Baron’s time-risk arbitrage. We think diversity makes for a better team. No football coach wants a team comprised entirely of wide receivers. As a testament to our long-term commitment, we have invested in our business for the future, including extending and expanding our office lease until 2045 and adding more space for future growth. 5. Baron is a Great Place to Work 7. We’ve Had a Long and Consistent Track Record Over the years, we have strived to assemble and champion a team of highly intelligent people driven by genuine professional passion and sharing Baron’s core values. We believe that the best way to stimulate productivity and personal development is by providing our employees with a congenial work environment and a good work/life balance. We have been managing long-only equity portfolios for over 30 years. Seven of our funds are older than 10 years, and six of our funds are older than 15 years. At Baron, we maintain a non-hierarchical, informal environment where everybody is accessible. We encourage transparency and open communication and that’s why our office space has an open layout and transparent glass walls. Our organization thrives on collaboration, so we promote the open exchange of thoughts and ideas. People are friendly and respectful of each other which makes work even more pleasant and effective. We also participate in team sports like softball and basketball, and we have our special “Thirsty Thursdays” where we all get together to share a little food and something to drink. Our office space is designed with our employees in mind. We have an abundance of natural light, and the spectacular city views are shared by the entire staff. It is a place where people look forward to coming in the morning rather than leaving at night. Yet, we ensure that our employees have enough time for their personal lives too, as we realize that is also important for higher productivity and employee satisfaction. Baron is a place of people who are proud of what they do and where they work. No wonder we have been able to attract talented employees and retain them for years. 6. We Have a Long-Term Perspective At Baron, we apply our long-term perspective to everything we do, on both the investment and operational sides of our business. We do not believe that short-term actions will lead to sustained successes in the long run. When we hire people to work at Baron, we look for people we believe want to stay for a long time rather than “job hoppers.” Our long-term investment approach is We have steadily grown our business into a solid institution that manages growth equity portfolios for the long term. From two employees in 1982 to 145 employees as of September 30, 2015, our Firm has constantly expanded, through both good and challenging times. We have invested in our growth, adding staff every year and building our infrastructure to improve our operational and research capabilities. During the Great Recession, when many businesses laid-off employees and slowed down capex, we added research and operational staff, launched new products, and expanded our office space. Most of Baron’s current senior management team has been at the Firm for over 25 years. Baron’s consistency in leadership has been a key factor in ensuring efficient and effective processes and a disciplined approach to investing. Baron’s investment philosophy is shared by all our portfolio managers, and it is constantly reinforced through collaboration and mentoring. Our 13 mutual funds may invest in different equity classes and geographies, but they all share the same seasoned investment process and philosophy. The Baron Funds have consistently outperformed their respective benchmark indices and their average peers over the long term. Our oldest Funds have experienced several market cycles, including the dot com bubble and the financial crisis. With the exception of Baron Fifth Avenue Growth Fund, each Fund has been managed by the same portfolio management teams over these long periods, which we believe is one of the main reasons for the consistency of the results. With respect to Baron Fifth Avenue Growth Fund, we replaced the manager in November of 2011. 5 Letter from Linda Seasoned* Baron Funds - Performance vs. Primary Benchmarks as of 9/30/2015 based on the performance of each Fund’s institutional share class 10-Year Returns Fund Style Morningstar Category US OE Small Growth Baron Adjusted Small-Cap Morningstar Small Growth Growth Category US OE Mid-Cap Growth Smid-Cap US OE Mid-Cap Growth Growth Mid-Cap US OE Mid-Cap Growth Growth Large-Cap US OE Large Growth Growth All-Cap US OE Mid-Cap Growth Growth US OE Mid-Cap Growth Name Baron Small Cap Fund Inception Fund Primary Date Age (yrs) Benchmark 9/30/1997 18.0 Russell 2000 Growth Index Average Annualized Periods % Time In Excess Excess Return Outperforming Top Half Return Since Inception 84/97 87% 90% 3.09% 4.25% Baron Growth Fund 12/31/1994 20.7 Russell 2000 Growth Index 119/130 92% 95% 5.00% 5.71% Baron Growth Fund Baron Focused Growth Fund 12/31/1994 20.7 Russell 2000 Growth Index 119/130 92% 92% 5.00% 5.71% 5/31/1996 19.3 Russell 2500 Growth Index 101/113 89% 98% 4.20% 3.56% Baron Asset Fund 6/12/1987 28.3 Russell Mid Cap Growth Index 151/220 69% 80% 0.65% 1.46% 11.4 Russell 1000 Growth Index 0% 0% –1.31% –1.21% 23.7 15.6 Russell Mid Cap Growth Index 161/165 98% Russell 3000 Growth Index 68/68 100% 98% 100% 3.29% 4.93% 3.39% 2.50% Baron Fifth Avenue 4/30/2004 Growth Fund Baron Partners Fund 1/31/1992 Baron Opportunity Fund 2/29/2000 0/18 Source: Morningstar Direct, Baron Capital. % Time In Top Half measures the fraction of time a fund ranked in the 50th percentile or better in its respective Morningstar category. Statistics are based on monthly rolling returns. Average excess return figures are annualized. *Seasoned: Ten years of consecutive track record or longer. 8. We Believe in Transparency and Communication Transparency of our business and the way we think about investing are reflected in our quarterly reports, our website, and other materials we publish. Every year we have an annual conference for our investors, which includes hearing from four or five CEOs of portfolio companies and question and answer sessions with our research team. The conference enables our investors to “kick the tires” of their investments (our tires). We put a lot of effort and thought into the production of our communications to inform our investors how we think about our portfolios because we want our shareholders and clients to understand why we invest in particular stocks and how we think about building our portfolios. Collectively, our employees1 have over $240 million invested in our mutual funds. A large portion of employee assets are through retirement plans or deferred compensation and retention plans that have appreciated over the many years held. The Firm has an additional $225 million invested in the Baron Funds. Almost all of our employees are invested in our mutual funds. Almost half of our employees have over $100,000 invested, and all members of senior management each have greater than $2 million invested in our Funds. Every member of our research staff invests in our Funds. Every portfolio manager is invested in his own Fund, as well as Funds managed by his Baron peers. Our interests are aligned with those of our clients and shareholders; we are on the same team. 10. We Have Great T-shirts Our weighty quarterly reports contain information about the performance of our Funds and a discussion of particular stocks so that our investors are up-todate about our portfolios. Our portfolio managers also share their thoughts on their portfolios and current market events, among other things. Ron’s cover letter usually gives additional insights about companies and people who have made an impression on him. My letters typically discuss current industry topics, our internal processes (and a lot of references to sports). We pay particular attention to the quality of the information provided in our reports and other publications and go through a tight process of checks and edits. We constantly try to improve what we produce and the timeliness of the production. We do all of this because we want our investors to understand what we do. We keep trying to do it better, and on a more timely basis. 9. We Have Skin in the Game When we invest in companies for our clients, we look for high ownership levels by management teams, so that management’s interests are aligned with ours. Similarly, we believe in aligning our interests with those of our clients and shareholders. Our Code of Ethics prohibits our employees from investing in individual securities. We do this to avoid any potential conflicts of interest, or even the appearance of a conflict of interest. We encourage our employees to invest in mutual funds – hopefully ours - and we impose a minimum holding period on those investments. 1 6 Employees who have been at the Firm for longer than one year. Our t-shirts will be available to our shareholders and investors at the November conference and thereafter by emailing [email protected]. Sincerely, Linda S. Martinson Chairman, President and COO October 23, 2015 September 30, 2015 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. 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, Global Advantage 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 September 30, 2015: 1-year, 2.11%; 5-years, 13.39%; 10-years, 7.52%. Annual expense ratio for the Institutional Shares as of September 30, 2014 was 1.04%. Baron Growth Fund’s annualized returns as of September 30, 2015: 1-year, 1.51%; 5-years, 13.46%; 10-years, 7.71%. Annual expense ratio for the Institutional Shares as of September 30, 2014 was 1.04%. Baron Small Cap Fund’s annualized returns as of September 30, 2015: 1-year, (4.08)%; 5-years, 11.29%; 10-years, 6.88%. Annual expense ratio for the Institutional Shares as of September 30, 2014 was 1.04%. Baron Opportunity Fund’s annualized returns as of September 30, 2015: 1-year, (2.38)%; 5-years, 9.26%; 10-years, 8.09%. Annual expense ratio for the Institutional Shares as of September 30, 2014 was 1.08%. Baron Partners Fund’s annualized returns as of September 30, 2015: 1-year, (0.03)%; 5-years, 15.07%; 10-years, 8.31%. Annual expense ratio for the Institutional Shares as of December 31, 2014 was 1.26% (comprised of operating expenses of 1.06% and interest expense of 0.20%). Baron Fifth Avenue Growth Fund’s annualized returns as of September 30, 2015: 1-year, 0.72%; 5-years, 13.20%; 10-years, 6.09%. As of September 30, 2014, annual operating expense ratio for the Institutional Shares was 1.08%, but the net annual expense ratio was 1.05% (net of the Adviser’s fee waivers). Baron Focused Growth Fund’s annualized returns as of September 30, 2015: 1-year, (3.78)%; 5-years, 9.91%; 10-years, 8.35%.* As of December 31, 2014, annual operating expense ratio for the Institutional Shares was 1.09%. *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. If a 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 a Fund’s level of participation in IPOs and secondary offerings will be the same in the future. Definitions (provided by BAMCO, Inc.): The Russell 2000® Growth Index is an unmanaged index that measures the performance of small-sized U.S. companies that are classified as growth. The Russell 2500™ Growth Index measures the performance of small to medium-sized companies that are classified as growth. The Russell Midcap® Growth Index is an unmanaged index of those Russell Midcap medium-sized companies that are classified as growth companies. The Russell 1000® Growth Index is an unmanaged index that measures the performance of large-sized U.S. companies classified that are classified as growth. 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 Morningstar US OE Mid-Cap Growth Average is not weighted and represents the straight average of annualized returns of each of the funds in the Mid-Cap Growth category. As of September 30, 2015, the category consisted of 755, 587 and 446 funds for the 1-, 5-, and 10-year periods. Morningstar ranked Baron Asset Fund Retail Share Class in the 42nd, 30th and 47th percentiles, respectively, and ranked Baron Asset Fund Institutional Share Class in the 39th, 23rd and 41st percentiles, respectively, in the category. Morningstar ranked Baron Growth Fund Retail Share Class in the 46th, 28th and 40th percentiles, respectively, and ranked Baron Growth Fund Institutional Share Class in the 44th, 22nd and 37th percentiles, respectively, in the category. Morningstar ranked Baron Partners Fund Retail Share Class in the 62nd, 8th and 30th percentiles, respectively, and ranked Baron Partners Fund Institutional Share Class in the 59th, 5th and 26th percentiles, respectively, in the category. Morningstar ranked Baron Opportunity Fund Retail Share Class in the 81st, 88th and 33rd percentiles, respectively, and ranked Baron Opportunity Fund Institutional Share Class in the 80th, 86th and 31st percentiles, respectively, in the category. Morningstar ranked Baron Focused Growth Fund Retail Share Class in the 89th and 82nd percentiles, for the 1- and 5-year periods, and ranked Baron Focused Growth Fund Institutional Share Class in the 88th and 79th percentiles, respectively, in the category. The Morningstar US OE Small Growth Category Average is not weighted and represents the straight average of annualized returns of each of the funds in the Small Growth category. Morningstar moved Baron Growth Fund from the Small Growth Category effective May 31, 2011 to the Mid-Cap Growth Category. The Fund’s investment mandate has been and continues to be investing in small cap growth stocks for the long run. We intend to continue to provide comparative performance data for the Small Growth Category because we strongly disagree with Morningstar’s reclassification of the Fund. As of September 30, 2015, the category consisted of 722, 579, and 408 funds for the 1-, 5- and 10-year time periods. Morningstar ranked Baron Small Cap Fund Retail Share Class in the 93rd, 75th and 62nd percentiles, respectively, and ranked Baron Small Cap Fund Institutional Share Class in the 92nd, 69th and 59th percentiles, respectively, in the category. The Morningstar US OE Large Growth Category Average is not weighted and represents the straight average of annualized returns of each of the funds in the Large Growth category. As of September 30, 2015, the category consisted of 1,689, 1,339 and 929 funds for the 1-, 5-, and 10-year periods. Morningstar ranked Baron Fifth Avenue Growth Fund Retail Share Class in the 62nd, 45th and 77th percentiles, respectively, and ranked Baron Fifth Avenue Growth Fund Institutional Share Class in the 60th, 40th and 73rd percentiles, respectively, in the category. © 2015 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar rankings are based on total returns for the 1-year, 5-year, 10-year and Since Inception periods ended 9/30/2015. About Risk: The value of investments in equity securities is subject to unpredictable declines in the value of individual securities and periods of below average performance in individual securities and the equity market as a whole. Growth stocks are generally more sensitive to market movements than other types of stocks primarily because their stock prices are based heavily on future expectations. If our assessment of the prospects for a company’s growth is wrong, or if our judgment of how other investors will value the company’s growth is wrong, then the price of the company’s stock may fall or not appreciate as we expect. 7 Baron Funds Performance Baron Asset Fund Comparison of the change in value of $10,000 investment in Baron Asset Fund (Institutional 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 6/12/87 9/87 $198,421 $136,050 $120,406 9/89 9/91 9/93 9/95 9/97 9/99 9/01 9/03 9/05 9/07 9/09 9/11 9/13 9/15 Baron Asset Fund1,4 Information Presented by Fiscal Year as of September 30 1 Russell Midcap Growth Index S&P 500 Index1 Baron Asset Fund’s annualized returns as of September 30, 2015: 1-year, 2.11%; 3-year, 14.03%; 5-year, 13.39%; 10-year, 7.52%; and Since Inception, 11.14%. Baron Growth Fund Comparison of the change in value of $10,000 investment in Baron Growth Fund (Institutional 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 12/31/94 9/95 $125,250 $62,014 $42,676 9/97 9/99 9/01 9/03 9/05 9/07 9/09 9/11 9/13 9/15 Baron Growth Fund2,4 Information Presented by Fiscal Year as of September 30 Russell 2000 Growth Index2 S&P 500 Index 2 Baron Growth Fund’s annualized returns as of September 30, 2015: 1-year, 1.51%; 3-year, 11.94%; 5-year, 13.46%; 10-year, 7.71%; and Since Inception, 12.95%. Baron Small Cap Fund Comparison of the change in value of $10,000 investment in Baron Small Cap Fund (Institutional Shares)† in relation to the Russell 2000 Growth Index and the S&P 500 Index $60,000 $50,000 $48,629 $40,000 $30,000 $28,277 $23,791 $20,000 $10,000 $0 9/30/97 9/99 9/01 9/03 Information Presented by Fiscal Year as of September 30 9/05 9/07 9/09 9/11 9/13 9/15 Baron Small Cap Fund3,4 Russell 2000 Growth Index3 3 S&P 500 Index Baron Small Cap Fund’s annualized returns as of September 30, 2015: 1-year, (4.08)%; 3-year, 9.98%; 5-year, 11.29%; 10-year, 6.88%; and Since Inception, 9.18%. 1 2 3 4 † 8 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Baron Funds Performance Baron Opportunity Fund Comparison of the change in value of $10,000 investment in Baron Opportunity Fund (Institutional 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 9/01 2/29/00 9/03 9/05 Information Presented by Fiscal Year as of September 30 $20,005 $18,955 $16,439 $13,729 9/07 9/11 9/09 9/13 9/15 Baron Opportunity Fund1,4 Russell 3000 Growth Index 1 Russell Midcap Growth Index S&P 500 Index 1 1 Baron Opportunity Fund’s annualized returns as of September 30, 2015: 1-year, (2.38)%; 3-year, 8.17%; 5-year, 9.26%; 10-year, 8.09%; and Since Inception, 4.55%. Baron Partners Fund Comparison of the change in value of $10,000 investment in Baron Partners Fund (Institutional Shares)† in relation to the Russell Midcap Growth Index and the S&P 500 Index $200,000 $180,000 $165,338 $160,000 $140,000 $120,000 $100,000 $80,192 $75,849 $80,000 $60,000 $40,000 $20,000 $0 1/31/92 12/93 12/95 12/97 12/99 12/01 12/03 12/05 12/07 12/09 12/11 12/13 9/15 2,4,5 Baron Partners Fund Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 Russell Midcap Growth Index2 2 S&P 500 Index Baron Partners Fund’s annualized returns as of September 30, 2015: 1-year, (0.03)%; 3-year, 16.81%; 5-year, 15.07%; 10-year, 8.31%; and Since Inception, 12.58%. Baron Fifth Avenue Growth Fund Comparison of the change in value of $10,000 investment in Baron Fifth Avenue Growth Fund (Institutional Shares)† in relation to the Russell 1000 Growth Index and the S&P 500 Index $30,000 $25,000 $23,740 $21,977 $20,879 $20,000 $15,000 $10,000 $5,000 $0 4/30/04 9/04 9/05 9/06 9/07 Information Presented by Fiscal Year as of September 30 9/08 9/09 9/10 9/11 9/12 9/13 9/14 9/15 Baron Fifth Avenue Growth Fund3,4 Russell 1000 Growth Index3 S&P 500 Index3 Baron Fifth Avenue Growth Fund’s annualized returns as of September 30, 2015: 1-year, 0.72%; 3-year, 12.93%; 5-year, 13.20%; 10-year, 6.09% and Since Inception, 6.66%. 1 2 3 4 5 † 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 Baron Opportunity 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. 9 Baron Funds Performance Baron Focused Growth Fund Comparison of the change in value of $10,000 investment in Baron Focused Growth Fund (Institutional Shares)† in relation to the Russell 2500 Growth Index and the S&P 500 Index $90,000 $80,000 $70,547 $70,000 $60,000 $50,000 $41,098 $37,431 $40,000 $30,000 $20,000 $10,000 $0 5/31/96 12/97 12/99 12/01 12/03 12/05 12/07 12/09 12/11 12/13 9/15 Baron Focused Growth Fund1,4,5 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 Russell 2500 Growth Index1 S&P 500 Index1 Baron Focused Growth Fund’s annualized returns as of September 30, 2015: 1-year, (3.78)%; 3-year, 7.98%; 5-year, 9.91%; 10-year, 8.35%; and Since Inception, 10.63%. Baron International Growth Fund Comparison of the change in value of $10,000 investment in Baron International Growth Fund (Institutional Shares)† in relation to the MSCI ACWI ex USA IMI Growth Index and the MSCI ACWI ex USA Index $25,000 $20,699 $20,000 $17,358 $16,052 $15,000 $10,000 $5,000 $0 12/31/08 12/09 12/13 12/12 12/11 12/10 12/14 9/15 Baron International Growth Fund2,5 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 MSCI ACWI ex USA IMI Growth Index2 MSCI ACWI ex USA Index2 Baron International Growth Fund’s annualized returns as of September 30, 2015: 1-year, (3.45)%; 3-year, 5.33%; 5-year, 5.21%; and Since Inception, 11.38%. Baron Real Estate Fund Comparison of the change in value of $10,000 investment in Baron Real Estate Fund (Institutional Shares) in relation to the MSCI USA IMI Extended Real Estate Index and the S&P 500 Index $30,000 $25,000 $24,741 $20,000 $20,674 $19,430 $15,000 $10,000 $5,000 $0 12/31/09 6/10 12/10 6/11 12/11 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 6/12 12/12 6/13 12/13 6/14 12/14 6/15 9/15 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 September 30, 2015: 1-year, (0.71)%; 3-year, 13.03%; 5-year, 17.18%; and Since Inception, 17.06%. 1 2 3 4 5 † 10 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Baron Funds Performance Baron Emerging Markets Fund Comparison of the change in value of $10,000 investment in Baron Emerging Markets Fund (Institutional Shares) in relation to the MSCI EM IMI Growth Index and the MSCI EM IMI Index $15,000 $10,508 $10,000 $8,399 $7,825 $5,000 $0 12/31/10 6/11 12/11 6/12 12/12 6/13 12/13 6/14 12/14 6/15 9/15 Baron Emerging Markets Fund1,3 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 MSCI EM IMI Growth Index1 MSCI EM IMI Index1 Baron Emerging Markets Fund’s annualized returns as of September 30, 2015: 1-year, (13.67)%; 3-year, 1.66%; and Since Inception, 1.05%. Baron Energy and Resources Fund Comparison of the change in value of $10,000 investment in Baron Energy and Resources Fund (Institutional Shares) in relation to the S&P North American Natural Resources Sector Index and the S&P 500 Index $20,000 $16,537 $15,000 $10,000 $8,285 $7,367 $5,000 $0 12/30/11 6/12 12/12 6/13 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 12/13 6/14 12/14 6/15 9/15 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 September 30, 2015: 1-year, (43.98)%; 3-year, (7.77)%; and Since Inception, (7.83)%. 1 2 3 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. 11 Baron Funds Performance Baron Global Advantage Fund Comparison of the change in value of $10,000 investment in Baron Global Advantage Fund (Institutional Shares) in relation to the MSCI ACWI Growth Index and the MSCI ACWI Index $20,000 $15,000 $12,883 $12,485 $12,357 $10,000 $5,000 $0 4/30/12 6/12 12/12 6/13 12/13 6/14 12/14 6/15 9/15 Baron Global Advantage Fund1,3 Information Presented by Fiscal Year as of December 31 and for the nine months ended September 30, 2015 MSCI ACWI Growth Index1 MSCI ACWI Index1 Baron Global Advantage Fund’s annualized returns as of September 30, 2015: 1-year, (12.55)%; 3-year, 7.82%; and Since Inception, 6.39%. Baron Discovery Fund Comparison of the change in value of $10,000 investment in Baron Discovery Fund (Institutional Shares) in relation to the Russell 2000 Growth Index and the S&P 500 Index $20,000 $15,000 $11,900 $11,180 $10,799 $10,000 $5,000 $0 9/30/13 12/13 3/14 6/14 Information Presented by Fiscal Year as of September 30 9/14 12/14 3/15 6/15 Baron Discovery Fund 9/15 2,3 Russell 2000 Growth Index 2 S&P 500 Index2 Baron Discovery Fund’s annualized returns as of September 30, 2015: 1-year, (4.53)%; and Since Inception, 5.74%. 1 2 3 12 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. Baron Asset Fund September 30, 2015 Dear Baron Asset Fund Shareholder: Performance During the three-month period ended September 30, 2015, most market indexes dropped sharply. Stocks began their decline in late-August, before partly recovering, and then falling sharply again in late-September. Baron Asset Fund Retail Shares fell 8.31% and Baron Asset Fund Institutional Shares fell 8.25%; the Russell Midcap Growth Index (the “Index”) declined 7.99%, and the S&P 500 Index declined 6.44%. The reasons for the market decline included increased uncertainty about the health of the Chinese economy and the potential ramifications this might have on global growth; the continued decline in energy and commodity prices; and, the shockwaves from a rapid decline in biotechnology shares, driven by concerns about that industry’s pricing trends. Although we believe the Fund had limited direct exposure to these developments, many of our investments suffered over these concerns, nonetheless. As discussed below, the investments that performed best against this challenging backdrop included Health Care companies that lacked even tangential exposure to the drug pricing concerns that impacted many important participants in the sector. These included IDEXX Laboratories, Inc., a veterinary diagnostic firm. Several businesses that serve Information Technology (IT) end-markets reported good results, indicating that they were insulated against these issues. These included VeriSign, Inc., SS&C Technologies, Inc. and Equinix, Inc. Finally, companies with proprietary data and analytics, characterized by highly-recurring, largely subscriptionbased revenues, also were relative outperformers. These included Verisk Analytics, Inc., Nielsen Holdings Plc and Gartner, Inc. Table I. Performance† ANDREW PECK PORTFOLIO MANAGER Retail Shares: BARAX Institutional Shares: BARIX The worst performers included the manufacturer of DNA sequencers, Illumina, Inc., which suffered from both company-specific issues, as well as fall-out from the sell-off in biotechnology shares. China-related concerns impacted Mettler-Toledo, Inc., a manufacturer of weighing devices, that has an important presence in that market. The continued drop in energy prices hurt master limited partnerships (MLPs) that own midstream energy infrastructure assets, Shell Midstream Partners, L.P. and Tallgrass Energy GP, LP, as well as FleetCor Technologies, Inc., which primarily provides credit card processing services for large oil companies. Annualized for periods ended September 30, 2015 Three Months5 Nine Months5 One Year Three Years Five Years Ten Years Since Inception (June 12, 1987) Baron Asset Fund Retail Shares1,2 Baron Asset Fund Institutional Shares1,2,3 (8.31)% (4.50)% 1.83% 13.72% 13.08% 7.33% 11.07% Table II. Russell Midcap Growth Index1 S&P 500 Index1 (8.25)% (4.29)% 2.11% 14.03% 13.39% 7.52% (7.99)% (4.15)% 1.45% 13.98% 13.58% 8.09% (6.44)% (5.29)% (0.61)% 12.40% 13.34% 6.80% 11.14% 9.68%4 9.19% Top contributors to performance for the quarter ended September 30, 2015 Year Acquired IDEXX Laboratories, Inc. Arch Capital Group Ltd. Verisign, Inc. SS&C Technologies, Inc. Equinix, Inc. 2006 2003 2013 2014 2007 Percent Impact 0.52% 0.29 0.18 0.16 0.10 Shares of veterinary diagnostics manufacturer IDEXX Laboratories, Inc. gained as the company reported strong quarterly results that demonstrated Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 1.31% and 1.04%, respectively. 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 4 5 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 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. 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. For the period June 30,1987 to September 30, 2015. Not annualized. 13 Baron Asset Fund continuing market share gains in its in-clinic instruments business. In particular, new placements of its flagship Catalyst instruments grew 44% in the third quarter, driven by the launch of the improved CatalystOne device in the U.S. and Europe; and, placements of premium hematology instruments grew 30%, a meaningful increase from last quarter’s results. IDEXX’s reference laboratory segment also posted good results, which suggested ongoing market share gains. Finally, the company’s results also assuaged many investors’ recent concerns about a potentially diminished competitive position in IDEXX’s rapid assay segment. Arch Capital Group Ltd. is a Bermuda-based specialty insurance and reinsurance company. The company’s shares rose on reports of good quarterly financial results, highlighted by the 9% growth in its book value per share, a key metric for insurance industry investors. Despite soft pricing trends across its industry, Arch continues to generate above-average returns because of its profitable underwriting experience, benign catastrophe losses, and favorable developments in its historic treatment of reserves. The company’s recently acquired mortgage insurance business also is scaling up, and we believe this will provide a new avenue for growth. In addition, recent merger activity in the property and casualty insurance industry has boosted share prices across the sector. Table III. Top detractors from performance for the quarter ended September 30, 2015 Illumina, Inc. TerraForm Power, Inc. Mettler-Toledo International, Inc. FleetCor Technologies, Inc. Shell Midstream Partners, L.P. Year Acquired Percent Impact 2012 2014 2008 2012 2014 –0.80% –0.58 –0.49 –0.42 –0.42 Illumina, Inc. is the leading provider of next generation DNA sequencing instruments and consumables. The company reported disappointing financial results, but we do not believe they reflect a change in the company’s market opportunity. We continue to believe the addressable market for the company’s products and services is large (over $20 billion) and growing as new applications for DNA sequencing emerge. Competitively, we believe Illumina remains the dominant provider of sequencing instruments and consumables. Illumina continues to invest substantially in research and development, and we are optimistic that the company will retain its large technological lead over its potential competitors. Verisign, Inc. oversees domain registrations for many of the most common Internet address suffixes, including .com and .net. Its shares gained after reporting better-than-expected financial results, which exceeded expectations of both revenues and profit margins. In addition, the company is poised to introduce a new series of domain names for international markets that we believe should generate a highly-profitable revenue stream. We believe that Verisign’s exclusive contract with the Internet Corporation for Assigned Names and Numbers (ICANN), a key regulatory body overseeing the operations of the Internet, creates a substantial barrier for competitors. In uncertain markets, stocks with stable businesses and highly-visible revenues tend to outperform, although past performance is no guarantee of future performance. TerraForm Power, Inc. is a ‘yieldco,’ a dividend growth-oriented company that bundles renewable long-term contracted operating assets to generate predictable cash flows. TerraForm is focused largely on the commercialscale development of solar and wind power projects. Its stock dropped after the announcement that TerraForm’s parent, Sun Edison, Inc., would acquire Vivint Solar, thereby expanding into the residential solar market. Investors questioned both the strategic aspects of the deal, as well as its $2.2 billion price tag. This contributed to a market-wide reassessment of the unit economics underlying Sun Edison’s solar development plans. Although we believe in the secular drivers behind the growth in renewable energy demand, we chose to exit our position in the company. Shares of financial technology vendor SS&C Technologies Holdings, Inc. performed well, as the company closed its acquisition of Advent Software and announced the acquisition of Citi Alternative Investor Services. We expect both acquisitions to enhance SS&C’s competitive positioning and be meaningfully accretive to its financial performance. We believe SS&C’s management team has an outstanding track record of value creation through M&A, and we believe that Advent could be its most significant acquisition yet. Mettler-Toledo International, Inc. is the world’s largest provider of weighing instruments for use in laboratory, industrial, and food retailing applications. The company reported largely positive quarterly results, but weakness in the Chinese market, where Mettler has a large presence, resulted in a slight lowering of its constant currency revenue growth forecast for the year. We continue to believe Mettler is an exceptional business with an outstanding management team, and we remain confident in its longer-term prospects. Equinix, Inc. operates a global network of state-of-the-art data centers. Its shares performed well, as the company completed its long-awaited transformation into a REIT, thereby reducing its cost of capital and attracting an additional class of shareholders. Equinix also continued to be involved in expanding its network through accretive acquisitions. We continue to like the growth prospects for the data center business, and we believe that Equinix has a clear and sensible plan to continue growing revenues at a faster pace than its peers while improving business efficiencies and recognizing margin improvement. FleetCor Technologies, Inc. provides payment processing services to vehicle fleet operators and large oil companies worldwide. Although FleetCor reported good quarterly results and raised its full-year earnings guidance, macroeconomic concerns, including weak fuel prices and a stronger U.S. dollar, outweighed these results and caused the stock price to drop. Without these macroeconomic headwinds, company management estimated that earnings growth would have been 39% instead of the 16% reported. As these headwinds eventually subside, we believe its earnings will improve meaningfully. 14 Baron Asset Fund September 30, 2015 Shell Midstream Partners, L.P. is the recent IPO of a midstream energy MLP formed by Royal Dutch Shell in 2014. Shares fell as the broad MLP market experienced significant selling pressure because of diminished growth expectations, the prospect of rising interest rates, and tax-loss selling. Shell Midstream belongs to a group of high growth, high multiple stocks that experienced even more selling pressure than the broader MLP market. We believe the company has substantial room to grow, while its cash flows should be relatively less sensitive to falling commodity prices. Portfolio Structure At September 30, 2015, Baron Asset Fund held 60 positions. The Fund’s 10 largest holdings represented 37.4% of assets, and the 20 largest represented 57.9% of assets. The Fund’s largest weighting was the Information Technology sector at 22.4% of assets. This sector includes software companies, IT consulting firms, and credit card processors. The Fund held 22.0% 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 16.5% of its assets in the Industrials sector, which includes investments in manufacturers, distributors and information services firms. The Fund also had significant weightings in Financials at 14.2% of assets and Consumer Discretionary at 14.2% of assets. Table IV. Top 10 holdings as of September 30, 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. Verisk Analytics, Inc. Arch Capital Group Ltd. Illumina, Inc. FleetCor Technologies, Inc. FactSet Research Systems, Inc. SBA Communications Corp. The Charles Schwab Corp. 2007 2006 1997 2009 2003 2012 2012 $2.9 2.5 0.2 4.0 0.9 5.3 2.9 $7.0 6.8 3.8 12.5 9.0 25.4 12.7 $130.1 121.0 104.7 96.1 95.5 92.3 79.1 2006 2007 1992 2.5 3.8 1.0 6.6 13.4 37.6 79.1 73.3 72.8 5.2% 4.8 4.1 3.8 3.8 3.7 3.1 3.1 2.9 2.9 Recent Activity Bio-Techne Corporation sells specialized proteins, antibodies and other reagents, as well as instruments for protein analysis, to life sciences researchers at academic institutions, biopharmaceutical companies and government-funded research entities. Its products are used by scientists to investigate potential therapies for disease. Most of the company’s products are for research purposes only, and so they avoid the need for expensive, time-consuming regulatory approvals. The products are also relatively inexpensive, and they generally do not represent large cost items in most clients’ research budgets. With a portfolio of more than 275,000 products, Bio-Techne has by far the largest portfolio in its field, making the company a key supplier across its customer base. We have also owned this stock in Baron Growth Fund for many years. We believe that Bio-Techne has attractive financial characteristics, including consistent revenue growth potential, high profit margins potential, and low capital requirements. We also believe the company has a reputation for manufacturing high quality, reliable, consistent products. The company has a staff of scientists who stay current with scientific advances and areas of interest for researchers and help direct product development into these growing areas. Starting in 2010, the company’s organic growth slowed to the low single digits because of academic funding constraints, which hurt customer spending, and a lack of re-investments in the business by the former management team. Chuck Kummeth, who assumed the CEO position in April 2013, has been taking steps to reinvigorate growth, including hiring new executives and salespeople, making acquisitions, and expanding in China where the government is committed to investing in life sciences research. We bought the stock in the quarter because we believe the fundamentals of this attractive business will continue to improve. In the most recently reported quarter, organic growth accelerated to 7%, the highest level in years. The funding environment for the company’s customer base is stable. Drug development budgets are improving. There have been proposed increases in the NIH budget, though uncertainty about the final budget remains. The company is annualizing the acquisition of a business called Protein Simple, which we believe has potential to drive revenue growth acceleration through the sale of its innovative instrument platform that automates the Western Blotting technique. Management has an aspirational plan to grow the company’s revenues to $1 billion in the next five years. Despite improving fundamentals, the stock price trades at what we believe is an attractive level. During the past quarter, the Fund established three new positions and added to five others. The Fund also sold six positions and reduced its holdings of 19 others. Table VI. Table V. Colfax Corp. TerraForm Power, Inc. Nielsen Holdings Plc Phillips 66 Partners LP Shutterstock, Inc. Top net purchases for the quarter ended September 30, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) Bio-Techne Corporation TerraForm Global, Inc. Blue Buffalo Pet Products, Inc. Towers Watson & Co. CDK Global, Inc. $3.4 1.1 3.5 8.1 7.6 $29.0 12.5 5.1 4.4 4.0 Top net sales for the quarter ended September 30, 2015 Amount Sold (millions) $24.1 18.6 18.2 15.4 11.5 We exited our position in Colfax Corp., which manufactures products for gas and fluid handling markets, as we became less optimistic that the company could overcome the significant headwinds it faces in its energy and industrial-related end markets. We exited our position in TerraForm 15 Baron Asset Fund Power, Inc. as the market reassessed the unit economics underlying Sun Edison’s solar development plans. We reduced our stake in Nielsen Holdings Plc to focus on other data-oriented investments. We exited Phillips 66 Partners LP over concerns about its valuation, given headwinds in the MLP universe. Finally, we exited Shutterstock, Inc., a digital photography vendor, over concerns about its competitive position. 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 Nothing has changed our longstanding view that high-quality, mid-sized growth stocks represent an attractive long-term investment opportunity. The U.S. economy is among the world’s healthiest, and, particularly after this quarter’s stock market correction, its equity market multiples are within the range of their long-term averages. Interest rates remain at historic lows, and we believe that equity markets often perform well, even after rates begin to increase. Employment and housing trends continue to improve, and energy prices remain meaningfully below their recent levels. We believe that our portfolio of well-managed, competitively advantaged, fast growing companies will continue to perform well in this environment, although it’s not a guarantee that they will. Andrew Peck Portfolio Manager October 23, 2015 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. 16 Baron Growth Fund September 30, 2015 Dear Baron Growth Fund Shareholder: Performance U.S. stock markets were unusually volatile during the three months ended September 30, 2015. Most indexes fell sharply, with small and mid cap stocks performing worse than large caps. During the quarter, Baron Growth Fund (the “Fund”) declined in value by 8.66% (Institutional Shares), which was better than the Russell 2000 Growth Index, the small cap benchmark against which we compare the performance of this Fund, which declined 13.06%. The S&P 500 Index, the benchmark for the broad market, declined 6.44%. Over the long term, Baron Growth Fund has outperformed its benchmark by on average 3.14% per year since December 31, 2000 and 5.71% per year since its inception on December 31, 1994. Please see Table I. Table I. Performance Annualized for periods ended September 30, 2015 Three Months4 Nine Months4 One Year Three Years Five Years Ten Years Fifteen Years Since Inception (December 31,1994) Baron Growth Fund Retail Shares1,2 Baron Growth Fund Institutional Shares1,2,3 Russell 2000 Growth Index1 S&P 500 Index1 (8.71)% (5.56)% 1.27% 11.65% 13.17% 7.54% 8.66% (8.66)% (5.38)% 1.51% 11.94% 13.46% 7.71% 8.78% (13.06)% (5.47)% 4.04% 12.85% 13.26% 7.67% 4.15% (6.44)% (5.29)% (0.61)% 12.40% 13.34% 6.80% 3.96% 12.87% 12.95% 7.24% 9.19% RONALD BARON CEO AND PORTFOLIO MANAGER During the quarter, the markets were pressured by several disruptive events that more than wiped out the gains achieved in the first half of the year. China growth slowed, which weighed on emerging markets and stoked fears of contagion. Geopolitical turmoil arose again in the Middle East, and Russia’s move to engage directly in the Syrian conflict further rattled investor confidence. Oil and commodities prices continued to fall. Highyield spreads widened. The lower quality credit market was negatively impacted by impending financial problems of leveraged energy and industrial companies amid downgrades of Volkswagen (following an embarrassing emissions scandal) and Glencore debt. To many investors’ surprise, interest rates, however, did not change. The Fed chose not to raise rates in September as many had forecast. This decision was attributed to slower-than-expected growth, market turmoil, Retail Shares: BGRFX Institutional Shares: BGRIX and lower-than-desired inflation. This signal sent the markets lower. We believe the volatility in U.S. markets in the third quarter was largely in reaction to these macro and overseas events as opposed to business fundamentals. Table II. “Tastes great…less filling.” Miller Lite. 1974. “Better alpha…less beta.” Baron Growth Fund. 2015. Performance Based Characteristics as of September 30, 2015 Time Interval Baron Growth Fund – Institutional Shares Since 3 Years 5 Years 10 Years Inception Alpha (%) Beta Upside Capture (%) Downside Capture (%) 2.67 0.71 77.96 67.18 Quality Characteristics Baron Growth Fund Russell 2000 Growth Index Difference (A good thing) 3.29 0.74 79.34 64.88 1.32 0.80 80.89 75.76 7.48 0.68 82.34 60.84 Standard Deviation of Year-over-Year Earnings Growth – 5 years 89.27 169.59 –80.32 Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 1.29% and 1.04%, respectively. 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 4 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 17 Baron Growth Fund creation through M&A and that Advent could be its most important acquisition to date. (Neal Rosenberg) Table III. “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 15.1x 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 9/30/15 9/30/15 Baron Growth Fund – Institutional Shares Russell 2000 Growth Index S&P 500 Index 29.90% 2.46% 15.98% 12.95% 18.99% 28.56% (4.71)% (3.60)% 16.25% 14.25% 7.24% 9.19% Table IV. Top contributors to performance for the quarter ended September 30, 2015 Year Acquired Under Armour, Inc. Arch Capital Group Ltd. SS&C Technologies, Inc. IDEXX Laboratories, Inc. Bright Horizons Family Solutions, Inc. Market Cap Quarter When End Market Acquired Cap Total (billions) (billions) Return 2005 2002 2010 2005 $1.0 0.4 1.0 1.9 $20.9 9.0 7.0 6.8 2013 1.8 3.9 Percent Impact 15.99% 9.72 12.27 15.76 0.56% 0.31 0.28 0.21 11.14 0.18 Shares of Under Armour, Inc. a manufacturer of athletic apparel, increased in the third quarter. The company reported another period of strong financial results due to continued revenue growth and impressive cost management. Under Armour appears to be capitalizing on its brand momentum and positioning the business for future growth as it continues to execute on its goal to become the second largest global sporting goods brand. Additionally, Under Armour expressed confidence in its ability to accelerate its growth as it plans to double in size over the next three years. (Michael Baron) Arch Capital Group Ltd. is a Bermuda-based specialty insurance and reinsurance company. Shares rose on reports of good quarterly financial results with its 9% growth in book value per share. Despite soft industry pricing conditions, Arch continues to generate above-average returns due to profitable underwriting, benign catastrophe losses, and favorable reserve development. The recently acquired mortgage insurance business is scaling up. M&A activity in the property & casualty insurance industry has also helped boost share prices. (Josh Saltman) Shares of financial technology vendor SS&C Technologies Holdings, Inc. performed well in the third quarter. The company closed the acquisition of Advent Software and announced the acquisition of Citi Alternative Investor Services. We expect both acquisitions to enhance SS&C’s competitive positioning and be meaningfully accretive to financial performance. We believe SS&C’s management team has an outstanding track record of value 18 Table V. Top detractors from performance for the quarter ended September 30, 2015 Market Cap When Year Acquired Acquired (billions) CaesarStone Sdot-Yam Ltd. Community Health Systems, Inc. United Natural Foods, Inc. Marriott Vacations Worldwide Corp. Financial Engines, Inc. Quarter End Market Cap Total (billions) Return Percent Impact 2012 $0.4 $1.1 –55.59% –0.82% 2004 2.4 5.1 –32.09 –0.79 2011 1.8 2.4 –23.82 –0.41 2013 2010 1.5 0.7 2.1 1.5 –25.47 –30.47 –0.41 –0.38 CaesarStone Sdot-Yam Ltd. is a leading global manufacturer of quartz surfaces for kitchens and bathrooms. Shares fell sharply in August after the company reduced its full year revenue guidance on the second quarter earnings call. A negative research report also weighed on the stock price. We remain positive on our investment in CaesarStone, as earnings growth accelerates from successful new product launches and quartz market share gains vs. other countertop materials. (David Kirschenbaum) Community Health Systems, Inc. is one of the country’s largest hospital operators, with 31,000 beds in 29 states, primarily located in small and midsized markets. Shares were weak on concerns that Affordable Care Act tailwinds are largely over and that comps will be more difficult going forward. We maintain a positive view as we believe the spinoff of Quorum Health will create shareholder value, synergies from the merger with HMA will exceed initial guidance, more states will expand Medicaid, and deleveraging will accelerate. (Susan Robbins) Shares of United Natural Food, Inc., the leader in healthy foods distribution to North American supermarkets, declined during the third quarter due to a contract loss representing 5% of sales that occurred after a change in ownership with a specific customer. We view United Natural’s leading scale, national coverage, and high service levels as key competitive advantages. It has a strong supply chain infrastructure in the industry and we think it is well positioned for share gains over the next several years. (Matthew Weiss) Recent Purchases Table VI. Top net purchases for the quarter ended September 30, 2015 Atara Biotherapeutics, Inc. ConforMIS, Inc. Hudson’s Bay Co. Douglas Emmett, Inc. Juno Therapeutics, Inc. Year Acquired Market Cap When Acquired (billions) Quarter End Market Cap (billions) Amount Purchased (millions) 2015 2015 2015 2009 2015 $1.5 0.8 3.2 1.0 3.8 $0.9 0.7 3.1 4.2 4.1 $35.3 33.4 11.6 9.1 8.3 Baron Growth Fund September 30, 2015 We initiated a position in Atara Biotherapeutics, Inc., a biotech company developing therapies for muscle wasting conditions, cancer and viralassociated diseases. The company has an exclusive license from Memorial Sloan Kettering Cancer Center for T-Cell programs targeting three different viral or cancer specific antigens. These are off-the-shelf therapies that can be made available within days of patients’ needs. The most advanced T-Cell therapy has shown a dramatic increase in survival in Phase 2 studies. Management believes the technology has broader applicability, including additional viral targets and indications. The company is also developing a drug for muscle wasting in dialysis patients. We believe this drug has great potential. In our opinion, Atara has a strong, experienced management team committed to building a big business over the long term. (Neal Kaufman) We initiated a position in ConforMIS, Inc. a company which develops custom implants for joint replacement procedures. The company uses proprietary software to design knee implants that match a patient’s unique anatomy. The company also uses 3D printing technology to manufacture customized instruments. In our view, ConforMIS has unique technology that is patent protected and disruptive to the $14 billion joint replacement industry. Studies have shown that the company’s knee implants result in better patient outcomes versus traditional off-the-shelf implants. We believe ConforMIS is well positioned to take market share, especially because Medicare and other payors are shifting reimbursement away from a fee-for-service payment model and towards bundled payments. Because patients who receive ConforMIS implants have been shown to recover faster than patients who receive off-the-shelf implants, the total cost of care for these patients should be lower, which, in our view, should drive hospital adoption. (Neal Kaufman) Hudson’s Bay Co. is a leading luxury goods retailer, operating iconic department stores throughout North America and Europe, including: Saks Fifth Avenue and Lord & Taylor in the U.S., The Bay in Canada and Galeria Kaufhof in Germany. Unlike many of its retail peers, Hudson’s Bay owns several of these premiere real estate assets, including the Saks Fifth Avenue’s and Lord & Taylor’s flagship stores in Manhattan, which represent key strategic value. During the quarter, we initiated a position in the company after management partnered with two leading REITs to monetize several properties in its portfolio and used the proceeds to acquire one of the better leading department store chains in Germany, further diversifying the business. We believe Hudson’s Bay can expand its top and bottom line meaningfully over the next several years through continuous improvement of its merchandise, the rollout of additional Saks Fifth Avenue full-line and OFF 5th discount stores, substantial renovations of its flagship stores and significant investments in e-commerce and omnichannel capabilities. (Matthew Weiss) Portfolio Structure and Strategy The objective of Baron Growth Fund is to double its value per share within five years. Of course, we may not achieve our objective. Our strategy to accomplish this goal is to invest for the long term in a diverse portfolio of what we believe are well-managed, growing small cap businesses at attractive prices. As of September 30, 2015 Baron Growth Fund held 81 investments. The top 10 holdings comprise 35.0% of the Fund and the median market capitalization of these companies was just over $3 billion. We believe this diversified portfolio offers investors potentially better than market returns with less “risk” than the market. We define “risk” as volatility. The Fund’s “beta,” i.e., a measure of the portfolio’s volatility relative to the market’s volatility, since inception is 0.68. Compared to the companies in its benchmark, Baron Growth Fund’s investments possess higher levels of profitability (as defined by average gross and operating margins), greater returns on capital and employ low levels of leverage. The Fund’s average portfolio turnover for the past three years is 9.91%. 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 companies at the 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 help reduce portfolio volatility. In addition, many of the companies in which the Fund invests potentially have significant recurring revenue, which makes earnings for companies in which we have invested 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 business 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. During the quarter, the unemployment rate fell to 5.1%, a post-recession low. U.S. economic growth is improving. Consumer and business confidence is rising. Housing and auto sales remain strong and prices continue to increase. The decline in oil prices, while challenging for the energy and manufacturing sectors in the short term, is a substantial positive for the U.S. economy and non-energy related stocks, as money saved on energy costs can be spent elsewhere or used to pay off debt. Finally, we believe stocks remain attractively valued, trading around 15-16x earnings, roughly in-line with the market’s long-term average valuation. Table VII. Top 10 holdings as of September 30, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Under Armour, Inc. Arch Capital Group Ltd. The Middleby Corp. FactSet Research Systems, Inc. Gartner, Inc. SS&C Technologies, Inc. Vail Resorts, Inc. ITC Holdings Corp. Dick’s Sporting Goods, Inc. MAXIMUS, Inc. 2005 2002 2011 $1.0 0.4 1.6 $20.9 9.0 6.0 $358.1 290.2 268.2 2006 2007 2010 1997 2005 2004 2011 2.5 2.3 1.0 0.2 0.8 1.4 1.2 6.6 7.0 7.0 3.8 5.2 5.9 3.9 255.7 237.1 216.3 216.1 212.5 188.5 178.7 5.2% 4.2 3.9 3.7 3.4 3.1 3.1 3.1 2.7 2.6 19 Baron Growth Fund 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 October 23, 2015 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. Alpha: measures the difference between a fund’s actual returns and its expected performance, given its level of risk as measured by beta. 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. 20 Baron Small Cap Fund September 30, 2015 Dear Baron Small Cap Fund Shareholder: Performance The third quarter was a very challenging one for stocks as global equity markets declined. Baron Small Cap Fund lost 12.52% (Institutional Shares) in the quarter. This was in line with the Russell 2000 Growth Index which lost 13.06% in the quarter. The S&P 500 Index has lost 6.44% in the quarter. Year-to-date, the Fund is down 8.75%, the Russell 2000 Growth Index is down 5.47% and the S&P 500 is down 5.29%. Table I. Performance Annualized for periods ended September 30, 2015 Three Months4 Nine Months4 One Year Three Years Five Years Ten Years Since Inception (September 30, 1997) Baron Small Cap Fund Retail Shares1,2 Baron Small Cap Fund Institutional Shares1,2,3 (12.56)% (8.92)% (4.32)% 9.71% 11.01% 6.71% (12.52)% (8.75)% (4.08)% 9.98% 11.29% 6.88% 9.09% 9.18% Russell 2000 Growth Index1 S&P 500 Index1 (13.06)% (6.44)% (5.47)% (5.29)% 4.04% (0.61)% 12.85% 12.40% 13.26% 13.34% 7.67% 6.80% CLIFF GREENBERG PORTFOLIO MANAGER Retail Shares: BSCFX Institutional Shares: BSFIX Table II. Top contributors to performance for the quarter ended September 30, 2015 4.93% 5.94% The market weakened in August on macro angst. Concerns arose that growth in China was significantly slowing, now heading for a hard landing. The Chinese devalued their currency by 2% which fueled the fire. Emerging market equities and currencies declined, and their economies entered recession. Fears were stoked that developed economies and stocks would suffer in conjunction. The U.S. market experienced its first correction in four years. The tenor of the small cap market changed. Psychology got decidedly negative. The down draft in prices spread from companies with big foreign exposures and economic sensitivities to engulf many of the sectors that had been the leaders for the previous year. Biotechnology, pharmaceuticals and high multiple technology stocks rolled over. Health Care stocks got spooked by comments by politicians that drug cost inflation needed to be better controlled. Holders sold other “winners” to protect gains as high flyers witnessed multiple contractions. Another reason stocks sold off was concern about the effects of the Federal Reserve raising interest rates, which was considered to be imminent. That ended up not happening. Uncertainty about Fed policy contributed to the weak market. Percent Impact Bright Horizons Family Solutions, Inc. IDEXX Laboratories, Inc. The Ultimate Software Group, Inc. Flotek Industries, Inc. Equinix, Inc. 0.27% 0.22 0.15 0.15 0.10 Our best acting stocks in the quarter were primarily well performing businesses and companies with established and respected business models that felt safe, as investors hid from risk. Bright Horizons Family Solutions, Inc., the leading provider of corporatesponsored childcare, reported another quarter of strong results. Earnings grew 29%, which was ahead of expectations. An important driver is the maturing of consortium centers that the company has heavily invested in for years and now are becoming increasingly profitable. The stock is up 37% year-to-date, as the market has appreciated its strong near-term results, continued long term growth prospects and its premier business model. IDEXX Laboratories, Inc., the leading manufacturer of veterinary diagnostics and equipment, contributed to performance in the third quarter. Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 1.30% and 1.04%, respectively. 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 4 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 21 Baron Small Cap Fund The company reported strong results that demonstrated solid gains in instruments and reference labs, and reversed prior negative trends in rapid assays. Instrument sales were up 38% and consumable revenue grew 20% on a constant currency basis. We believe the results confirm that the company’s decision to go direct with its salesforce is paying off. Also, the company is very optimistic about its new SDMA test, that detects liver disease in pets, which was launched to great success in the quarter. We believe this is a harbinger of success for many new products the company has been spending heavily on to develop. The Ultimate Software Group, Inc., a leading provider of cloud-based payroll and human resources software, reported their best overall sales quarter in their history and strong quarterly results. We got involved in the stock seven years ago when the company was struggling but had a superior product, a great management team and culture, and big aspirations. They have performed exceptionally well and the stock has risen six fold. Management now targets doing $1 billion in revenues in 2018 and $2 billion in 2022 (they were doing $150 million when we bought in). . .isn’t compounding great. . . and we believe they will continue to achieve their goals. Flotek Industries, Inc. supplies chemical additives to the oil and gas industries. They have proprietary product that is proving extremely effective at increasing the productivity of shale wells. Though drilling has collapsed this year (the rig count was down 41% in the quarter) with the decline in oil prices, Flotek’s sales of Complex nano-Fluid (CNF) grew 34% year over year and were 76% higher than the previous quarter. We believe Flotek can continue to buck the severe industry headwinds. We increased our position in the stock earlier in the year when it traded much lower along with most Energy stocks. Equinix, Inc., the global data center operator, completed its transition to REIT status in the quarter and bid to acquire a large European competitor. The business is also performing very well as the company reported strong and accelerating results based on strong trends around cloud and enterprise. We expect Equinix to report over $1 billion of Adjusted Funds from Operations (AFFO) in 2016 up ten-fold when we first bought stock in 2008. The trading multiple of the stock has expanded, and we think even more is justified, plus we expect earnings to compound at 15% per year, so we foresee further gains. Top detractors from performance for the quarter ended September 30, 2015 Percent Impact –0.57% –0.53 –0.51 –0.50 –0.49 The worst performing stocks in the quarter declined because their current earnings or guidance were below expectations. We also took some hits as investors rotated out of certain sectors (MLPs, Health Care). Brookdale Senior Living, Inc., the largest operator of senior living communities, declined after the company reported challenges integrating their acquisition of Emeritus. Occupancy declined, management turnover increased and ancillary therapy revenues fell short. Investors lost faith that the company will be able to pursue actions to unlock shareholder value. We sold some stock but maintain a position some since we think the benefits from the acquisition will eventually be realized, that strategic alternatives 22 Mattress Firm Holding Corp., the largest domestic mattress retailer, also announced lower-than-expected earnings and the stock declined. Mattress sales in Texas and other oil affected markets were soft, and the company decided to abandon development of a separate discount chain and took losses to shut it down. However, the company did report positive results from its important Sleep Train acquisition and continued success rolling out additional stores. We continue to believe in management and in the longterm opportunities for the company. We believe they should be able to compound earnings at 20% per year for a while and now with the stock trading at a discount multiple, we think the stock will perform well, assuming that the retail environment stabilizes. Financial Engines, Inc., the financial service company that provides advice and money management services to 401(k) accounts, fell in the quarter in conjunction with the market’s decline. Overall assets under contract were below forecast (because the market fell), but we were encouraged as enrollment rates improved, the company added a new large record keeper to its list of partners. New senior management is spending to improve marketing campaigns to increase sales and retention which is depressing margins, but, if successful, should result in faster growth in revenues and profits. Targa Resources Corp. is the general partner of a midstream energy MLP. The Small Cap Fund owns a basket of seven energy MLPs, primarily midstream pipeline operators, that grow by drop-down of assets owned by their refinery parents. Our holdings have been able to grow their dividends by 15-20% per year, and we believe, although we cannot guarantee, they will continue to do so in the future even with the decline in the price of oil and in a more difficult financing environment. We considered these stocks to be safe with low volatility. That proved to be incorrect this quarter, as the MLP group fell sharply with the decline in crude oil, outflows for MLP dedicated funds, and fear of higher rates on the horizon (which didn’t happen). Our MLP holdings fell about 30% in the quarter. They now trade at compelling valuations, which we believe will lead to good stable returns once the stocks decouple from other energy equities. Portfolio Structure Table III. Brookdale Senior Living, Inc. Mattress Firm Holding Corp. Financial Engines, Inc. Targa Resources Corp. Globe Specialty Metals, Inc. still could add value and that the shares traded down to an extremely cheap valuation. As of September 30, 2015, the Fund had $4.52 billion under management and was invested in 91 common stocks. The top 10 positions represented 29.7% of the Fund at the end of the quarter. Table IV. Top 10 holdings as of September 30, 2015 Quarter End Investment Percent Year Value of Net Acquired (millions) Assets TransDigm Group, Inc. Gartner, Inc. SBA Communications Corp. Bright Horizons Family Solutions, Inc. Acuity Brands, Inc. The Ultimate Software Group, Inc. Waste Connections, Inc. DexCom, Inc. FleetCor Technologies, Inc. IDEXX Laboratories, Inc. 2006 2007 2004 2013 2011 2008 2009 2012 2010 2008 $180.5 167.9 151.9 151.0 144.9 125.3 109.3 107.3 103.2 99.6 4.0% 3.7 3.4 3.3 3.2 2.8 2.4 2.4 2.3 2.2 Baron Small Cap Fund September 30, 2015 With the market turmoil, we have been selling some positions, so the number of stocks held is down somewhat. We would expect this trend to continue. The top 10 stocks are up as a percentage of assets because, in the aggregate, they have performed well. In the third quarter, the top 10 stocks, on aggregate, were roughly flat, and year-to-date they are up 11.16%. These larger positions are mostly stocks we have owned for a long time (anywhere from 3 to 11 years), have larger market capitalizations because their stocks have risen over the years, and are well established, well respected companies. These holdings usually hold up better in down markets, as is the case this year, and help to lower the beta of the Fund. For the quarter, the sectors with the largest average weight were Industrials, Information Technology, Health Care and Consumer Discretionary. Consumer stocks used to dominate the Fund, but no longer, since the retail landscape is so competitive it’s more difficult to identify long-term winners, and because the current environment is trying. We aren’t making a statement through our lead weighting in Industrials, it’s just that we have some large winning stocks in this sector (Transdigm, Waste Connections and On Assignment, Inc.). Compared to the Russell 2000 Growth Index, we continue to be significantly underweight in Health Care and Information Technology. As explained in previous letters, this has been a major factor in our relative underperformance since last fall. These groups came back to earth at the end of the quarter, so our positioning now is working in our favor. Recent Activity Table V. Top net purchases for the quarter ended September 30, 2015 Year Acquired Builders FirstSource, Inc. Houghton Mifflin Harcourt Company Summit Materials, Inc. Party City Holdco, Inc. Cognex Corp. 2015 2015 2015 2015 2011 Quarter End Amount Market Cap Purchased (billions) (millions) $1.4 2.8 1.9 1.9 3.0 $22.8 18.5 17.7 13.0 12.1 We were not very active during the quarter. As we looked for new ideas, we were more focused on special situations early in the quarter, as growth companies traded at high valuations. As the quarter progressed, we added to some existing positions after they had fallen, and we deemed them attractive for purchase. Builders FirstSource, Inc. (BFS) is a leading lumber and building materials distributor and a manufacturer of structural and related building products, primarily supplying residential new construction markets. The company has been around since the late ‘90s, has been built through dozens of acquisitions. They impressively managed through the bursting of the housing bubble in 2008. The Baron Real Estate Fund has owned the stock for some time and holds management in high regard. We recently bought in when the company sold shares to fund the acquisition of a company twice its size called ProBuild. We believe the acquisition will be transformative. BFS is the third largest player in the industry but has acquired the biggest, creating an ever stronger and diversified distributor with more exposure to the higher margin remodeling segments. ProBuild was struggling, and we believe operations can be improved by BFS management. Over $100 million of synergies have been outlined, which if achieved, will mean that the acquisition was done under six times proforma EBITDA. We believe BFS is well positioned to benefit from the ongoing housing recovery. We forecast growth in single family starts to accelerate, back toward 1 million starts per year. As the largest players in the fragmented industry, we believe BFS will gain additional market share from smaller distributors. And we expect their bigger scale will enable them to improve product margins and drive incremental sales of value-added, higher margin products. If this plays as we expect, the numbers are dramatic. We estimate earnings to grow from less than a dollar per share next year to between $3-4 per share by 2020. That the company will generate significant amounts of free cash flow, which would enable it to de-lever rapidly from about five times debt to cash flow presently to under two times in four years. The risks to our thesis have to do with the success and pace of integration and the trajectory of the residential housing recovery. We like the risk reward. In addition to this new purchase, we added to our positions in Houghton Mifflin Harcourt Company, Summit Materials, Inc. and Party City Holdco, Inc. We discussed Houghton in the last quarterly, so please refer to that for our rationale. Summit Materials is a construction materials company that came public in March 2015, and we participated in its successful IPO. We think management is very seasoned, that the business is growing organically at a double-digit clip, and that they continue to make accretive acquisitions of complimentary assets in existing and new markets. The stock sold off recently and traded under 10 times our estimate of 2016 and eight times 2017 EBITDA, which we find very attractive, so we added to our position. Party City is the leading domestic retailer and largest global supplier of party-related goods. Like Summit Materials, Party City came public earlier this year, and we added it to our holdings this quarter when the stock was weak. We greatly admire Party City’s vertically integrated business model. It maximizes profitability, which has led to enviable profit margins. We believe Party City will grow nicely by opening new stores, which we believe will continue to show nice comparable store growth, by continuing to acquire manufacturers of products and capture both retail and wholesale margin, by expanding internationally and by de-leveraging. The stock has declined because of concerns that retail sales will be underwhelming in this tough environment. The stock is trading at twelve times our estimates for 2016 earnings and eight times EBITDA, which we believe underestimates the company’s worth and doesn’t reflect future growth. Table VI. Top net sales for the quarter ended September 30, 2015 Year Acquired Berry Plastics Group, Inc. Brookdale Senior Living, Inc. Fossil Group, Inc. Phillips 66 Partners LP LaSalle Hotel Properties Market Quarter End Cap Market Cap or When Market Cap Amount Acquired When Sold Sold (billions) (billions) (millions) 2012 $1.7 $3.6 $58.3 2005 2005 2013 2011 1.7 1.4 1.0 1.8 4.2 3.3 4.0 3.2 38.5 20.7 17.7 17.0 23 Baron Small Cap Fund During the quarter, we trimmed some larger positions and sold out entirely of many small ones. We sold some Berry Plastics Group, Inc., after they announced an accretive acquisition and the stock rose. Though we think the deal is attractive, and we believe management will integrate it well, the nature of the company changed, and we decided to take some profits. We trimmed Brookdale, as mentioned earlier. We sold out of long-term holding Fossil Group, Inc. and Graco, Inc. to redeploy funds to other names. The acquisitions of Rally Software Development Corp. and Advent Software, Inc. closed in the quarter. Outlook After the quarter ended, the Federal Reserve refrained from raising interest rates, seemingly concerned about the softening domestic economic reports and uncertainties about weak growth and markets abroad. The market initially reacted quite negatively, viewing the Fed’s lack of action to be a show of no conviction/pessimism in the economy’s pace of growth. Shortly thereafter, the jobs report for September was released, which was considered “grim,” and figures for the prior two months were revised down as well. Some corporate earnings pre-releases and reports pointed to slowing consumption, especially in energy-impacted areas. The Fed’s decision seemed more sound as fears arose about slowing domestic growth. In all this negativity, there are some positive observations. If rates were to stay low longer, that would be good for stocks (at least for the time being). The U.S. dollar was rising in anticipation of higher domestic interest rates, which was hurting our economy (exports harder, imports more competitive) and reducing reported earnings of companies with international operations. This, too, is on hold. Investment sentiment quickly became negative. . . this is good for stocks. And on a micro level, stock multiples have contracted to a point where they seemed reasonable, even cheap in many cases, against our expectations of future earnings. We believe earnings will be the key to the market. And through all the clutter it is what we are most focused on. It’s been a market where struggling companies that miss earnings’ expectations have been blasted, no questions asked, and the stocks have gone down more and stayed down longer than in normal market environments. Many performing companies have become market darlings, trading up to hefty valuation levels we feel uncomfortable with. Lots of these companies aren’t yet profitable and trade at revenue multiples or other concoctions, which don’t hold up well in corrections. We are hoping to invest somewhere in the middle. We seek to invest in special businesses that are able to show significant organic revenue growth (usually 5-20%), which can increase margins so profits are growing faster than revenues, that can supplement this with accretive acquisitions, debt repayment or share repurchase, so that per share earnings grow even faster; and where trading multiples can (ideally) expand or stay around present levels. This is our preferred formula. Going forward, the bull case for stocks is that the economy will continue to expand at a modest, yet self-sustaining rate. That monetary policy will be friendly, meaning when rates do rise that it will be gradual and won’t choke off growth. And that the stocks’ valuations are okay absolutely and cheap relative to low levels of interest rates and inflation. The bear case is that a recession is in the offing or the market will be gripped by contagion. The bull case seems more likely to us and we are generally constructive about the U.S. economy and underlying fundamentals. But we are hearing of weakening conditions from some of our portfolio companies so we are watching carefully. Thank you for investing in the Small Cap Fund. Cliff Greenberg Portfolio Manager October 23, 2015 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. Beta: measures a fund’s sensitivity to market movements. The beta of the market (Russell 2000 Growth Index) is 1.00 by definition. 24 Baron Opportunity Fund September 30, 2015 Dear Baron Opportunity Fund Shareholder: Performance Baron Opportunity Fund (the “Fund”) had a disappointing third quarter in a challenging market. The Fund declined 12.09% (Institutional Shares), lagging both the Russell 3000 Growth Index (the Fund’s new primary benchmark index), which declined 5.93%, and the broader market as represented by the S&P 500 Index, which declined 6.44%. Table I. Performance† Annualized for periods ended September 30, 2015 Baron Baron Opportunity Opportunity Russell Russell Fund Fund 3000 Midcap Retail Institutional Growth Growth S&P 500 Shares1,2 Shares1,2,3 Index1 Index1 Index1 Three Months4 (12.16)% Nine Months4 (6.04)% (2.70)% One Year 7.87% Three Years 8.95% Five Years 7.90% Ten Years Since Inception (February 29, 2000) 4.43% (12.09)% (5.93)% (7.99)% (6.44)% (5.83)% (1.86)% (4.15)% (5.29)% (2.38)% 3.21% 1.45% (0.61)% 8.17% 13.54% 13.98% 12.40% 9.26% 14.38% 13.58% 13.34% 8.09% 8.05% 8.09% 6.80% 4.55% 2.05% 3.24% 4.19% Review & Outlook The third quarter was full of unexpected challenges. Markets endured a late summer swoon in August and September as investors expressed concerns about global growth and reassessed the timing of the Fed’s long anticipated rate increase. The sell-off began with the unexpected devaluation of the Chinese RMB in mid-August. This coincided with disappointing Chinese economic data and led to a reduction in Chinese GDP growth expectations, which lead to a significant decline in Chinese equity markets. Many developing economies are highly dependent on China, creating second order concerns about the health of emerging markets and how an emerging markets slowdown may ultimately impact developed nations. At the same time, investors debated the likelihood of the Fed raising interest rates given an uncertain global macroeconomic picture. That debate is continuing as of this writing, although we believe the probability of a 2015 rate increase is currently running close to zero. Finally, we believe that the unexpected resignation of Speaker of the House, John Boehner, coupled with election- MICHAEL A. LIPPERT PORTFOLIO MANAGER Retail Shares: BIOPX Institutional Shares: BIOIX season rhetoric from national political candidates added further uncertainty to the mix, a condition that is rarely good for markets. In our opinion, none of these have impacted the secular trends or long-term drivers of business value for the companies in which we are invested. We remain steadfast in our view that a portfolio of well-managed, higher growth businesses capitalizing on innovative and longer-term secular growth themes could potentially outperform the broader market and passive indexes across market cycles. As we conduct our research, attending conferences, visiting companies, questioning management teams and listening to a wide range of earnings calls, it becomes increasingly 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. Nonetheless, macro uncertainties had a significant impact on the market this quarter and the multiples that investors were willing to pay for the growth businesses we own. In addition, even more bad news was received in late August, when the Fund’s Portfolio Manager, Michael Lippert, was seriously injured in a bicycle Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 1.35% and 1.08%, respectively. 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 1-80099BARON. † 1 2 3 4 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 25 Baron Opportunity Fund accident. We are pleased to report that Mike has made remarkable progress over the last two months, and that he has impressed doctors with the speed of his recovery. Those of us that know Mike well are thankful for his improvement but not surprised by it. Mike has long inspired his colleagues with his exemplary work ethic, sense of perseverance and determination to succeed. These are attributes that have helped make him an outstanding portfolio manager and research analyst, and give us confidence that he will fully recover ahead of schedule. In the interim, the portfolio is being managed by Alex Umansky, Neal Rosenberg, and Ashim Mehra. Mike has already begun to participate in daily portfolio discussions over the phone. He has brought his usual energy, passion and insight to those meetings, and he is playing an active role in managing the portfolio. We look forward to having him back in the office on a full time basis as soon as possible. Table II. Top contributors to performance for the quarter ended September 30, 2015 Flotek Industries, Inc. Amazon.com, Inc. Acxiom Corp. athenahealth, Inc. Equinix, Inc. Percent Impact 0.29% 0.27 0.18 0.17 0.17 Flotek Industries, Inc. is primarily a supplier of chemical additives to the global oil & gas industry with some ancillary oilfield service operations. The company has a proprietary product dubbed “complex nano-fluid (CnF)” that is proving to be extremely effective at increasing oil & gas shale well productivity. The company’s shares rebounded in the third quarter following stronger-than-expected results in the second quarter that were principally driven by CnF sales and margins. Given the recent volatility in the energy markets we exited the position in the quarter in order to reallocate capital towards higher conviction ideas. We will continue to monitor developments at the company going forward. Shares of Amazon.com, Inc. rose after the company reported another better-than-anticipated quarter. Having recently disclosed that Amazon Web Services (AWS) was more profitable than many investors anticipated, the continued growth in both the retail and AWS business provided investors with greater confidence in the company’s future growth plans. With e-commerce representing around 10% of global retail sales, we believe the structural shift to online retailing represents a multi-year growth opportunity for Amazon. We have been invested in Equinix, Inc. for over a decade and it is truly remarkable to see how the company has created a globally differentiated and hard-to-replicate platform to serve their customers’ needs. Year to date, shares are up 23% as the company has completed its REIT transformation, reduced its cost of capital and taken advantage of those lower capital costs to try and buy a large European competitor. We believe that, if the acquisition goes through, the company should be able to generate greater value to shareholders. We continue to like the growth prospects for Equinix’s business and think that management has a clear and workable plan to keep growing at a higher pace than its peers, while improving business efficiencies and showing margin leverage. Table III. Top detractors from performance for the quarter ended September 30, 2015 Percent Impact SunEdison, Inc. CaesarStone Sdot-Yam Ltd. Benefitfocus, Inc. Illumina, Inc. Shutterstock, Inc. –1.55% –0.87 –0.82 –0.74 –0.70 Shares of SunEdison, Inc., the world’s largest renewable energy developer, declined in the wake of its acquisition of U.S. residential solar developer Vivint Solar, with plans to drop down its solar portfolio to its yieldco (a dividend growth-oriented public company that bundles renewable longterm contracted operating assets to generate predictable cash flows and attractive income) TerraForm Power, Inc. Investors questioned aspects of the deal, including its $2.2 billion cost. We believe in the secular renewable energy story and that SunEdison’s large development pipeline should benefit it and its “yieldcos”. While we think the market dislocation is technical and temporary and that SunEdison will resume future growth, we have decided to sell the position to reallocate capital towards higher conviction ideas. The stock price of CaesarStone Sdot-Yam Ltd. detracted from performance during the third quarter. CaesarStone is a leading global manufacturer of quartz surfaces for kitchens and bathrooms. The stock price fell sharply in August after the company reduced its full-year revenue guidance on the second quarter earnings call. Weighing further on the stock price was the publishing of a negative report by a hedge fund that was short selling the stock. We believe that the stock price has overreacted to both events and remain positive on our investment in CaesarStone, as earnings growth continues to accelerate from successful new product launches and quartz market share gains versus other countertop materials, such as granite and marble. Acxiom Corp. is a leader in identity management and marketing data services for small and large enterprises. The company’s technology platform weaves an intricate web of customer data, business intelligence and deep analysis that empowers 7,000+ global brands across many industries. Shares of Acxiom appreciated in the quarter based on the rapid growth in its cloud-based connectivity and identity business, which almost doubled from a year ago. We believe that Acxiom is positioned to be the rails over which all marketing data is moved for the marketing software and digital advertising ecosystem. Shares of Benefitfocus, Inc., a leading provider of cloud-based benefits software, detracted from performance after outperforming earlier in the year. The company conducted a secondary offering during the quarter, which we believe weighed on the stock. The company continues to generate robust financial results, growing its employee customer count by 36% yearover-year and demonstrating initial traction with its newly launched modules. We believe that Benefitfocus serves an addressable market that is a hundred times larger than its current business. Shares of athenahealth, Inc. were up 16.4% in the quarter. The company reported better-than-expected growth in the number of physicians added to the company’s network as well as better-than-expected margins. We continue to have conviction in the investment thesis because we believe athena has a compelling software-enabled-service offering and will continue to gain market share. Shares of Illumina, Inc. detracted from performance in the quarter. Illumina is the leading provider of next generation DNA sequencing instruments and consumables. During the quarter, the company reported financial results slightly below Wall Street expectations. Although revenue increased 25% year-over-year and management reiterated full-year guidance, expectations had risen too high. The short-term stock price volatility did nothing to 26 Baron Opportunity Fund September 30, 2015 change our long-term investment thesis. We continue to believe Illumina has a dominant position in DNA sequencing at a time when demand is accelerating. Management has identified a total addressable market of $20 billion, excluding emerging opportunities in cancer related blood tests and non-invasive prenatal testing. Shutterstock, Inc. is the leading online provider of royalty-free stock photography to consumers and enterprises. Shares of Shutterstock were down in the quarter based on concerns around Adobe’s launch of their own competitive offering, Adobe Stock. Adobe increased its competitive positioning against Shutterstock by offering lower prices in certain segments and by integrating image buying into their proprietary software workflow. We believe that the increasing level of competition from Adobe, combined with the departure of Shutterstock’s CFO, created too much uncertainty for us with respect to the company going forward. We exited the position in the quarter. Portfolio Structure The Fund invests in high-growth, innovative businesses across all market capitalizations. As of the end of the third quarter, the largest market cap holding in the Fund was $426.5 billion and the smallest was $899 million. The median market cap of the Fund was $6.5 billion. The Fund had $323.9 million of assets under management. The Fund had investments in 44 securities. The Fund’s top 10 positions accounted for 40.0% of the portfolio. Table IV. Top 10 holdings as of September 30, 2015 Guidewire Software, Inc. Google, Inc. Gartner, Inc. CoStar Group, Inc. Illumina, Inc. Equinix, Inc. Facebook, Inc. Amazon.com, Inc. Tesla Motors, Inc. ANSYS, Inc. Quarter End Market Cap (billions) Quarter End Investment Value (millions) $ 3.7 426.5 7.0 5.6 25.4 15.6 253.4 239.4 32.4 7.9 $18.5 14.8 13.5 12.8 12.4 12.2 11.7 11.5 11.2 10.9 Percent of Net Assets 5.7% 4.6 4.2 3.9 3.8 3.8 3.6 3.5 3.5 3.4 Recent Activity Table V. Top net purchases for the quarter ended September 30, 2015 Quarter End Market Cap (billions) Google, Inc. ServiceNow, Inc. MasterCard, Inc. MarketAxess Holdings, Inc. Aspen Technology, Inc. $426.5 10.8 102.0 3.5 3.2 Amount Purchased (millions) $10.7 4.3 4.2 3.8 3.4 We added to our position in Google, Inc., in the quarter. Google is the world’s leading search provider, the world’s leading Internet video service through YouTube, and the provider of Android, the world’s most popular mobile operating system. We believe that Google will be more successful with its mobile transition (like Facebook before it) than the naysayers believe, that YouTube has significant monetization potential and that Google possesses the assets and relationships to make it a major player in people-based digital advertising. During the quarter, the Fund initiated a position in ServiceNow, Inc., a Software as a Service (SaaS) company that allows customers to manage and automate IT operations. The company has leveraged its superior architecture and product flexibility to rapidly increase its market share within IT Service Management, and it already counts 25% of the Global 2000 as customers. We believe that ServiceNow’s newly introduced products, its outstanding brand recognition and its customers’ need to enhance productivity should allow the company to successfully increase its share within the larger IT Operation Management market. The company’s average contract value within its existing customers grew by 40% last year alone. We believe the company already serves an addressable market of $15 billion annually, which is more than 15 times larger than its current size. We believe that opportunity will continue to expand as ServiceNow introduces new products to service adjacent markets. ServiceNow’s growth is supported by a secular trend of IT spend shifting from legacy on premise solutions towards SaaS offerings as IT environments are becoming increasingly complex. The company has high levels of recurring revenues and generates high customer retention rates of approximately 97%. MasterCard, Inc. 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. There are over two billion MasterCard- and Maestro-branded cards outstanding with acceptance at 36 million locations in more than 210 countries and territories. Broad merchant acceptance and consumer adoption of MasterCard-branded cards create strong network effects. 85% of all payment transactions are made with cash or checks today, while only 15% are made with electronic forms of payment, providing substantial room for further growth. We added to our position in MasterCard in the quarter. MarketAxess Holdings, Inc. operates the leading electronic platform for trading corporate bonds and other fixed-income securities. The company has dominant share with over 90% of electronic trading in the U.S. corporate bond market, which is in the early innings of a transition away from broker assisted voice-based trading to electronic. Electronic trading platforms provide a lower-cost and more efficient way to connect buyers and sellers. Just as the equities and futures markets shifted from trading floors/pits to electronic trading in the ‘80s and ‘90s, we would expect the same transition to happen in fixed-income in the coming years. With only 15% market share of the U.S. high-grade market and 6% of the U.S. highyield market, the company is still in the early innings of penetrating its addressable market. Market share for Eurobonds is in the mid-high single digits, having doubled from a year ago. The regulatory environment for financial institutions has also reduced the appetite of large banks to take positions in bonds or trade as actively as they once did, providing tailwinds to an already attractive growth opportunity. With only 7% penetration into the $47 billion dollar global fixed-income market, we remain optimistic about the road ahead. MarketAxess is a new holding in the portfolio. Aspen Technology, Inc. is the leading process tools provider for the engineering and construction, chemicals and energy markets. Its software improves competitiveness and profitability by increasing throughput and productivity, reducing operating costs and enhancing capital efficiency. We believe the company has substantial room to grow through new products, further customer penetration, a new product upgrade cycle and continued market share gains. The return on investment that the company’s customers realize from efficiency gains provides us with further confidence to invest with Aspen. We initiated a position in Aspen Technology in the quarter. 27 Baron Opportunity Fund Table VI. Top net sales for the quarter ended September 30, 2015 Shutterstock, Inc. Alexion Pharmaceuticals, Inc. Alibaba Group Holding Ltd. DigitalGlobe, Inc. Towers Watson & Co. Market Cap When Sold (billions) Amount Sold (millions) $ 1.2 38.8 159.3 1.6 8.1 $7.0 6.3 5.6 5.5 5.0 Alexion Pharmaceuticals, Inc. is the premier orphan disease company, whose lead product Soliris is a lifesaving medicine for both Paroxysmal Nocturnal Hemoglobinuria (PNH) and Atypical hemolytic uremic syndrome (aHUS). The company has expanded its efforts in orphan diseases (particularly ones with high unmet needs) with the acquisition of Strensiq for HPP (Hypophosphatasia) and Kanuma for LAL-D (Lysosomal Acid Lipase Deficiency), both of which are approved or in the final stages of approval for launch worldwide. The company recently announced the delay of Strensiq approval by the FDA for manufacturing related issues. With greater uncertainty surrounding the approval of Strensiq, and overall sentiment on the biotech industry souring, we reduced our exposure to the industry and sold our position in Alexion. Alibaba Group Holding Ltd. is the largest e-commerce company in China and the world. Shares have been declining based on the company lowering its projections for growth as its consumers continue to transition to mobile purchasing, which has inherently lower conversion. The mobile transition combined with slower overall growth in China and an IPO lock-up overhang created greater uncertainty for the road ahead. Accordingly, we sold out of the position in the quarter. We will continue to monitor developments at the company in an effort to gain further conviction on the company’s growth prospects, should we decide to own this business again in the future. Thank you for your support and for trusting us with your assets. We look forward to updating you in future letters. Sincerely, Alex Umansky Ashim Mehra Neal Rosenberg October 23, 2015 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. 28 Baron Partners Fund September 30, 2015 Dear Baron Partners Fund Shareholder: Performance During the three-month period ended September 30, 2015, Baron Partners Fund (the “Fund”) declined 10.51% (Institutional Shares). The Russell Midcap Growth Index, the benchmark against which we compare the performance of this Fund, declined 7.99%. The S&P 500 Index, which measures the performance of large cap companies, lost 6.44%. Year-to-date, the Fund (Institutional Shares) has underperformed its benchmark index, but slightly outperformed the S&P 500 Index. The Fund has outperformed both its benchmark index and the S&P 500 Index on an annualized basis since its conversion from a partnership to a mutual fund on April 30, 2003, as well as over the last 3 years, 5 years, 10 years, 15 years, 20 years and since its inception on January 31, 1992. Prior to the Fund’s conversion from a private partnership to a mutual fund on April 30, 2003, it paid substantially higher fees to Baron Capital Management, Inc., its manager. As a result, the Fund’s performance prior to that date would have been significantly higher if its present fee structure had been in place. RONALD BARON CEO AND PORTFOLIO MANAGER Retail Shares: BPTRX Institutional Shares: BPTIX The third quarter was challenging for equity markets. In August, the Chinese government unexpectedly devalued the country’s currency to help Table I. Performance Annualized for periods ended September 30, 2015 Three Months5 Nine Months5 One Year Three Years Five Years Ten Years Since Conversion (April 30, 2003) Fifteen Years Twenty Years Since Inception (January 31,1992) Baron Partners Fund Retail Shares1,2,3 Baron Partners Fund Institutional Shares1,2,3,4 Russell Midcap Growth Index2 S&P 500 Index2 (10.56)% (5.33)% (0.28)% 16.51% 14.77% 8.13% (10.51)% (5.13)% (0.03)% 16.81% 15.07% 8.31% (7.99)% (4.15)% 1.45% 13.98% 13.58% 8.09% (6.44)% (5.29)% (0.61)% 12.40% 13.34% 6.80% 12.97% 6.94% 10.26% 13.12% 7.06% 10.36% 10.97% 3.72% 8.60% 8.33% 3.96% 8.14% 12.51% 12.58% 9.19% 8.94% stimulate economic growth, which led to a sudden decline in Chinese stock markets because investors feared the Chinese economy was slowing more than previously anticipated. Global stock markets also declined because of concerns that the slowing Chinese economy would negatively impact other economies, particularly other emerging market economies. In addition, uncertainty about when the Federal Reserve would start to raise interest rates added to stock market volatility. The Fed’s decision not to raise rates in September was attributed to slower than expected economic growth, market turmoil, and lower than desired inflation. John Boehner’s surprise decision to resign as Speaker of the House also weighed on stock markets due to heightened uncertainty about whether Congress would be able to govern effectively under a new Speaker. Oil prices remain depressed, and Energy stocks continued to decline in the quarter. Baron Partners Fund owns no Energy investments. Consumer Discretionary businesses benefit from low energy prices. The Fund has about 33% of its gross assets invested in the Consumer Discretionary sector. The Fund has 18% of its gross assets invested in several Financial stocks that we believe will benefit if interest rates increase modestly. 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 1.51% (comprised of operating expenses of 1.32% and interest expense of 0.19%) and Institutional Shares was 1.26% (comprised of operating expenses of 1.06% and interest expense of 0.20%). 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 5 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 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 29 Baron Partners Fund Fund has 22% of its gross assets invested in technology businesses that provide services to consumers and financial businesses. Of the Fund’s average gross assets, 3.7% produced double-digit returns, 17.4% advanced by single digits and 78.9% declined based on average weight. On average, 52.7% of the Fund’s average gross assets outperformed the benchmark. Notable contributors to performance included Arch Capital Group Ltd., IDEXX Laboratories, Inc., ITC Holdings Corp., Verisk Analytics, Inc., and Under Armour, Inc. Notable detractors from performance included The Carlyle Group, CoStar Group, Inc., Hyatt Hotels Corp., Illumina, Inc., and Mobileye N.V. We regard this quarterly underperformance as anomalous and believe all these investments will contribute positively to the Fund’s future performance, although we cannot guarantee it. 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 think prospects for The Carlyle Group, CoStar Group, Inc., Hyatt Hotels Corp., Illumina, Inc., and Mobileye N.V. are favorable. All penalized their results in the quarter! 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. Although economic data from other regions around the world (Europe, China, and South America) has not been robust, U.S. economic data continues to show signs of improvement. Consumer and business confidence is rising, unemployment is falling, wages are increasing, housing prices are rising, auto sales are strong, and interest rates remain at historically low levels. In our opinion, stocks remain attractively valued, trading at 15 times next year’s earnings, while business activity continues to improve. 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. Table II. Top contributors to performance for the quarter ended September 30, 2015 Year Acquired Arch Capital Group Ltd. IDEXX Laboratories, Inc. ITC Holdings Corp. Verisk Analytics, Inc. Under Armour, Inc. 2002 2013 2005 2009 2015 Market Cap Quarter When End Market Acquired Cap Total Percent (billions) (billions) Return Impact $ 0.6 4.7 0.8 4.0 16.2 $ 9.0 6.8 5.2 12.5 20.9 9.72% 15.76 4.19 1.58 15.99 0.69% 0.41 0.16 0.06 0.05 Arch Capital Group Ltd. is a Bermuda-based specialty insurance and reinsurance company. Shares rose on reports of good quarterly financial results with 9% growth in book value per share. Despite soft industry pricing conditions, Arch continues to generate above-average returns due to profitable underwriting, benign catastrophe losses, and favorable reserve development. The recently acquired mortgage insurance business is scaling up. M&A activity in the property & casualty insurance industry has also helped boost share prices. (Josh Saltman) 30 Shares of veterinary diagnostics manufacturer IDEXX Laboratories, Inc. contributed to the third quarter performance. The company reported strong second quarter results that demonstrated share gains in instruments and reference labs, and assuaged concerns regarding its competitive position in rapid assays. Catalyst placements grew 44% in the quarter, driven by the launch of CatalystOne in the U.S. and Europe. Premium hematology placements grew 30% in the third quarter, a meaningful increase from 14% in the second quarter. Reference lab results were also strong, growing 12.1% in the third quarter. (Neal Rosenberg) ITC Holdings Corp. is the nation’s largest independent transmission company. Shares rose due to the relatively strong performance of the electric utility sub-industry as investors rotated away from risk in the broader stock market. We believe ITC has robust prospects for growth and will continue to execute on its growth strategy. The primary drivers for transmission investment, reliability and connection of new generation (including renewables), remain intact, and we believe ITC is well positioned to benefit from these trends. (Rebecca Ellin) Table III. Top detractors from performance for the quarter ended September 30, 2015 The Carlyle Group CoStar Group, Inc. Hyatt Hotels Corp. Illumina, Inc. Mobileye N.V. Year Acquired Market Cap When Acquired (billions) Quarter End Market Cap (billions) Total Return Percent Impact 2012 2005 2009 2013 2014 $0.7 0.7 4.2 6.8 7.9 $ 1.3 5.6 6.7 25.4 9.9 –38.10% –14.01 –16.94 –19.48 –15.46 –1.58% –1.39 –1.07 –0.98 –0.88 Shares of The Carlyle Group, an alternative asset manager, declined in the period. The company continues to perform well in its corporate private equity division. However, its newer divisions in Real Assets, Investment Solutions and Global Market Strategies have faced issues. While poor performance in these areas will likely result in lower near-term distributions, we think Carlyle still holds long-term promise as it launches new products and performance of existing funds may improve. (Michael Baron) Shares of CoStar Group, Inc., the leading provider of information and marketing services to the commercial real estate industry, detracted from third quarter performance. Investors appeared cautious about the magnitude of CoStar’s 2016 marketing investments to support its multifamily initiative. We see strong early traction in the multifamily space and believe that investments in marketing will yield meaningful returns. Over time, we believe the multifamily business can evolve into an incremental $1 billion business with 50% margins. (Neal Rosenberg) Shares of global lodging company Hyatt Hotels Corp. decreased in the third quarter. Investors appeared concerned that the upswing in the lodging cycle was ending based on a scattering of pre-announced third quarter earnings and trends in indicated RevPAR (revenue per available room) that were weaker than expected. We believe these preannouncements reflected company-specific issues unrelated to Hyatt’s asset locations and quality. Hyatt generated strong RevPAR growth in the period, leading to higher margins and cash flow, which it is using to buy back stock. (David Baron) Baron Partners Fund September 30, 2015 Recent Portfolio Additions Investment Strategy Table IV. We invest for the long term in a non-diversified portfolio of what we believe are 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, which we believe are mispriced or have fallen in price due to what we perceive to be temporary issues. This quarter, we bought Douglas Emmett, Inc., a long-time holding in other Baron Funds, and added to current holdings Zillow Group, Inc., Hyatt Hotels Corp., Fastenal Co. and The Charles Schwab Corp., among others. Our objective is to purchase shares of what we believe are well-established, appropriately capitalized, growing companies, with strong positions in markets with growing demand for their products and services. The Fund uses leverage with the goal of enhancing its investment returns. Leverage also increases risk, of course. Top net purchases for the quarter ended September 30, 2015 Zillow Group, Inc. TerraForm Global, Inc. Douglas Emmett, Inc. Hyatt Hotels Corp. Fastenal Co. Market Cap When Acquired (billions) Quarter End Market Cap (billions) Amount Purchased (millions) $4.3 2.4 4.2 4.2 6.8 $ 4.9 1.1 4.2 6.7 10.6 $47.0 20.0 8.2 4.9 1.8 Zillow Group, Inc. is the leading online real estate site in the U.S., offering information on homes for sale and rent, in addition to the Zillow Mortgage Marketplace. The company also owns and operates Street Easy, the leading real estate site for New York City and the Hamptons. Zillow continues to invest in its brand as the leader in the $12 billion real estate advertising market. The company recently acquired Trulia, the number three player in online real estate. Zillow has recently completed the integration of Trulia onto Zillow’s advertising sales platform. The integration of the sales platform and the introduction of new products focused on improving advertiser ROI should benefit the company going forward. Given that the combined companies capture less than 5 percent of the $12 billion that real estate professionals spend on marketing each year, we believe there is ample room for future growth and as such, added to our position in the quarter. (Ashim Mehra) We initiated a position in Terraform Global, Inc. upon its IPO. TerraForm Global is a globally diversified dividend growth-oriented company formed to own and operate contracted clean power generation assets in attractive highgrowth emerging markets. The company’s parent is SunEdison, the world’s largest renewable energy developer, and TerraForm Global’s purpose is to acquire assets that produce high-quality long-term contracted cash flows from SunEdison and other third parties. As a “yieldco”, TerraForm Global’s high dividend payout ratio and long-term contracted cash flows enable a lower cost of capital than its developer parent, and that differential allows the funding of future growth at accretive levels. The market for renewable energy is huge and growing rapidly, with $2.1 trillion of investment needed between 2015 and 2020, of which 35% is in TerraForm Global’s addressable market. Solar and wind energy capacity additions are expected to have a compounded annual growth rate of 32% and 14%, respectively, within its target markets. (Rebecca Ellin) Douglas Emmett, Inc. is a REIT that owns and manages what we believe to be an exceptionally high-quality portfolio that includes 15.5 million square feet of Class A office space and 3,300 apartment units in the premier coastal submarkets of Los Angeles and Honolulu. The long-term fundamental outlook for Douglas Emmett’s submarkets is favorable. Demand is being driven by continued job growth, as well as employees’ propensity to work close to where they live (thereby avoiding heavy traffic). Supply is constrained as a result of significant barriers to new construction that include zoning restrictions, height limitations and outspoken homeowner groups. The company has dominant positions, with an average 25% market share in its Los Angeles submarkets, and 34% in Honolulu, resulting in strong tenant relationships, economies of scale and pricing power. The company has attractive growth prospects through leasing up vacant space and raising rents in the existing portfolio, complemented by an active acquisition and development strategy. We are investing alongside a management team that we respect and who together own over 20% of the company. (David Kirshenbaum) Another common investment theme for Baron Partners Fund is to invest in 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 nearly five years, we expect to benefit from these expenditures. In contrast, most midcap mutual funds are trading oriented, turning over their entire portfolios on average every 18 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 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 Crisis of 2008-09. We expect both businesses to benefit when interest rates begin to increase. Managing risk is a key part of our investment process. We help manage risk from a company perspective by investing in businesses that we believe 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 help reduce the volatility of this non-diversified portfolio. Further, the underlying businesses in which the Fund has invested historically have less volatile earnings than its 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. We think it is especially important to make an effort to reduce portfolio volatility in a fund like Baron Partners Fund. This is to offset risk of a non-diversified portfolio that uses leverage. 31 Baron Partners Fund Thank you for investing in Baron Partners Fund. Portfolio Structure The Fund’s non-diversified portfolio is currently invested in 29 businesses, principally mid cap companies. As of September 30 2015, the weighted average market capitalization of the Fund’s portfolio investments was $11.1 billion, compared with $13.1 billion for the benchmark. The Fund currently has significantly larger investments in Consumer Discretionary, Financials, Information Technology and Utilities sectors than the Russell Midcap Growth Index. The Fund’s investments in Health Care and Industrials are weighted less than the index. The Fund does not have investments in Consumer Staples, Energy, Materials, or Telecommunication Services. We are not attempting to mirror our benchmark or any other index with the Fund’s portfolio. We think the businesses in which the Fund has invested have the potential to double in size within four to five years, although there is no guarantee that will be the case. 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 potential strong returns on capital and provide them with the ability to grow consistently over the long term. Table V. Top 10 holdings as of September 30, 2015 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 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 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 October 23, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Total Acquired (billions) (billions) (millions) Investments Tesla Motors, Inc. CoStar Group, Inc. Arch Capital Group Ltd. ITC Holdings Corp. FactSet Research Systems, Inc. Hyatt Hotels Corp. CarMax, Inc. Verisk Analytics, Inc. The Charles Schwab Corp. Dick’s Sporting Goods, Inc. 2014 2005 $21.9 0.7 $32.4 5.6 $204.9 190.4 8.6% 8.0 2002 2005 0.6 0.8 9.0 5.2 180.0 130.0 7.6 5.5 2007 2009 2011 2009 2.5 4.2 6.1 4.0 6.6 6.7 12.3 12.5 123.9 122.5 118.6 110.9 5.2 5.2 5.0 4.7 1992 1.0 37.6 109.2 4.6 2005 1.6 5.9 102.9 4.3 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. 32 Baron Fifth Avenue Growth Fund September 30, 2015 Dear Baron Fifth Avenue Growth Fund Shareholder: Performance The third quarter of 2015 was a challenging one for equity investors and we did not fare well. The Baron Fifth Avenue Growth Fund declined 10.4% (Institutional Shares) compared to the 5.3% and 6.4% declines for the Russell 1000 Growth and S&P 500 Indexes, respectively. It was an unusual quarter. Amazon, Google, Starbucks, Facebook, Priceline, Equinix and Visa – seven of our top 10 holdings, were all up during the quarter, with Amazon and Google, our two largest investments, posting double-digit returns. Admittedly, to our surprise, it was not nearly enough to offset the extreme share price dislocations for the companies that have suddenly lost the market’s favor. After three years of materially better-than-expected growth, Illumina reported a modest deceleration and the shares declined 20%. A presidential candidate railed on Twitter against a ridiculous 5,000% price hike on a 62-year-old drug and our biotech investments, which we believe have always acted in a responsible manner, suffered double-digit declines. The drug maker backed down from the price increase and, naturally, the shares of the biotech companies declined even further. Speaking of Twitter, getting rid of an unpopular and underperforming CEO has proven to be a lot easier than finding a competent one and fixing even the most obvious of problems. Though not a large position in the portfolio, the 25%+ decline in the price of the stock was still painful enough, and we believe it finally de-risked our investment. Alibaba also continued its freefall, down 28%, as the growth of the Chinese Table I. Performance† Annualized for periods ended September 30, 2015 Three Months4 Nine Months4 One Year Three Years Five Years Ten Years Since Inception (April 30, 2004) Baron Fifth Avenue Growth Fund Retail Shares1,2 (10.48)% (2.76)% 0.48% 12.65% 12.92% 5.92% Baron Fifth Avenue Growth Fund Institutional Shares1,2,3 (10.42)% (2.56)% 0.72% 12.93% 13.20% 6.09% Russell 1000 Growth Index1 (5.29)% (1.54)% 3.17% 13.61% 14.47% 8.09% S&P 500 Index1 (6.44)% (5.29)% (0.61)% 12.40% 13.34% 6.80% 6.51% 6.66% 7.87% 7.14% ALEX UMANSKY PORTFOLIO MANAGER Retail Shares: BFTHX Institutional Shares: BFTIX economy came under further scrutiny and the Chinese Central Bank unexpectedly weakened the Yuan. But the truly injurious developments occurred in our alternative energy investments SunEdison and TerraForm Global, where the circular feedback loop of loss of confidence leading to loss of access to capital markets leading to loss of possible future growth led to a terrible dislocation. The declines in these two stocks accounted for over 60% of the Fund’s relative underperformance. Trying to understand the psychology of investing (behavioral finance, loss aversion, cognitive errors, etc.) has always been part of our investment process. Emotions, biases, lack of patience are all commonly present on the human side of investing and can sometimes be the reasons behind the mispricing of stocks. We frequently witness outcomes strongly biasing perceptions (a team wins the Super Bowl – it must have been the best team, or a fund posting a strong year – must have been managed by skilled investors). Less frequent and harder to navigate are circumstances when perceptions bias the outcomes. By all accounts, the leverage deployed by Lehman Brothers during the financial crisis was not materially different from that of its peers but the perceptions and loss of investors’ confidence ultimately led to its complete demise. Howard Performance listed in the table above is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 1.37% and 1.08%, but the net annual expense ratio is 1.30% and 1.05% (net of the Adviser’s fee waivers), respectively. 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 4 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 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 33 Baron Fifth Avenue Growth Fund Marks, the founder and Co-Chairman of Oaktree Capital, explains this concept beautifully in his most recent letter that can be found here: http://www.oaktreecapital.com/MemoTree/Inspiration%20from%20the%2 0World%20of%20Sports.pdf Although recent sharp share price declines in several of our investments were disappointing, we remain confident in our philosophy and process of looking for “big ideas” and investing in what we believe are unique, competitively advantaged companies for the long term. Though time will tell, we do not believe we have suffered permanent loss of capital during this quarter. Table II. Top contributors to performance for the quarter ended September 30, 2015 Amazon.com, Inc. Google, Inc. Starbucks Corp. Facebook, Inc. The Priceline Group, Inc. Quarter End Market Cap (billions) Percent Impact $239.4 426.5 84.4 253.4 62.7 1.19% 0.54 0.20 0.18 0.18 Shares of Amazon.com, Inc., continued to inflect during the September quarter, up 18%, as the sheer size, growth rate and actual profitability of Amazon Web Services (AWS) became more apparent. We believe the meaningful re-rating of the shares over the last nine months was due to increased transparency and disclosures allowing investors to better appreciate all the various ways that Amazon has continued to grow and outperform expectations – Amazon Prime, Third Party sales and fulfillment, AWS, Streaming and original content, better operating margins and profitability, and so on. Our investment thesis premised on the secular shift towards e-commerce, which still represents less than 10% of global retail sales, benefiting the pure play e-commerce platforms, continues to be intact, and Amazon.com remains our highest conviction long-term investment idea. We think a phenomenon some investors refer to as “pattern recognition” is responsible for the strong performance of the shares of Google, Inc. (up 17%) in the third quarter. The company announced a change in the corporate structure and the creation of a “holdco,” appropriately named Alphabet, which would hold Google’s core search engine business and separate out its newer, less mature endeavors such as Google Fiber, Artificial Intelligence, Calico (Google’s foray into longevity), and others. Google veteran Sundar Pichai will become the CEO of Google, Inc., a subsidiary of Alphabet, allowing Google’s co-founders Larry Page and Sergey Brin to spend more time on Alphabet’s other businesses. We continue to believe that Google is one of the most innovative companies on Earth, with a powerful business model that benefits from the network effect, and the greatest collection of human talent in any one place in the world. Data is becoming increasingly more important and they own more data than any other company we know. We think the value of that data and its monetization opportunities will become more apparent over time. Shares of Starbucks Corp., the leading global specialty coffee platform (that’s right!), rose 6% in the third quarter after delivering another quarter of industry-leading sales and earnings growth. Same store sales growth at company-owned cafes accelerated to 7% during the quarter, driven by growth in emerging markets and key merchandising and marketing initiatives. With the core in-store beverage business as strong as ever, we believe Starbucks is just scratching the surface of its opportunities in food, 34 mobile payment and loyalty programs, Asia-Pacific expansion and wholesale channel development. Starbucks continues to be one of our stalwart investments. It’s been a while since we mentioned the shares of Facebook, Inc., the world’s largest social network, which rose 5% in the third quarter. It was a year ago that we argued that the word “mobile” was no longer describing a device, but rather a behavior. Facebook’s early focus on driving and improving consumer engagement on mobile platforms is starting to bear fruit. The company is the obvious beneficiary of a structural shift of advertising dollars from “analog” to digital, and with one billion active monthly mobile users, Facebook has positioned itself as one of the largest beneficiaries of the mobile way of life by presenting global advertisers with what we believe is the most compelling advertising platform. We believe the company is in the middle stages of scaling and building out its monetization structures and stands to benefit from expected improvements in the price of advertising on its platform. We think Facebook is continually expanding the size of its addressable market by acquiring and investing in newer synergistic offerings such as Instagram, WhatsApp, and Oculus VR. The Priceline Group, Inc. is a leading online travel agency with sites that include Booking.com, Priceline.com, RentalCars.com, and Agoda.com. Shares of Priceline rose 7% in the third quarter on the strength of strong second quarter results, and the expectation of improving margins in the latter half of this year. Though the cost of consumer marketing continues to increase, we think it is more than offset by the new growth opportunities the company is addressing in the U.S., Asia, and Latin America. Table III. Top detractors from performance for the quarter ended September 30, 2015 Quarter End Market Cap (billions) SunEdison, Inc. FireEye, Inc. Alibaba Group Holding Ltd. TerraForm Global, Inc. Illumina, Inc. $ 2.3 5.1 148.2 1.1 25.4 Percent Impact –2.48% –1.32 –1.00 –0.92 –0.87 Shares of SunEdison, Inc., the world’s largest renewable energy developer, declined in the wake of its acquisition of U.S. residential solar developer Vivint Solar, with plans to drop down its solar portfolio to its yieldco TerraForm Power, Inc. Investors questioned aspects of the deal, including its $2.2 billion cost. We believe in the secular renewable energy story and that SunEdison’s large development pipeline will benefit it and its yieldcos. We think the market dislocation is technical and temporary and that SunEdison will likely resume growth in the future. FireEye, Inc. is the next generation network security company that pioneered Advanced Persistent Threat Protection. The company has grown its sales by more than 10x over the last four years. While FireEye reported strong second quarter results with a significant beat on profitability metrics, the stock gave up most of its earlier gains on the news that the company’s CFO was unexpectedly leaving. We believe that FireEye has the best post-breach incident response service, which 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. Baron Fifth Avenue Growth Fund September 30, 2015 Alibaba Group Holding Ltd. is the largest e-commerce company in China. Alibaba 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. The shares were hit hard during the quarter due to continued slowdown in the growth of the Chinese economy and the 2 ½% devaluation of the Chinese currency relative to the U.S. dollar. We continue to be optimistic about Alibaba’s prospects given its market leading position, positive network effects, high cash generation, and what we believe to be its long runway for continued growth. Over the long term, we see further upside from its cloud computing business, as well as its interest in Alipay, the largest online payments provider in China. TerraForm Global, Inc. is a dividend growth-oriented renewable energy company (a yieldco) focused on emerging markets. The company went public in the third quarter at a lower-than-expected valuation. Its debt capital raise was also more expensive than anticipated, given difficult conditions in high yield and emerging markets. We believe in the secular renewable energy story and that parent SunEdison, Inc.’s large development pipeline will benefit its yieldcos. We think the market dislocation is technical and temporary and that TerraForm Global will likely resume future growth. Shares of Illumina, Inc. suffered a significant decline during the September quarter. Illumina is the leading provider of next generation DNA sequencing instruments and consumables. We have owned a substantial position in Illumina for the Fund over the last four years. During the quarter, the company reported financial results that missed the consensus revenue estimate. Although revenue increased 25% year-over-year and management reiterated full-year guidance, expectations had risen too high. We believe Illumina has a dominant position in DNA sequencing at a time when demand is accelerating, driven by expansion of the company’s technology into clinical markets. Recent Activity Table V. Top net purchases for the quarter ended September 30, 2015 Quarter End Market Cap (billions) SunEdison, Inc. Google, Inc. The Charles Schwab Corp. Mobileye N.V. Naspers Ltd. $2.6 2.5 2.3 1.5 1.4 We have used the market weakness to add to our existing investments in SunEdison Inc., Google, Inc., Mobileye N.V. and Naspers Ltd. We have purchased an initial position in the shares of The Charles Schwab Corp. In business for over 40 years, Schwab has become a trusted platform to independent registered investment advisors (RIAs) and individual investors alike. We believe Schwab is a structural share gainer in assets under management as advisors continue to migrate away from bulge bracket brokerage firms and wirehouses and find Schwab’s integrated custody, trading, portfolio management, and other investment advisory services uniquely suitable. We think profit margins have further room to improve as the company has been investing aggressively for growth and should start to realize the benefits of leverage and scale over the next few years. Table VI. Top net sales for the quarter ended September 30, 2015 PORTFOLIO STRUCTURE During the quarter we have initiated one investment and eliminated another one. The top 10 positions represented 51.0% of the Fund, the top 20 were 74.9%, and we exited the quarter with 36 holdings. $ 2.3 426.5 37.6 9.9 52.5 Amount Purchased (millions) Illumina, Inc. Brookfield Infrastructure Partners L.P. Concho Resources, Inc. Quarter End Market Cap or Market Cap When Sold (billions) Amount Sold (millions) $25.4 6.0 11.8 $1.9 1.6 1.3 Table IV. Top 10 holdings as of September 30, 2015 Amazon.com, Inc. Google, Inc. Facebook, Inc. Apple, Inc. Illumina, Inc. Starbucks Corp. MasterCard, Inc. Visa, Inc. The Priceline Group, Inc. Equinix, Inc. Quarter End Market Cap (billions) Quarter End Investment Value (millions) Percent of Net Assets $239.4 426.5 253.4 629.0 25.4 84.4 102.0 169.5 62.7 15.6 $14.9 10.4 9.5 6.1 5.9 5.9 5.9 5.8 5.4 4.7 10.2% 7.1 6.5 4.2 4.1 4.0 4.0 4.0 3.7 3.2 Over the last three and a half years we watched Illumina, Inc. grow significantly faster than even our optimistic expectations. In the process, the company’s share price increased almost six-fold making it easily the biggest and most consistent contributor to the Fund. We thought it was time to take some money off the table. Illumina remains one of the high conviction investments in the portfolio. We initiated a small position in Brookfield Infrastructure Partners L.P. last quarter on the expectation of seeing an inflection point in the company’s growth rate. A few months later, we have concluded that our thesis was incorrect and we exited the investment with a small loss. Concho Resources, Inc. has been a standout performer amidst a steep decline in the energy sector. We reduced the size of the position to make room for our investment in Charles Schwab. 35 Baron Fifth Avenue Growth Fund Outlook As we are finishing this letter, we have had a very good start to the third quarter earnings season. In fact, after strong earnings reports from Google and Amazon (yes, you read this right – Amazon and earnings actually used in the same sentence), the Fund is up 8.4% (Institutional Shares) from September 30 through October 23, and has recovered most of last quarter’s losses. Ironically, due to continued softness of the economies in Europe and further slowdown in growth in China, the Federal Reserve is no longer expected to start raising interest rates until sometime in early 2016, a perception that some are crediting for the renewed bid in the equity markets. As is typical, we do not have insights on the direction of the market. However, we do observe that unemployment in the U.S. remains fairly low, the economy appears to be humming along, and the decline in oil prices should provide meaningful savings to consumers. While we expect the market to remain volatile, we are constructive on the overall environment. 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 what we believe are unique companies with sustainable competitive advantages that have the ability to reinvest capital at high rates of return. Thank you for investing in the Baron Fifth Avenue Growth Fund. Sincerely, Alex Umansky, Portfolio Manager October 23, 2015 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. 36 Baron Focused Growth Fund September 30, 2015 Dear Baron Focused Growth Fund Shareholder: Performance Baron Focused Growth Fund trailed its benchmark in the third quarter of 2015. The Fund declined in value by 13.77% (Institutional Shares) during this period while the Russell 2500 Growth Index, the benchmark against which we compare the performance of the Fund, declined by 11.05%. The S&P 500 Index, which measures the performance of large cap companies, declined by 6.44%. The Morningstar US OE Mid-Cap Growth Category*, measuring the performance of all United States open end, mid cap growth funds fell by 9.49% for the three months ending September 30, 2015. For the first nine months of the year, the Fund declined 7.95% (Institutional Shares) while the Russell 2500 Growth Index fell 3.85%. Table I. Performance† Annualized for periods ended September 30, 2015 Three Months5 Nine Months5 One Year Three Years Five Years Ten Years Fifteen Years Since Inception (May 31,1996) Baron Focused Growth Fund Retail Shares1,2,3 Baron Focused Growth Fund Institutional Shares1,2,3,4 Russell 2500 Growth Index2 S&P 500 Index2 (13.79)% (8.15)% (4.01)% 7.74% 9.63% 8.19% 6.81% (13.77)% (7.95)% (3.78)% 7.98% 9.91% 8.35% 6.92% (11.05)% (3.85)% 3.35% 13.79% 13.93% 8.38% 4.77% (6.44)% (5.29)% (0.61)% 12.40% 13.34% 6.80% 3.96% 10.55% 10.63% 7.07% 7.58% RONALD BARON Retail shares: BFGFX CEO CHIEFAND INVESTMENT PORTFOLIO OFFICER MANAGER AND PORTFOLIO MANAGER Institutional Shares: BFGIX A difficult market in the third quarter more than eliminated the gains achieved in the first half of the year. Investors have been skittish as oil prices have come under severe pressure, the Chinese stock market has substantially declined, and turmoil increased in the Middle East with Russia’s direct entry into the Syrian conflict. The Federal Reserve indicated that it too was concerned about the pace of global economic growth and chose not to increase interest rates in the period. In addition to these macroeconomic (“macro”) concerns, company-specific problems have had a negative impact on the markets. Volkswagen’s “emission cheating” software will likely have an important adverse impact on the finances of the second largest global car manufacturer. This is while Glencore, the world’s largest commodity trader, may also be on unsound footing as commodity prices have substantially declined. Smaller companies’ stocks significantly underperformed those of larger companies in the period. The eight small cap companies held in the Fund represent 25.4% of the portfolio. This portfolio segment fell in value 26.4%, substantially more than the larger companies’ price decline. We do not think the broad decline of smaller cap businesses was a result of business 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) and Institutional shares was 1.09%. 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. † 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 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. 2 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. 3 The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. 4 Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. 5 Not annualized. * The Morningstar US OE Mid-Cap Growth Category Average is not weighted and represents the straight average of annualized returns of each of the funds in the Mid-Cap Growth category. As of September 30, 2015, the category consisted of 772, 755 and 587 funds for the 3-month, 1- and 5-year periods. Morningstar ranked Baron Focused Growth Fund Retail Share Class in the 98th, 89th and 82nd percentiles, for the 3-month, 1- and 5-year periods, and ranked Baron Focused Growth Fund Institutional Share Class in the 98th, 88th and 79th percentiles, respectively, in the category. 37 Baron Focused Growth Fund fundamentals. Accordingly, we think their share prices now represent unusually attractive value. We think this is probably because those companies are underfollowed by Wall Street analysts. Consumer Discretionary businesses represent the largest segment of the Fund at 43.6% of the portfolio and should benefit from the equivalent of the substantial “tax cut” American citizens are experiencing as a result of lower energy prices. We think travel businesses like Vail Resorts, Inc. and Hyatt Hotels Corp. should be assisted by lower cost of transportation, while retailer CarMax, Inc. should be aided by customers having more disposable income. 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 15.1x 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 9/30/15 9/30/15 Baron Focused Growth Fund – Institutional Shares 27.87% Russell 2500 Growth Index 17.60% S&P 500 Index 26.58% 2.72% 13.11% 10.63% (3.99)% (3.60)% 17.80% 14.25% 7.07% 7.58% Table III. Top contributors to performance for the quarter ended September 30, 2015 Market Cap When Year Acquired Acquired (billions) Arch Capital Group Ltd. ITC Holdings Corp. Church & Dwight Co., Inc. Verisk Analytics, Inc. Quarter End Market Cap (billions) Total Return Percent Impact 2003 2008 $0.9 2.2 $9.0 5.2 9.72% 0.30% 4.19 0.09 2007 2009 3.0 5.0 11.0 12.5 3.80 1.58 0.04 0.03 Arch Capital Group Ltd. is a Bermuda-based specialty insurance and reinsurance company. Shares rose on reports of good quarterly financial results with its 9% growth in book value per share. Despite soft industry pricing conditions, Arch continues to generate above-average returns due to profitable underwriting, benign catastrophe losses, and favorable reserve development. The recently acquired mortgage insurance business is scaling up. M&A activity in the property & casualty insurance industry has also helped boost share prices. (Josh Saltman) ITC Holdings Corp. is the nation’s largest independent transmission company. Shares rose due to the relatively strong performance of the 38 electric utility sub-industry as investors rotated away from risk in the broader stock market. We believe ITC has robust prospects for growth and will continue to execute on its growth strategy. The primary drivers for transmission investment, reliability and connection of new generation (including renewables), remain intact, and we believe ITC is well positioned to benefit from these trends. (Rebecca Ellin) Shares of consumer products company Church & Dwight Co., Inc. rose in the period. Despite continued category headwinds and a weak consumer market, performance was solid. Organic sales grew by over 5%, and we think momentum will continue, as the company has successfully addressed supply constraints in its vitamin business. Investors appeared confident in Church & Dwight’s ability to make growth-enhancing acquisitions. There is also speculation of a takeover by a firm looking to enter the U.S. market. (Michael Baron) Table IV. Top detractors from performance for the quarter ended September 30, 2015 Market Cap Quarter When End Market Year Acquired Cap Total Acquired (billions) (billions) Return CaesarStone Sdot-Yam Ltd. Benefitfocus, Inc. The Carlyle Group Financial Engines, Inc. Hyatt Hotels Corp. 2013 2014 2012 2014 2009 $1.5 0.7 0.9 1.8 4.2 $1.1 0.9 1.3 1.5 6.7 –55.65% –28.73 –38.10 –30.47 –16.92 Percent Impact –2.23% –1.40 –1.32 –1.29 –1.19 CaesarStone Sdot-Yam Ltd. is a leading global manufacturer of quartz surfaces for kitchens and bathrooms. Shares fell sharply in August after the company reduced its full-year revenue guidance on the second quarter earnings call. A negative report by a short seller of the stock also weighed on the stock price. We believe investors overreacted to both events and remain positive on our investment in CaesarStone, as earnings growth accelerates from successful new product launches and quartz market share gains vs. other countertop materials. (David Kirshenbaum) Shares of Benefitfocus, Inc., a leading provider of cloud-based benefits software, detracted from the third quarter performance after performing well earlier in the year. The company conducted a secondary offering during the third quarter, which we believe weighed on the stock. It continued to generate robust financial results, growing its employee customer count by 36% and demonstrating initial traction with its newly launched modules. We believe that Benefitfocus serves an addressable market that is more than 100 times larger than its current business. (Neal Rosenberg) Shares of The Carlyle Group, an alternative asset manager, declined in the period. The company continues to perform well in its corporate private equity division. However, its newer divisions in Real Assets and Investment Solutions and Global Market Strategies have faced issues. While poor performance in these areas will likely result in lower near-term distributions, we think Carlyle still holds long-term promise as it launches new products and performance of existing funds may improve. (Michael Baron) Baron Focused Growth Fund September 30, 2015 Recent purchases Table V. Top net purchases for the quarter ended September 30, 2015 Mobileye N.V. Year Acquired Market Cap When Acquired (billions) Quarter End Market Cap (billions) Amount Purchased (millions) 2015 $11.5 $9.9 $1.3 Mobileye N.V. (MBLY) is an Israeli-based, software and systems design leader for camera based ADAS (advanced driver assistance systems). MBLY’s algorithms help avoid accidents by implementing an advanced set of applications ranging from warnings (collision warning, lane departure warning) to active safety (Autonomous Emergency Breaking and Auto Pilot features). We believe MBLY has a dominant and defensible market position in ADAS due to its technology, as evidenced by its design wins with 75% of the most significant worldwide original equipment manufacturers (OEMs). Our proprietary research and public announcements from existing supply chain companies lead us to believe that MBLY has a great opportunity to significantly grow units and prices for the foreseeable future. We think that over the next decade almost every car on the road will have camera based algorithms deployed in it as a basic feature (a part of a larger sensors’ system). We believe these features will help save thousands of lives and billions of dollars. With its technology and low selling price, we believe MBLY is well positioned to capitalize on its existing relationships with the majority of worldwide OEMs and grow its revenues and cash flows at a very fast rate. We believe MBLY could be the parallel of “Intel inside” in the auto world. (Gilad Shany) Portfolio structure The objective of Baron Focused Growth Fund is to double its value per share within five years. Of course, we may not achieve our objective. Our strategy to accomplish this goal is to invest for the long term in a focused portfolio of what we believe are appropriately capitalized, well-managed, small and mid-cap businesses at attractive prices. We attempt to create a portfolio of less than 30 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 all 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 September 30, 2015, Baron Focused Growth Fund held 24 investments. The median market capitalization of those small and mid-sized growth companies was $5.41 billion. Compared to its benchmark, the Fund’s investments have higher profitability (as exhibited through greater operating margin, net margin and free cash flow 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 have more consistent earnings (lower standard deviation of earnings growth and lower beta). We find these metrics important in helping limit 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 its benchmark index is 22.0%. Additionally, the Fund currently does not hold any Energy positions, although this sector constitutes a small portion of the index. The Health Care sector, and particularly the biotechnology category, has been an extremely strong performer the past few years as investors speculate on increased drug approvals and their profitability. However, this strength reversed in the third quarter as the Health Care sector was the second worst performing category (behind Energy) in the Russell 2500 Growth Index, declining 16.50%. We have felt that the industry did not offer the attractive risk/reward characteristics. We have historically avoided biotechnology stocks in this focused portfolio since the outcomes for many such companies are binary. Instead, the Fund has invested in businesses with, in our view, multiple growth opportunities. Examples included businesses like financial technology platform FactSet Research Systems, Inc., which is growing its small customer base in a sizeable category, while also introducing new products and services allowing it to increase price per account; and Manchester United plc, a sports franchise that we believe can increase sponsorships, improve global merchandising, more effectively monetize television broadcasting and launch subscription-based digital content. We believe these multifaceted businesses will provide steadier and more impressive returns over the long term than companies solely reliant on a single product’s success. Table VI. Top 10 holdings as of September 30, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Tesla Motors, Inc. Vail Resorts, Inc. CoStar Group, Inc. Hyatt Hotels Corp. FactSet Research Systems, Inc. Manchester United plc Arch Capital Group Ltd. Choice Hotels International, Inc. CarMax, Inc. Benefitfocus, Inc. 2014 2013 2014 2009 $31.2 2.3 6.2 4.2 $32.4 3.8 5.6 6.7 $20.4 14.3 13.0 12.2 11.7% 8.2 7.5 7.0 2008 2012 2003 2.5 2.3 0.9 6.6 2.8 9.0 12.0 9.4 7.3 6.9 5.4 4.2 2010 2011 2014 1.9 5.7 0.7 2.7 12.3 0.9 7.1 7.1 7.0 4.1 4.1 4.0 39 Baron Focused Growth Fund 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 October 23, 2015 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. 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. 40 Baron International Growth Fund September 30, 2015 Dear Baron International Growth Fund Shareholder: Performance The Baron International Growth Fund (the “Fund”) declined 9.96% (Institutional Shares) for the third quarter of 2015, while its principal benchmark index, the MSCI ACWI ex USA IMI Growth Index, retreated 10.59% for the quarter. Global equities declined significantly in response to diminishing growth prospects, particularly in the emerging markets, as well as to widening credit spreads and a broad increase in risk premium. In our view, a key catalyst during the quarter was a volatile progression of policy moves in China - first, a failed attempt to stabilize the local A Share equity markets, and subsequently a modest, but in our view meaningful, devaluation of the Chinese RMB. Such measures resulted in rising uncertainty over economic and financial stability as well as political leadership in China, an undisputed leading driver of global investment and growth over the past decade. We understand the global market reaction but will detail our perhaps out of consensus interpretation of the RMB devaluation later in this letter. The other major catalyst of market activity during the quarter was the shifting market anticipation over an imminent start to the U.S. Fed rate hike cycle. As we have suspected, expectations of such an event have been pushed out for now due to concerns over the global economic and financial growth. We do note however that, although the Fed currently remains on hold, during the quarter a very significant tightening of conditions has been priced into the global credit markets, particularly high-yield and EM sovereign bonds where credit concerns are concentrated. As such, while we believe we are now in the late stages of the current market correction, we note that tightening of the recent conditions Table I. Performance† Annualized for periods ended September 30, 2015 Baron Baron International International MSCI Growth Growth ACWI ex Fund Fund USA IMI Retail Institutional Growth 1,2 1,2.3 Shares Shares Index1 Three Months4 Nine Months4 One Year Three Years Five Years Since Inception (December 31, 2008) (9.99)% (3.21)% (3.68)% 5.07% 4.93% (9.96)% (3.04)% (3.45)% 5.33% 5.21% 11.11% 11.38% MSCI ACWI ex USA Index1 (10.59)% (12.17)% (5.24)% (8.63)% (7.58)% (12.16)% 3.87% 2.34% 2.93% 1.82% 8.51% 7.26% MICHAEL KASS PORTFOLIO MANAGER Retail Shares: BIGFX Institutional Shares: BINIX has increased the possibility of a related credit event, which in our view could mark the “ninth inning” and perhaps set up the stage for a sustainable recovery. Also worth noting on the positive side during the quarter, immediate concerns over a Greek insolvency and Euro exit faded as a referendum resulted in a pro-Euro parliamentary majority. Though the current investment environment remains somewhat uncertain, we remain enthusiastic about the many companies and entrepreneurs in which we have invested. Further, we believe such companies and entrepreneurs in general represent the solution to the primary challenge facing many economies, particularly those in the developing world experiencing the greatest stress and threatening global growth; we would define this challenge as deteriorating capital efficiency and economic productivity coincident with sustained credit growth. We remain confident that we are well positioned to deliver on the long-term potential inherent in the international and emerging equity markets. While down in absolute terms, our third quarter return modestly outperformed our key international benchmark indexes. During the quarter, the largest drivers of positive relative performance were stock selection effect in the Industrials and Consumer Discretionary sectors. Within Industrials, our performance was driven by Aena SA, the leading Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of December 31, 2014 was 1.63% and 1.34%, but the net annual expense ratio was 1.50% and 1.25% (net of the Adviser’s fee waivers), respectively. 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 4 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. Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher. Not annualized. 41 Baron International Growth Fund airport operator in Spain, which we profiled in our March 2015 letter, Ryanair Holdings plc and EasyJet plc, both leaders in low-cost European air travel, and MonotaRO Co., Ltd., a fast growing Japan-based B-to-B eCommerce distributor of maintenance, repair and operations consumables. Within Consumer Discretionary, the drivers of outperformance were Domino’s Pizza Group plc and Domino’s Pizza Enterprises Ltd., the highly efficient operators of Domino’s franchise rights in the U.K. and Australia, ProSiebenSat.1 Media SE, a leading German broadcast and digital media operator, and AO World plc, the leading online vendor of appliances and televisions in the U.K. and Germany. The largest negative impact to relative returns was a significant underweight position in Consumer Staples, as well as adverse stock selection within the Utilities sector, where our recently established investment in the IPO of TerraForm Global, Inc. was a victim of poor timing in the context of the rapid decline in energy prices and a significant increase in emerging market credit spreads. recovered in the third quarter as the company reiterated its longer-term growth forecast. The company expects growth to reaccelerate in the latter half of the year, along with a continued ramp in German operations, a market that is twice as large as the U.K. market. (Ashim Mehra) Domino’s Pizza Group plc is the master franchisee of the Domino’s Pizza brand in the U.K., Ireland, and other European countries. The company entered continental Europe with the goal of replicating its success in the U.K. When its share price corrected substantially due to lack of progress in Germany, we built a position on the belief that the market had overpenalized it for the weakness in Germany, and that its business there would make progress. During the third quarter, the company reported earnings that demonstrated a solid turnaround in Germany. (Kyuhey August) Table III. Top detractors from performance for the quarter ended September 30, 2015 Percent Impact Table II. Top contributors to performance for the quarter ended September 30, 2015 Percent Impact Ryanair Holdings plc Arch Capital Group Ltd. easyJet plc AO World plc Domino’s Pizza Group plc 0.18% 0.18 0.18 0.17 0.17 Shares of Ryanair Holdings plc rose in the third quarter after reporting stronger-than-expected full-year guidance. Ryanair is a European budget airline. While we think low oil prices will buoy all airlines in the short term, we expect Ryanair to attract passengers with the lowest fares in the industry, leading to profitability in any oil price environment. We believe that Ryanair’s cost advantage is sustainable, and that it will continue to gain significant market share in the European short haul passenger market. (Aaron Wasserman) Arch Capital Group Ltd. is a Bermuda-based specialty insurance and reinsurance company. Shares rose on reports of good quarterly financial results with 9% growth in book value per share. Despite soft industry pricing conditions, Arch continues to generate above-average returns due to profitable underwriting, benign catastrophe losses, and favorable reserve development. The recently acquired mortgage insurance business is scaling up. M&A activity in the property & casualty insurance industry has also helped boost share prices. (Josh Saltman) Shares of easyJet plc rose in the third quarter after reporting a strongerthan-expected summer result and expectation for the fall period. EasyJet is a low-cost European airline. While average fares can fluctuate over a short period of time due to incremental capacity shifts from competitors over specific routes, we believe the long-term consolidation underway will be difficult to reverse, and we expect easyJet to continue gaining market share from larger, loss-making incumbent airlines. (Aaron Wasserman) AO World plc is the leading online seller of major domestic appliances in the U.K. AO sets itself apart through its optimization of proprietary software and logistics and focus on customer service. Shares of AO 42 TerraForm Global, Inc. Nomad Foods Limited Kingdee International Software Group Co. Ltd. Mellanox Technologies Ltd. Haitong Securities Co., Ltd. –0.91% –0.58 –0.56 –0.53 –0.50 TerraForm Global, Inc. is a divided growth-oriented renewable energy company (a yieldco) focused on emerging markets. The company went public in the third quarter at a lower-than-expected valuation. Its debt capital raise was also more expensive than anticipated, given difficult conditions in high yield and emerging markets. We believe in the secular renewable energy story and that parent SunEdison, Inc.’s large development pipeline will benefit its yieldcos. We think the market dislocation is technical and temporary and that TerraForm Global will resume future growth. (Rebecca Ellin) Nomad Foods Limited owns Iglo Foods, Europe’s leading frozen-food company. Nomad gave back some of its second quarter gains as its business remained challenging as a result of discounting and more private label competition. To grow, Nomad continues to acquire, recently purchasing Findus, a European seafood and frozen food business. We think Findus overlaps nicely with Iglo’s products and geography, presenting the potential for significant synergies for Nomad, and we retain conviction in the company. (David Goldsmith) Shares of Kingdee International Software Group Co. Ltd. declined during the third quarter amid significant volatility in the Chinese market. Kingdee is a software vendor to small and medium-sized businesses in China. Following an investment from leading Chinese e-commerce operator JD.com, Kingdee is undergoing a strategic transformation from a direct to an indirect sales model. We think the indirect sales model will allow Kingdee to reach more potential customers more profitably and earn higher returns on its capital over the long run. (Aaron Wasserman) Shares of semiconductor company Mellanox Technologies Ltd. fell in the third quarter in the wake of its late quarter announcement that it had acquired EZChip, creating concerns around the current level of organic growth. Initial results for the third quarter released after quarter end Baron International Growth Fund September 30, 2015 alleviated these concerns and sent the stock back to its pre M&A levels. We believe the organic growth path for Mellanox remains intact and this acquisition will be meaningfully accretive to earnings and provide substantial cost and revenue synergies that will accrue to shareholder value over time. (Gilad Shany) Haitong Securities Co., Ltd. declined materially during the quarter in sympathy with the broad decline in China equities, particularly given the company’s sensitivity to margin balances and equity market trading volumes. We remain comfortable with Haitong’s long-term prospects given the anticipated shift in China credit provision from the traditional bank sector in favor of the securities industry which we believe is currently in the very early stage. (Michael Kass) PORTFOLIO STRUCTURE Table IV. Top 10 holdings as of September 30, 2015 - Developed Countries Percent of Net Assets Constellation Software, Inc. Aena SA Check Point Software Technologies Ltd. Ingenico Group SA ProSiebenSat.1 Media SE Eurofins Scientific SE Arch Capital Group Ltd. Domino’s Pizza Enterprises Ltd. Ryanair Holdings plc Symrise AG 4.0% 3.3 3.0 2.7 2.6 2.4 2.3 2.2 2.2 2.0 Table V. Top five holdings as of September 30, 2015 - Developing Countries Percent of Net Assets Steinhoff International Holdings Ltd. Tencent Holdings Ltd. TAL Education Group Kingdee International Software Group Co. Ltd. Dish TV India Ltd. 1.5% 1.3 1.3 1.2 1.1 Exposure by Country: At the end of the third quarter of 2015, the Fund was invested 80.8% in developed countries and 16.9% in developing countries, with the remaining 2.3% 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. Table VI. Percentage of securities in developed markets as of September 30, 2015 Percent of Net Assets United Kingdom Japan Germany Israel Spain Canada France United States Australia Ireland Switzerland Italy Norway Hong Kong 19.2% 14.0 10.2 6.1 5.6 5.6 5.1 4.8 3.2 2.2 1.9 1.7 0.7 0.5 Table VII. Percentage of securities in developing markets as of September 30, 2015 Percent of Net Assets China India Indonesia South Africa Brazil 7.4% 4.7 2.2 1.5 1.1 The Fund may invest in companies of any market capitalization, and we strive to maintain broad diversification by market cap. As of September 30, 2015, the Fund’s median market cap was $6.97 billion, and we were invested approximately 53.9% in large/giant cap companies, 37.6% in mid cap companies, and 6.2% in small/micro cap companies, as defined by Morningstar, with the remainder in cash and unassigned securities. Recent Activity Amid rising volatility and rapidly shifting macroeconomic conditions, the third quarter was relatively quiet in terms of new positions. While no major new themes emerged, we did initiate investments in lululemon athletica, inc., the world’s leading designer and retailer of “athleisure” wear, as well as Intesa Sanpaolo S.p.A., a leading and high-quality financial services provider based in Italy that we believe is positioned to benefit from the county’s economic reform agenda as well as the revival in European credit growth. During the quarter, we exited modest positions in China Unicom (Hong Kong) Ltd. and Syngenta AG, subsequent to a takeover bid from Monsanto Corporation. 43 Baron International Growth Fund Outlook In our previous letter, we questioned whether global monetary authorities had successfully engineered escape velocity and asset reflation; indeed, the third quarter confirmed our skepticism over an imminent start to a Fed rate hike cycle as a downgrade in growth and inflation expectations triggered a widespread retreat in financial markets and a return to “risk-off’ sentiment. While we are not at all surprised by this turn of events, we suspect that we have now entered the late stages of the current market correction as well as the absolute and relative bear market in emerging market equities, currencies and sovereign bonds. While such asset prices now appear arguably cheap, the key question in our view is what will be the catalyst for a recovery? Or, alternatively, what is the way forward from here? To answer, we must first analyze the root cause of the dislocation while recognizing that the emerging markets and commodity sector represent the epicenter of current instability and concern. We believe the strong headwinds emerging market economies and equities face today stem in large measure from aggressive quantitative easing by developed world central banks in recent years. Subsequent to the financial crisis of 2008, U.S. quantitative easing led to both a significant decline in global interest rates and expectations for sustained dollar weakness, driving a historic increase in U.S. dollar bond issuance by emerging market sovereigns and corporates. As leverage rose in the emerging markets, the U.S. economy slowly healed, and eventually Fed easing gave way to tapering. As the Fed passed the monetary baton to Japan and subsequently the ECB, conditions in the emerging markets markedly changed. While an easing in Japan or Europe may sooth local conditions, in a very low growth environment, and in the context of Fed tapering, such policy represents a tightening for most EM countries – particularly China whose currency until recently was pegged to the dollar. This is largely because many EM countries have commodity sensitive revenue streams and currencies and/or had previously aggressively borrowed in dollars. We have consistently suggested that if dollar strength against EM currencies persists, eventually we should expect China to engineer a depreciation of the RMB; we see no reason to expect China to unilaterally absorb the deflationary pressure resulting from a rising dollar as their Asian neighbors devalue. In fact, we believe maintaining the peg is one reason why China appears the epicenter of global weakness and risk. Indeed, in August, China shocked the markets with a modest currency depreciation, deflecting a portion of the deflationary impulse back at the developed and neighboring emerging countries. In our view, this action represents a warning by China, a precursor of what may come if the Fed engages in a rate hike cycle as currently envisioned, though that we now discount as unlikely. However, given a clear decoupling of economic conditions, we suspect that China would likely seek a market driven RMB exchange rate in such a scenario, which could drive the RMB at least 10% lower. We believe this would likely exacerbate global deflationary pressures while exposing how complex the global economic balance has become in recent years. This brings us back to our previous question: what is the way forward from here? In the relative near term, we see three possibilities. First, the global economic indicators could sustainably improve of their own accord in response to months of accumulated easing in the pipeline. We believe this is a possible but unlikely outcome. Second, China could engage in aggressive stimulus and/or devalue materially – also possible, but, in our view, not likely given recent official statements. Third, the Fed could shift its own rhetoric, indefinitely deferring rate hikes and perhaps even signaling a bias towards further easing, an outcome which we would tend to expect if the market based tightening referenced above were to result in an international credit event. While we certainly cannot predict the future, we do believe any of the above could create an important bottom in global markets and would likely trigger in particular a reversal in the relative performance of hard hit asset classes such as energy, commodities, cyclicals and the emerging markets. Of course, in the long term, we see the principal source of value creation in the international and emerging markets being a shift in capital allocation, resources and subsidies towards private sector entrepreneurs, as well as to the beneficiaries of productivity enhancing economic, financial and labor reforms. As our themes and investments are based on identifying and capturing such long-term value creation, we remain quite confident that we are well positioned to execute on the promise inherent in our markets. Thank you for investing in the Baron International Growth Fund. Sincerely, Michael Kass Portfolio Manager October 23, 2015 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. 44 September 30, 2015 Baron Real Estate Fund DEAR BARON REAL ESTATE FUND SHAREHOLDER: The generally unimpeded six-year broad-based appreciation in the stock market, most real estate securities, and the Baron Real Estate Fund (the “Fund”) hit a speed bump in the third quarter. The onslaught of negative news items contributed to disappointing performance for most stocks. Concerns included uncertainty over China’s economic growth prospects and its effect on emerging markets, the surprise devaluation of the yuan, persistently weak oil and commodity prices, uncertainty over the timing of the first Federal Reserve rate hike, and stretched valuations for certain segments of the market. The S&P 500 Index declined 6.44% from June 30, 2015 through September 30, 2015, its worst quarterly performance in four years, since the third quarter of 2011 when the S&P 500 declined 13.87%. The Baron Real Estate Fund was not immune to the overall market correction, and we are disappointed in the third quarter performance (see performance table below). As we finalize this third quarter letter, the Fund is off to a strong start in the fourth quarter, and has increased by 7.68% (Institutional Shares) from September 30, 2015 through October 23, 2015. In our shareholder letters, we strive to bring you under the tent so that you are fully informed of our current views. We have devoted considerable time reflecting on the first nine months of 2015, our observations regarding the stock market, and the various segments of the real estate market. Performance Table I. Performance Annualized for periods ended September 30, 2015 Baron Real Estate Fund Retail Shares1,2 Three Months3 (9.97)% Nine Months3 (9.41)% One Year (0.95)% Three Years 12.76% Five Years 16.89% Since Inception (December 31, 2009) (Annualized) 16.78% Since Inception (December 31, 2009) (Cumulative)3 143.97% Baron Real Estate Fund Institutional Shares1,2 MSCI USA IMI Extended Real Estate Index1 S&P 500 Index1 (9.91)% (9.26)% (0.71)% 13.03% 17.18% (2.87)% (3.67)% 6.13% 11.67% 12.96% (6.44)% (5.29)% (0.61)% 12.40% 13.34% 17.06% 13.46% 12.25% 147.41% 106.74% 94.30% JEFFREY KOLITCH PORTFOLIO MANAGER Retail Shares: BREFX Institutional Shares: BREIX In this letter, we will address various items that may be “top of mind,” including our perspective on the outlook for the stock market, the Fund, commercial real estate, the housing market, interest rates, and valuations. We will also opine on a number of real estate categories and companies that comprise the Fund, including REITs, hotels and cruise lines, homebuilders and land developers, building product/services companies, real estate services companies, senior housing operators, tower operators, casinos and gaming operators, and real estate operating companies. Q. What is your outlook for the overall market, real estate, and the Fund? A. Although we recognize that in the months ahead, there may be periods of market weakness, we continue to maintain our view that the prospects for the stock market, real estate, and the Fund are promising. We believe various factors should contribute to attractive returns in the future. We encourage you to read the “Portfolio Structure” section presented later in this letter. We also urge you to review our perspective on the outlook for the broader market, real estate, and several other “top of mind” topics that can be found in the “Outlook” section at the end of this letter. Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of December 31, 2014 was 1.32% and 1.06%, respectively. 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. 45 Baron Real Estate Fund Table II. Top contributors to performance for the quarter ended September 30, 2015 Quarter End Market Cap (billions) Equinix, Inc. Strategic Hotels & Resorts, Inc. AvalonBay Communities, Inc. Home Depot, Inc. Simon Property Group, Inc. $15.6 3.8 23.2 148.3 56.8 Percent Impact 0.25% 0.24 0.13 0.11 0.10 During the most recent quarter, the following holdings were the top contributors to performance: Equinix, Inc., an owner and operator of data centers, remains a top holding of the Fund. The company continues to report strong business results amid diminishing competition, and improving demand for its hard-to-replicate data center assets. It recently announced an agreement to acquire Telecity, a European data center company, for $3.6 billion. We are optimistic about this transaction because we think it should result in increased revenue opportunities, cost savings, tax advantages, geographic diversification, and new data capacity. In our opinion, the company should continue to generate strong cash flow growth and the shares remain attractively valued. Strategic Hotels & Resorts, Inc., a hotel REIT, owns one of the highest quality luxury hotel portfolios in the U.S. In the most recent quarter, Strategic Hotels announced that it has entered into a definitive agreement to be acquired by Blackstone Real Estate. A few of what we consider to be the Fund’s “best-in-class” REITs continued to report strong business results and held up well despite the recent market turmoil. They include AvalonBay Communities, Inc., that owns and operates what we believe is one of the newest and highest quality apartment portfolios in the U.S., and Simon Property Group, Inc., the world’s largest and best managed retail mall and outlets operator. Home Depot, Inc. also held up well in the most recent quarter as the company continued to report strong business results and encouraging business prospects. Table III. Top detractors from performance for the quarter ended September 30, 2015 Quarter End Market Cap (billions) CaesarStone Sdot-Yam Ltd. Brookdale Senior Living, Inc. Diamond Resorts International, Inc. Hilton Worldwide Holdings, Inc. Jones Lang LaSalle, Inc. $1.1 4.2 1.7 22.7 6.5 Percent Impact –1.28% –1.08 –0.75 –0.64 –0.57 In the most recent quarter, the shares of CaesarStone Sdot-Yam Ltd., the leading global manufacturer of high quality engineered quartz surfaces used primarily as countertops in residential kitchens, declined significantly from a peak of approximately $70 per share to $30. During this period, the Fund sold a portion of its holdings at an average price of $57 per share and subsequently reacquired shares at $33 per share, a price that we believe 46 represents considerable value. We remain bullish about the prospects for the shares and the company. In our opinion, the shares of CaesarStone were impacted by three key factors: First, its second quarter U.S. sales growth of 20%, while strong, did fall short of expectations of 30%. This occurred following the company’s recent increase of its manufacturing capacity to meet the surging demand for its quartz products. This lower growth quarter was likely due to factors that included customer budgeting shortfalls, delays in distributor orders, customer bottlenecks, and some moderation in single-family home construction. Importantly, we believe that despite its more moderate 20% growth, demand for quartz and CaesarStone products specifically will remain strong. Furthermore, management believes that growth in the U.S. in the second half of 2015 may be greater than 20%. Second, a small hedge fund issued a negative report on the company. In our opinion, the allegations cited in the report (that include claims of cost inflation, misrepresentations regarding quartz content, market share losses, and financial reporting inaccuracies) are irresponsible, inaccurate, and misleading. The management of CaesarStone published a response that refutes all claims in the hedge fund report and is considering legal action against the hedge fund. Third, in the most recent quarter, two Board members resigned. We have discussed this with management and are comfortable that the reasons for the two resignations did not include concerns about corporate governance, the management team, or strategy. Further, the company also issued a press release that states that the two resignations did not reflect differences of opinion as it relates to the company’s business, accounting or public disclosures, or any concerns about alleged wrongdoing. What is our current view of CaesarStone? We remain optimistic about the company’s long-term prospects. CaesarStone’s quartz products continue to take market share from other materials such as granite, marble, and laminate because it offers superior scratch, stain, and heat resistance as well as a wider array of design options. Quartz penetration in the U.S. is estimated at only 8% versus a much deeper penetration rate in the company’s other geographic markets (Israel 86%, Australia nearly 40%, Canada 18%). Our sense is that quartz penetration will continue to accelerate, and its modest 8% U.S. penetration underscores the potential opportunity for CaesarStone to grow sales over time. The company has zero debt. We believe CaesarStone continues to be a high-growth way to participate in the residential construction, repair and remodeling market. We believe CaesarStone’s shares are attractively valued at only 12.2 times our 2016 estimate of $2.78 earnings per share. At only 14 times our 2017 earnings per share estimate of $3.36 (20% earnings growth), the shares would reach $47 per share in the next 12 to 18 months versus a current price of $34 per share or 40% upside. Following a 35% increase in 2014, the shares of Brookdale Senior Living, Inc., the largest and most comprehensive owner-operator of senior housing in the U.S., declined significantly due to lowered earnings guidance (for two straight quarters), its slower-than-expected merger integration with Emeritus Corp., management leadership changes, and a pickup in senior housing construction activity. Following the second quarter, the Fund has been steadily decreasing its investment in Brookdale and currently September 30, 2015 maintains only a modest position in the company. We do, however, view the recent price decline as overdone and believe the shares have now become attractively valued. We remain optimistic about Brookdale’s long-term prospects, and we will continue to monitor its business and performance. In the third quarter, the shares of Diamond Resorts International, Inc., a global leader in the hospitality and vacation ownership industry, declined due to some concerns regarding the potential for increased competition from Airbnb and regulatory changes that could negatively impact the timeshare industry’s consumer lending practices. However, we recently met with management and believe these issues are overstated and should not result in a material financial impact. We remain optimistic about the prospects for Diamond Resorts due to its strong growth potential, solid balance sheet (its low net debt level approximates estimated cash flow), extremely favorable valuation (less than 4.5 times 2016 estimated cash flow!), and its strong estimated free cash flow generation of approximately $250 million (15% free cash flow yield) that could be used for acquisitions, dividends, stock buybacks, or debt repayment. Finally, in our opinion, management’s interests are aligned with ours due to their significant ownership stake in the company. The shares of Hilton Worldwide Holdings, Inc., the largest hotel company in the world, declined in the third quarter alongside most hotel stocks. Factors that weighed on hotel shares include concerns about a global economic slowdown, fears about competition and pricing pressure from Airbnb, and weaker-than-expected financial results and forecasts from several other companies (although not from Hilton). We recently met with Hilton management, and we continue to believe the company’s long-term prospects remain attractive. Baron Real Estate Fund Table IV. Fund investments in real estate categories as of September 30, 2015 Percent of Net Assets Hotels & Leisure Hotels & Timeshare/Leisure1 Cruise Lines REITs2 Building Products/Services Real Estate Service Companies Real Estate Operating Companies Homebuilders & Land Developers Casinos & Gaming Operators Tower Operators3 Senior Housing Operators Other4 Cash and Cash Equivalents 1 2 3 4 22.7% 16.1% 6.6 20.7 17.2 10.5 7.9 4.6 3.7 3.6 3.4 2.7 97.0 3.0 100.0% Total would be 19.0% if included hotel REIT Strategic Hotels & Resorts, Inc. Total includes 4.2% from Equinix, Inc., which has been operating as a REIT since January 1, 2015. Total would be 5.7% if included tower REIT American Tower Corp. Other includes Data Centers and Infrastructure-Related & MLPs real estaterelated categories. Currently, the Fund holds no MLPs. At September 30, the Fund maintained 43 positions. Our 10 largest holdings comprised 35.2% of the Fund, with an average position size of 3.5%, and our 20 largest holdings accounted for 60.2% of the Fund, with an average position size of 3.0%. Hilton has been generating industry leading growth and gains in market share. In addition to its solid business results, we believe there are several catalysts that could propel the shares higher, including a possible REIT conversion of its company-owned real estate, the spin-out of its timeshare business, the initiation of a dividend policy and stock buyback plan, Hilton’s inclusion in the S&P 500 Index, and an upgrade of its debt rating to investment grade. We are confident that management is focused on methods and initiatives to unlock shareholder value. Following the third quarter decline in the broad market and most real estate-related companies, we generally believe that real estate valuations have now become more attractive and business prospects remain solid. Our thoughts on The Baron Real Estate Fund’s 10 real estate category allocations are as follows: At its current share price of $23, Hilton is priced at what we believe is a compelling value of less than 10 times 2016 estimated cash flow. It has been our experience that buying high-quality hotel companies such as Hilton at less than 10 times cash flow has been prudent, and it usually results in strong returns, although there is no guarantee that this will be the case. We have continued to buy stock at recent prices and remain optimistic about the company’s long-term prospects. Hotels (9.0%): In the first nine months of 2015, shares of most hotel companies declined due to concerns over the possibility of increased inventory and pricing pressure from new competitors such as Airbnb, fears of a global economic slowdown, difficult year-over-year growth comparisons, concerns that the lodging cycle might be nearing an end, and weaker than expected financial results and business forecasts by several companies. Portfolio Structure Q: What are your current thoughts regarding the various real estate categories that comprise the Fund? A: In addition to our investments in REITs, we differentiate the Fund by investing in nine additional non-REIT real estate categories, as listed below. We believe that our broader approach to investing in real estate should produce better results over the long term. Hotels & Leisure (22.7%) (Includes Hotels (9.0%), Timeshare/Leisure (7.1%) and Cruise Lines (6.6%)): While we continue to closely monitor industry conditions, we maintain that the prospects for our investments in hotels are attractive amid expectations of solid demand, generally low supply forecasts, company-specific initiatives that may unlock shareholder value, the growing likelihood of mergers & acquisition activity (Strategic Hotels & Resorts, Inc., one of the Fund’s top holdings, recently agreed to be sold to Blackstone Real Estate), and attractive valuations that, in our opinion, reflect low investor expectations and more than anticipate many of the aforementioned possible challenges. 47 Baron Real Estate Fund Timeshare/Leisure (7.1%): We also remain optimistic about our timeshare investments, Wyndham Worldwide Corp. and Diamond Resorts International, Inc. Following strong share price performance the last few years, the stocks of both companies have declined in 2015 due to concerns regarding the potential for increased competition (Airbnb) and regulatory changes that could negatively impact the timeshare industry’s consumer lending practices. We recently discussed these issues with both management teams and believe the worries are overstated and should not result in any material financial impact for the foreseeable future. We remain optimistic about the prospects for both companies due to solid growth potential, quality balance sheets, extremely favorable valuations, and strong estimated free cash flow generation that could be used for acquisitions, dividends, stock buybacks, or debt repayment. Finally, we believe the interests of both management teams are aligned with ours due to their significant ownership stake in their companies. Cruise Lines (6.6%): We are optimistic about the prospects for the Fund’s investments in our cruise line companies (“hotels on water”), Norwegian Cruise Line Holdings, Ltd. and Royal Caribbean Cruises Ltd. We believe cruise line prospects are strong due to (i) a favorable industry structure whereby the three largest companies comprise 80% of the industry, and are rationally addressing new ship additions and customer pricing (fewer last minute discounts), (ii) high barriers to entry and limited competition due to the high cost to build a new passenger ship (approximately $800 million to $1 billion), (iii) lower oil prices (a key cost component) are providing a tailwind for earnings, (iv) excess Caribbean ship capacity is being redeployed to China, a new source of future demand, (v) strong growth prospects, and (vi) favorable valuations (approximately 15 times earnings amidst 25% earnings growth). REITs (20.7%): Business conditions are generally strong for our REIT companies, and they may continue to benefit from low interest rates, occupancy growth and increased rents at a time of limited new construction activity, improved balanced sheets that can support corporate growth, continued access to unprecedented low cost capital, and accretive investment opportunities. We are mindful, however, that although some REIT valuations are “fair” in our opinion, many of the Fund’s non-REIT real estate-related companies’ valuations are generally more compelling. Also, REITs may be more vulnerable to an eventual rise in interest rates than non-REITs. Building Products/Services Companies (17.2%): We have continued to invest in several residential-related real estate companies that we believe will benefit from a multi-year recovery in housing. Within the residential real estate-related category, we favor building products/services companies such as Home Depot, Inc., Lowe’s Companies, Inc., Mohawk Industries, Inc., Masonite International Corp., Builders FirstSource, Inc., and CaesarStone Sdot-Yam Ltd. because they typically benefit from an increase in new and existing home sales and the acceleration in spending for home repair and remodeling. Real Estate Service Companies (10.5%): We are optimistic about the prospects for our commercial real estate service companies, such as CBRE Group, Inc., Jones Lang LaSalle, Inc. and Kennedy-Wilson Holdings, Inc. We believe each company’s business 48 prospects, balance sheets, and growth prospects are strong and valuations are attractive. Real Estate Operating Companies (7.9%): We recently attended an annual investor meeting with the management of Brookfield Asset Management, Inc. We are big fans of CEO, Bruce Flatt, and his management team, and continue to believe the company has several opportunities to drive growth in the years ahead. We are also optimistic about the prospects for Forest City Enterprises, Inc., a diversified real estate operating company that is planning to convert to a REIT in the months ahead and should continue to execute on its plan to increase cash flow, repay debt, sell non-core assets, and improve shareholder value. Homebuilders & Land Developers (4.6%): We remain optimistic about the multi-year outlook for housing as we believe the pieces are falling in place for a moderately growing housing market. Although we favor specific homebuilders, such as Toll Brothers, Inc., and land developers like Howard Hughes Corp., we generally prefer to gain exposure to the housing market by investing in the residential building products/services category because these companies benefit not only from an improvement in home sales but also from consumer spending on home repair and remodeling. Casinos & Gaming Operators (3.7%): We remain bullish on the prospects for MGM Resorts International because Las Vegas business trends are encouraging, the company is focused on improving profitability (its “$300 million profit plan”), of possible strategic initiatives to unlock shareholder value (a potential U.S. REIT and/or asset sales), and its favorable valuation. We are researching possible investments in additional casino & gaming companies. Tower Operators (3.6%) (5.7% including tower REIT, American Tower Corp.): We remain optimistic about the prospects for our tower investments such as American Tower Corp. and SBA Communications Corp. These companies combine the stability of traditional real estate (five to ten year lease agreements that generate stable and growing cash flow) with the secular industry tailwind of increasing demand for wireless data-intensive devices such as iPhones, iPads, and other wireless devices. Barriers to entry remain high due to zoning restrictions that limit competing tower development. Senior Housing Operators (3.4%): Since the inception of the Fund at the end of 2009, our investments in senior housing operators have been major positive contributors to performance. Favorable demographic trends, an improving housing market, industry consolidation (two of the Fund’s senior housing companies were acquired in the last five years), cash flow growth, and an improvement in valuation contributed to the appreciation in the shares of our senior housing investments. In 2015, however, we have become more cautious about the prospects for senior housing and decreased the Fund’s investment in this real estate category from 12.3% at the end of 2014 to September 30, 2015 Baron Real Estate Fund only 3.4% of the Fund’s net assets by the end of the third quarter of 2015. Brookdale Senior Living, Inc. is in the midst of its challenging merger integration with Emeritus Corp. and is also facing an increase in senior housing construction activity. In the near term, we are more optimistic about the prospects for Capital Senior Living Corp., which we believe is facing fewer challenges than Brookdale. Other (2.7%): More than five years ago, we first began acquiring shares in Brookfield Infrastructure Partners L.P., an owner and operator of a globally diversified portfolio of high quality infrastructure assets. We remain optimistic about the prospects for Brookfield because we believe the shares are attractively valued and the company has several new and exciting growth opportunities. Recent Activity Table V. Top net purchases for the quarter ended September 30, 2015 Royal Caribbean Cruises Ltd. Summit Materials, Inc. Hilton Worldwide Holdings, Inc. MGM Resorts International Kennedy-Wilson Holdings, Inc. Quarter End Market Cap (billions) Amount Purchased (millions) $19.6 1.9 22.7 10.4 2.5 $43.0 32.9 15.7 13.8 11.9 As noted earlier in this letter, we are generally optimistic about the prospects for cruise line companies. Our favorable view is supported by several factors including: a favorable industry structure whereby the three largest cruise lines control approximately 80% of the industry, manageable new ship additions, rational pricing strategies, high barriers to entry, lower oil prices, emerging growth opportunities in China and Cuba, and favorable valuations. Recently, we added to our cruise line portfolio (we have owned Norwegian Cruise Line Holdings since its January 2013 IPO) with the purchase of shares of Royal Caribbean Cruises Ltd. The company operates 44 ships with an additional eight under construction, and serves 480 destinations on all seven continents. Management is targeting to double its earnings per share from $3.39 in 2014 to $7.00 in 2017 through moderate capacity growth, cost containment, and improvements in occupancy and rates. We believe the company could exceed those goals and generate $7.50 in 2017, representing an average annual growth rate of 30% between 2014 and 2017. In our view, the shares are attractively valued at approximately 15 times 2016 estimated earnings. At only 16 times our estimated 2017 earnings per share of $7.50 (25-30% 2017 estimated earnings growth), the shares would reach $120 per share in the next 12 to 18 months versus a current price of $92 per share or 30% upside. Summit Materials, Inc. is a heavy construction materials company with good exposure to infrastructure, residential and commercial construction. The firm operates in materials (aggregates and cements), products (asphalt and ready-mixed concrete) as well as services (paving operations). We recently met with management and believe that business prospects, both organic and potential future acquisitions, are strong. We estimate that the company may generate approximately $275 million of cash flow in 2015 and that cash flow may grow by more than 50% in the next two years to $435 million in 2017. At 9 to 10 times 2017 estimated cash flow, the shares would appreciate approximately 20 - 40% in the next 12 to 18 months. We are bullish. In the last few months, we took advantage of the market weakness to acquire additional shares of some of our high conviction companies. We added to our position in Hilton Worldwide Holdings, Inc., the largest hotel company in the world, at what we believe is an attractive valuation of less than 10 times estimated cash flow. We believe the company’s owned hotels would be valued in the private market at 13 to 14 times cash flow. We also acquired additional shares of MGM Resorts International at less than $20 per share, a 33% discount to our estimate of the company’s $30 per share intrinsic value. We also acquired additional shares in KennedyWilson Holdings, Inc., a global owner and manager of a high quality real estate portfolio, at prices that are at a significant discount to our assessment of the company’s private market value and at similar prices to where management was recently buying shares. Table VI. Top net sales for the quarter ended September 30, 2015 Brookdale Senior Living, Inc. Global Logistic Properties Ltd. Sunstone Hotel Investors, Inc. Zillow Group, Inc. Prologis, Inc. Quarter End Market Cap or Market Cap When Sold (billions) Amount Sold (millions) $4.2 10.7 2.9 4.9 20.3 $96.9 27.6 23.8 22.5 22.0 During the most recent quarter, we believe we upgraded the quality of the portfolio by either decreasing or exiting our investments in some of our lower conviction holdings (see “Table VI” above) and reallocated the capital to companies that we believe have stronger return potential. Outlook We continue to believe that the prospects for the equity market and the Baron Real Estate Fund remain attractive. Q. Why do we remain optimistic about the prospects for the equity market? A. Although equity markets may remain choppy in the months ahead primarily due to increased uncertainty regarding economic growth prospects and Federal Reserve policy, we continue to believe that the precursors for a sustained market correction are not evident. We remain bullish. The foundation for our constructive view is based on the following considerations: 1. The U.S. economy appears to be “not too hot, not too cold”. We believe that economic growth is expanding moderately, without signs that a recession is on the horizon. This economic environment should, in our view, be a positive backdrop for stocks. 49 Baron Real Estate Fund 2. Interest rates are likely to remain low. In our opinion, concerns about interest rates becoming a major headwind to equities and real estate are unwarranted. Moderate U.S. economic growth and uncertainties abroad do not portend a rapid increase in interest rates. Once the Fed increases interest rates, we anticipate a slow and gradual pace of tightening, and believe that equities can perform well should that occur. 3. Inflation concerns seem well off in the horizon. With no signs of a significant acceleration in wage and consumer price inflation, the Fed and the bond market are unlikely to be concerned. Further, lower gasoline and import prices should be a boon to U.S. consumers. We believe non-inflation growth should also bode well for equity returns. 4. Investor sentiment is poor. Investor sentiment appears to have swung from overly optimistic at the beginning of 2015 to overly pessimistic today. In the cycle of stock market emotions, we believe that the best time to buy stocks to help generate maximum returns occurs when sentiment is poor, although we cannot guarantee this will be the case. 5. Valuations are reasonable (and, in some cases, cheap). In the third quarter, numerous stocks were sold indiscriminately without regard to value, largely because external influences such as fears about China’s economy and a possible Fed interest rate hike weighed heavily on the market. In our opinion, equity valuations are now generally fair (the S&P 500 P/E is approximately 15 times forward earnings) and remain attractive versus bonds (especially factoring in longer-term inflation expectations of at least 2.0%). We believe the valuations of numerous real estate companies, such as hotels, timeshare, and real estate services, as well as certain residential real estate-related companies, are cheap relative to their historical valuations and future growth prospects. 6. Additional reasons to be optimistic. The U.S. banking system has improved dramatically and is now maintaining strong capital ratios. With large U.S. cash positions, corporate balance sheets are well positioned for merger & acquisition activity, capital expenditures, employment growth, stock buybacks, and dividend increases. There is a large pool of private equity investment capital poised for deployment. Jobs are being added. Household formation has been accelerating, and the outlook for housing is brighter. With all of these factors in place, we believe the equity market will continue to successfully climb a “wall of worry” and generate positive returns. Q. What may be some of the equity market challenges in the next several months? A. While we are optimistic about the prospects for equities, we are mindful of the challenges that may arise such as (i) China’s slowing economy and the possible spillover effects, (ii) a change in Fed policy and a corresponding increase in interest rates, and (iii) stock valuations. At this stage, we are not overly concerned about these items. China’s slowing economy and the possible spillover effects: This summer, concerns regarding a rapid decline in China’s economic growth appear to have been the initial catalyst for a correction in the global markets. We believe that the U.S. economy will avoid a contagion from China and will continue to expand. Why? According to a report published by Goldman Sachs, only 2% of the S&P 500 Index’s revenues are generated from China. Further, less than 1% of U.S. exports are shipped to China. 50 The Fed and interest rates: With respect to the Fed, in our opinion, too much attention has been focused on the timing of the first hike in the Federal Funds rate. In our view, the initial Fed tightening will have more of a psychological impact rather than much of an economic one because minimal fractional changes in short-term interest rates will still yield historically low borrowing costs. However, if the market does correct following the initial Fed interest rate hike, we suspect that may present a buying opportunity. Since 1954, there have been eight periods when the Fed increased interest rates. In no instance did the U.S. market peak coincide with the first Fed rate hike. In fact, on average, the S&P 500 Index increased by approximately 10% in the 12 months following the first Fed tightening. The big picture: Historically, an improving U.S. economy, despite being accompanied by rising 10-year U.S. Treasury yields, has been positive for the equity markets. What appears to be lost in the message about the timing of the first interest rate hike is that the Fed has indicated that it is going to limit these hikes to a minimum. The Fed tightening will likely be gradual and slow rather than aggressive given the still slow pace of inflation, moderate economic growth, and the sluggishness in the labor force. We believe that U.S. interest rates will continue to be a long-lasting underpinning for real estate-related stocks and the broader U.S. stock market. Lastly, although interest rates may head higher next year, reflecting an improvement in the economy, macro forces may put a “cap” on Treasury yields. These include the modest pace of the U.S. economic recovery, the Fed’s intention to maintain low interest rates, and lingering structural economic issues in Europe, China, and Japan. Below, we detail our thoughts on how real estate stocks and the Fund may perform if interest rates rise. Stock valuations: In our opinion, the valuation of the stock market is not expensive, but generally “fair.” Why? According to data provided by Standard & Poor’s and Omega Advisors, Inc.: 1. The forward P/E multiple of the S&P 500 Index is 15 times versus its historical multiple of 17.4 times average forward P/E multiple at bull market peaks since 1960. 2. We believe that measures of equity market valuation should be compared to alternative rates of return in bonds. Accordingly, since 1960, the 10-year Treasury at bull market peaks has ranged from 4.1% to 12.7% and averaged 6.7%. Yet currently, the 10-year Treasury yield is 2.03%! In the context of these historically low interest rates, we do not believe that the S&P 500 P/E multiple is extreme. Further, we are identifying several real estate-related companies for which we believe valuations are not only fair, but cheap! More on this below. Q. Why do we remain optimistic about the prospects for the Baron Real Estate Fund? A. In our opinion, the prospects for real estate-related securities and the Fund remain attractive. First, the ingredient package that has fueled the recovery in real estate the last five years remains in place. We believe business conditions for commercial September 30, 2015 and residential real estate are generally appealing. In most geographic markets, demand continues to outstrip supply which bodes well for business fundamentals. Credit has improved, balance sheets are in solid shape, interest rates are low and we anticipate they will remain low, and valuations are reasonable. We believe these factors bode well for real estate securities. Second, we believe many categories of commercial and residential real estate are on the cusp of entering the “growth phase” of the real estate recovery, whereby an increase in employment and capital expenditures should lead to an increase in revenues and cash flow growth. Third, we are bullish on the long-term prospects for housing. Today, annual new home sales levels stand at only 552,000, far below annual household formation levels of approximately 1,200,000 (and peak new homes sales of approximately 1,400,000 homes in 2005). We believe the prospects for housing remain attractive due to an improvement in household formation and employment, pent-up demand, low inventories, favorable mortgage rates, and reasonable home ownership affordability relative to renting. There are signs that the millennial generation (approximately 75 million people ages 18-34) is beginning to move out of “mom and dad’s” home. Although we acknowledge that there may be bumps along the way that could temporarily restrain the recovery in housing (for example, an increase in mortgage rates, a slowdown in employment growth, or a lack of available housing inventory), we believe the multi-year prospects are attractive and the Fund’s investments in homebuilders, land development companies, building product and service companies, and senior housing real estate operators should, in our opinion, benefit from an improvement in housing over the next few years. Fourth, the severity of the credit crisis and economic slowdown resulted in a longer economic downturn and slower recovery, to date. This has contributed to pent-up demand for commercial and residential real estate. We believe the lack of real estate construction activity and low interest rates portend a longer lasting real estate recovery cycle than most prior cycles of five to seven years. Fifth, we continue to believe that stock valuations of our real estate-related investments are quite reasonable and, in some cases, particularly attractive, especially in the context of low interest rates and our expectation of improving cash flow growth. Q. What would cause you to turn cautious about real estate? A. We remain vigilant about monitoring factors that would cause us to turn more cautious. Key items that we study closely include construction activity, demand prospects, lending practices, interest rates and credit spreads, bank liquidity, and valuations. Currently, however, we do not detect major warning signs. Our thoughts regarding a few of the most pertinent items are as follows: 1. Construction activity: According to the commercial real estate market data provided by CBRE and Citi Research, U.S. commercial real estate construction activity remains at a historically low level of only 1.2% of total existing square footage. This compares to the historical average since 1970 of 2.1% annual construction. Recently, however, construction activity has increased in a few segments of real estate such as apartments, senior housing, and hotels. We are closely monitoring these developments. Baron Real Estate Fund Residential housing market U.S. housing construction activity (single and multi-family) is running at approximately 1 million homes annually. This compares to construction of 1.5 million more than 50 years ago (1960) at a time when the U.S. population was half of what it is today (and peak construction of 2.3 million homes in 2006)! This level of extremely low available supply has helped to fuel otherwise modest demand. 2. Demand activity: Commercial occupancy and home sales are improving at a modest pace. Nevertheless, real estate can perform well in this environment because the lack of new construction activity offsets the modest demand. We believe supply/demand conditions are likely to improve in the next few years once economic growth accelerates. 3. Lending practices: Leading up to the downturn in the housing market and to a lesser extent the commercial real estate market, lending practices became excessive. Loose underwriting standards fueled credit availability. In some cases, homes and office buildings were being purchased with 95% debt and close to zero equity. Now, given current bank regulations and more prudent capital management, we don’t see these excesses. We are closely monitoring credit markets, which have recently weakened, as lenders are requiring wider credit spreads accompanied by more stringent underwriting, which could lead to a general increase in capitalization rates (i.e., lower values) for real estate. 4. Interest rates: At Baron, we do not predict interest rate movements, but it is reasonable to assume that the overall trend of interest rates may head higher in the next few years from the historical lows of recent years. Should interest rates increase in the next few years, we believe the Fund can continue to generate solid results given our broader approach to investing in real estate compared to REIT-only funds (although we cannot guarantee it). Our “play book” for a rising interest rate environment may include: (i) moderating our investments in dividend yield securities such as REITs because higher bond yields can decrease the attractiveness of dividend stocks such as REITs; (ii) focusing on short lease duration real estate (for example, hotels) that can better offset increases in interest rates and are also likely to grow faster as the economy improves; (iii) emphasizing real estate companies that will benefit disproportionately from an improvement in the economy, such as housingrelated securities; (iv) owning real estate companies with strong pipelines of future development projects that will aid growth; and, (v) investing in companies with strong balance sheets that can weather a rise in interest rates. 5. Valuations: We believe valuations of real estate securities are generally attractive, and in many cases cheap! Hotels: Hotel investments, such as Hilton Worldwide Holdings, Inc. and Hyatt Hotels Corp., are trading at approximately 10 times estimated 2016 cash flow. We have found that when we invest in quality hotel stocks for 10 times cash flow, the stocks generate strong returns, although there is no guarantee this will be the case. Timeshare Operators: Wyndham Worldwide Corp. and Diamond Resorts International, Inc. offer tremendous value, in our opinion. Diamond Resorts is valued at only 4.5 times cash flow despite strong growth prospects, an almost debt-free balance sheet, and significant management ownership of the stock! 51 Baron Real Estate Fund Leading Commercial Real Estate Service Firms: CBRE Group, Inc. and Jones Lang LaSalle, Inc. have 2016 estimated P/E ratios of only 13-14 times versus historical averages of 16-17 times, and we believe business prospects are strong. Cruise Line Operators: We believe Norwegian Cruise Line Holdings, Ltd. and Royal Caribbean Cruises Ltd. may grow earnings by at least 25% over the next few years, yet are valued at a modest P/E of approximately 15 times. Housing-Related Securities: We own several housing-related securities, such as Toll Brothers, Inc., Mohawk Industries Inc., CaesarStone SdotYam Ltd., Masonite International Corp. and Builders FirstSource, Inc., which are all attractively valued, in our opinion, and may each increase by 15% or more in the year ahead. REITS: REITs, such as Boston Properties, Inc., SL Green Realty Corp., Douglas Emmett, Inc., AvalonBay Communities, Inc. and Alexandria Real Estate Equities, Inc. are now attractively valued at 10-20% discounts to our assessment of intrinsic value despite the fact that REITs historically have traded at modest premiums to intrinsic value. Concluding thoughts: We remain mindful that some of the contributing factors to positive equity market performance in the last few years such as an accommodating Fed, an undervalued U.S. dollar, and favorable broad market valuations are now somewhat less compelling. We also recognize that in the months ahead, there may be periods of market weakness. Nevertheless, we continue to believe that the intermediate to long-term prospects for the stock market, real estate, and the Fund remain promising. Thank you for taking the time to read our latest shareholder letter. It is our hope that you always feel “under the tent,” and thoroughly informed with regard to our perspective and outlook. Table VII. Top 10 holdings as of September 30, 2015 Quarter End Market Cap (billions) Hilton Worldwide Holdings, Inc. Equinix, Inc. Norwegian Cruise Line Holdings, Ltd. MGM Resorts International CBRE Group, Inc. Jones Lang LaSalle, Inc. Home Depot, Inc. Hyatt Hotels Corp. Strategic Hotels & Resorts, Inc. Masonite International Corp. $22.7 15.6 13.1 10.4 10.7 6.5 148.3 6.7 3.8 1.8 Quarter End Investment Value (millions) $74.6 73.4 71.4 64.2 64.2 59.6 54.4 52.2 51.6 48.4 Percent of Net Assets 4.3% 4.2 4.1 3.7 3.7 3.4 3.1 3.0 2.9 2.8 I remain deeply grateful, energized, and committed due to your support. I continue as a major shareholder of the Baron Real Estate Fund alongside you. Sincerely, Jeffrey Kolitch Portfolio Manager October 23, 2015 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. 52 Baron Emerging Markets Fund September 30, 2015 Dear Baron Emerging Markets Fund Shareholder: Performance The Baron Emerging Markets Fund (the “Fund”) declined 14.26% (Institutional Shares) for the third quarter of 2015, while its principal benchmark index, the MSCI EM IMI Growth Index, retreated 16.67% for the quarter. Global equities declined significantly in response to diminishing growth prospects, particularly in the emerging markets, as well as to widening credit spreads and a broad increase in risk premium. In our view, a key catalyst during the quarter was a volatile progression of policy moves in China - first, a failed attempt to stabilize the local A Share equity markets, and subsequently a modest, but in our view meaningful, devaluation of the Chinese RMB. Such measures resulted in rising uncertainty over economic and financial stability as well as political leadership in China, an undisputed driver of global investment and growth over the past decade. We understand the global market reaction but will detail our perhaps out of consensus interpretation of the RMB devaluation later in this letter. The other major catalyst of market activity during the quarter was the shifting market anticipation over an imminent start to the U.S. Fed rate hike cycle. As we have suspected, expectations of such an event have been pushed out for now due to concerns over the global economic and financial growth. We do note however that, although the Fed currently remains on hold, during the quarter a very significant tightening of conditions has been priced into the high-yield and emerging market sovereign bond markets. As such, while we believe we are now in the late stages of the emerging markets absolute and relative bear market, we note that the recent tightening of conditions has increased the possibility of a related credit event, which, in our view, could mark the “ninth inning” and perhaps set the stage for a sustainable recovery. Also worth noting on the positive side during the quarter, immediate concerns over a Greek Table I. Performance† MICHAEL KASS PORTFOLIO MANAGER Retail Shares: BEXFX Institutional Shares: BEXIX insolvency and Euro exit faded as a referendum resulted in a pro-Euro parliamentary majority. Though the current investment environment remains somewhat uncertain, we remain enthusiastic about the many companies and entrepreneurs in which we have invested. Further, we believe such companies and entrepreneurs in general represent the solution to the primary challenge facing emerging market economies – a challenge we would define as deteriorating capital efficiency and economic productivity coincident with sustained credit growth. We remain confident that we are well positioned to deliver on the long-term potential inherent in the emerging markets. Annualized for periods ended September 30, 2015 Baron Emerging Markets Fund Retail Shares1,2 Three Months3 (14.31)% Nine Months3 (14.02)% One Year (13.80)% Three Years 1.42% Since Inception (December 31, 2010) 0.81% Baron Emerging Markets Fund Institutional Shares1,2 MSCI EM IMI Growth Index1 MSCI EM IMI Index1 (14.26)% (13.90)% (13.67)% 1.66% (16.67)% (12.94)% (15.65)% (2.59)% (17.73)% (14.74)% (18.74)% (4.75)% 1.05% (3.61)% (5.03)% While down in absolute terms, our third quarter return outperformed our key EM benchmark indexes. During the quarter, the largest drivers of positive relative performance were our investments in the Consumer Discretionary and Health Care sectors, as well as our cash position given the market decline. Within Consumer Discretionary, positive stock selection effect was largely a result of our India media holdings, led by PVR Ltd., Dish TV India Ltd., Zee Entertainment Enterprises Ltd. and Sun TV Network Ltd. Further, within this sector, our sophisticated textile manufacturers and other investments designed to benefit from an RMB depreciation also noticeably contributed, as China devalued its currency. Stock selection effect in Health Care was driven by positive returns from all four holdings within our India Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of December 31, 2014 was 1.52% and 1.27%, but the net annual expense ratio was 1.50% and 1.25% (net of the Adviser’s fee waivers), respectively. 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 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 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 performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 53 Baron Emerging Markets Fund pharmaceuticals theme, comprised of Torrent Pharmaceuticals Ltd., Divi’s Laboratories Ltd., Lupin Ltd. and Glenmark Pharmaceuticals Ltd. The largest negative impact to relative returns was adverse stock selection within the Information Technology sector, where several holdings in the hard hit markets of China and Brazil retreated meaningfully, led by Kingdee International Software Group Co. Ltd. and TOTVS SA. Shares rose on above-consensus earnings growth driven by market share gains and ongoing cost cutting initiatives. We retain conviction in the company due to the expected multifold increase in subscription revenue/earnings post-digitization. (Anuj Aggarwal) Table III. Top detractors from performance for the quarter ended September 30, 2015 Table II. Percent Impact Top contributors to performance for the quarter ended September 30, 2015 Percent Impact PVR Ltd. Divi’s Laboratories Ltd. Torrent Pharmaceuticals Ltd. Amara Raja Batteries Ltd. Sun TV Network Ltd. 0.19% 0.17 0.16 0.16 0.13 Shares of PVR Ltd. rose in the third quarter. As India’s largest multiplex operator, the company is benefiting from growing consumption of movie content in the country. PVR is also taking market share from single screen cinemas as consumers are spending more to enjoy a high quality moviegoing experience in multiplexes. Shares rose on robust earnings growth driven by healthy audience growth and new store openings. We retain conviction in the company owing to strong secular growth opportunities in the multiplex industry. (Anuj Aggarwal) Shares of Indian pharmaceutical company Divi’s Laboratories Ltd. rose in the third quarter. Divi’s benefited from the depreciating Indian rupee, as over 85% of its business is export oriented. It continues to generate robust earnings growth, which was the primary driver of stock performance during the quarter. We believe Divi’s is well positioned to sustain mid-to-high teens earnings growth for the next three-to-five years and retain conviction due to its industry-high profitability and long-term relationships with major pharma clients. (Anuj Aggarwal) Shares of Torrent Pharmaceuticals Ltd. rose in the third quarter. As a fast growing Indian generic pharmaceutical player, the company is experiencing substantial growth in the U.S. as branded drugs continue to go off-patent. Torrent is also generating above-average growth in India. Shares rose on above-consensus financial performance driven by strong sales in the U.S. We retain conviction due to Torrent’s growing product pipeline and healthy cash flow generation. (Anuj Aggarwal) Shares of India-based battery manufacturer Amara Raja Batteries Ltd. increased during the third quarter on the strength of another solid quarter of revenue and profit growth. After years of strong sales performance in the auto aftermarket channel, Amara Raja is now selling into industrial markets that are rebounding within the robust Indian economy. We believe that Amara Raja has built an excellent distribution network to compete with the incumbent, Exide Industries, and that Amara Raja will generate significant cash flow once its capacity expansion is fully complete. (Aaron Wasserman) Shares of Sun TV Network Ltd. appreciated in the third quarter. The company is India’s leading media conglomerate, with a dominant audience market share in South India. Sun TV is a beneficiary of the ongoing digitization of cable systems as mandated by the Government of India. 54 Haitong Securities Co., Ltd. TerraForm Global, Inc. Smiles SA PetroChina Co. Ltd. Kingdee International Software Group Co. Ltd. –1.03% –0.87 –0.77 –0.50 –0.50 Haitong Securities Co., Ltd. declined materially during the quarter in sympathy with the broad decline in China equities, particularly given the company’s sensitivity to margin balances and equity market trading volumes. We remain comfortable with Haitong’s long-term prospects given the anticipated shift in China credit provision from the traditional bank sector in favor of the securities industry which we believe is currently in the very early stage. (Michael Kass) TerraForm Global, Inc. is a divided growth-oriented renewable energy company (a yieldco) focused on emerging markets. The company went public in the third quarter at a lower-than-expected valuation. Its debt capital raise was also more expensive than anticipated, given difficult conditions in high yield and emerging markets. We believe in the secular renewable energy story and that parent SunEdison, Inc.’s large development pipeline will benefit its yieldcos. We think the market dislocation is technical and temporary and that TerraForm Global will resume future growth. (Rebecca Ellin) Smiles SA is a loyalty program affiliated with Brazilian airline GOL. Smiles sells points to credit card companies, which award them to card users. Smiles had an extraordinary third quarter, increasing sales, margins, and earnings, and paying out substantially all of its earnings in dividends. We believe its business model is solid. However, its association with GOL, which is near distress due to the impact of the devaluation of the Brazilian Real on its high debt balance (largely in U.S. dollars), drove down Smiles’ share price in the third quarter. (Kyuhey August) PetroChina Co. Ltd. declined during the quarter coincident with a significant decline in global crude oil prices as well as broader China equities. We continue to hold shares in PetroChina given the significant value creation potential we believe is inherent in several state owned enterprises reform initiatives under consideration. (Michael Kass) Shares of Kingdee International Software Group Ltd. declined during the third quarter amid significant volatility in the Chinese market. Kingdee is a software vendor to small and medium-sized businesses in China. Following an investment from leading Chinese e-commerce operator JD.com, Kingdee is undergoing a strategic transformation from a direct to an indirect sales model. We think the indirect sales model will allow Kingdee to reach more potential customers more profitably and earn higher returns on its capital over the long run. (Aaron Wasserman) Baron Emerging Markets Fund September 30, 2015 Portfolio Structure Recent Activity Table IV. Amid rising volatility and rapidly shifting macroeconomic conditions, the third quarter was relatively quiet in terms of new positions. While no major new themes emerged, we did initiate investments in Advanced Info Service plc, a leading Thai mobile telecom and data operator that we believe is positioned to benefit from an upcoming spectrum auction and a change in license payment methodology, as well as in Copa Holdings, S.A., a very well positioned Latin American airline strategically based in Panama. We also meaningfully increased an existing investment in SKS Microfinance Ltd., a niche financial services operator in India that we believe has an attractive long-term runway for high return growth. During the quarter, we exited modest positions in CJO Shopping Co. Ltd. of Korea and L.P.N. Development PCL of Thailand based on a perceived deterioration in fundamentals. Top 10 holdings as of September 30, 2015 Percent of Net Assets Samsung Electronics Co., Ltd. Torrent Pharmaceuticals Ltd. Makalot Industrial Co., Ltd. Sinopharm Group Co., Ltd. Divi’s Laboratories Ltd. Steinhoff International Holdings Ltd. Eclat Textile Co., Ltd. LG Household & Health Care Ltd. Lupin Ltd. Shenzhou International Group Holdings Ltd. 2.2% 2.0 1.9 1.9 1.8 1.8 1.8 1.7 1.7 1.7 Outlook Exposure by Country Table V. Percentage of securities by country as of September 30, 2015 Percent of Net Assets China India Taiwan Korea South Africa Mexico Philippines Brazil Indonesia Hong Kong Thailand Singapore United States Panama United Kingdom United Arab Emirates 22.6% 19.5 10.1 6.7 6.2 5.2 4.1 3.4 3.3 2.1 1.7 1.0 0.8 0.5 0.2 0.0* 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 third quarter of 2015, the Fund’s median market cap was $4.64 billion, and we were invested approximately 65.2% in large/giant cap companies, 17.9% in mid cap companies and 4.3% in small/micro cap companies as defined by Morningstar, with the remainder in cash and unassigned securities. In our previous letter, we questioned whether global monetary authorities had successfully engineered escape velocity and asset reflation; indeed, the third quarter confirmed our skepticism over an imminent start to a Fed rate hike cycle as a downgrade in growth and inflation expectations triggered a widespread retreat in financial markets and a return to “risk-off” sentiment. While we are not at all surprised by this turn of events, we suspect that we have now entered the late stages of the absolute and relative bear market in emerging market equities, currencies and sovereign bonds. While such asset prices appear cheap relative to historical levels and to developed world peers, the key question in our view is what will be the catalyst for a recovery? Or, alternatively, what is the way forward from here? To answer, we must first analyze the root cause. We believe the strong headwinds emerging market economies and equities face today stem in large measure from aggressive quantitative easing by developed world central banks in recent years. Subsequent to the financial crisis of 2008, U.S. quantitative easing led to both a significant decline in global interest rates and expectations for sustained dollar weakness, driving a historic increase in U.S. dollar bond issuance by emerging market sovereigns and corporates. As leverage rose in the emerging markets, the U.S. economy slowly healed, and eventually Fed easing gave way to tapering. As the Fed passed the monetary baton to Japan and subsequently the ECB, conditions in the emerging markets markedly changed. An easing in Japan or Europe in the context of Fed tapering represents a tightening for most EM countries, particularly China whose competitive position is directly impacted as the RMB remains largely pegged to the dollar. Outside of China, many EM countries have commodity sensitive revenue streams and currencies and/or had previously aggressively borrowed in dollars, and as such, local currency and commodity weakness also represents a tightening of conditions. We have consistently suggested that if dollar strength against EM currencies persists, eventually we should expect China to engineer a depreciation of the RMB; we see no reason to expect China to unilaterally absorb the * Represents less than 0.05% of net assets. 55 Baron Emerging Markets Fund deflationary pressure resulting from a rising dollar as their Asian neighbors devalue. In fact, we believe maintaining the peg is one reason why China appears the epicenter of global weakness and risk. Indeed, in August, China shocked the markets with a modest currency depreciation, deflecting a portion of the deflationary impulse back at the developed and neighboring emerging countries. In our view, this action represents a warning by China, a precursor of what may come if the Fed engages in a rate hike cycle as currently envisioned. Given a clear decoupling of economic conditions, we suspect that China would likely seek a market driven RMB exchange rate in such a scenario, which could drive the RMB at least 10% lower, and would likely exacerbate global deflationary pressures. This brings us back to our previous question: what is the way forward from here? In the relative near term, we see three possibilities. First, the global economic indicators could sustainably improve of their own accord in response to months of developed world easing in the pipeline. We believe this is a possible but unlikely outcome. Second, China could engage in aggressive stimulus and/or devalue materially – also possible but, in our view, not likely given recent official statements. Third, the Fed could shift its own rhetoric, indefinitely deferring rate hikes and perhaps even signaling a bias towards further easing, an outcome which we would tend to expect if the market based tightening referenced above were to result in an international credit event. While we certainly cannot predict the future, we do believe any of the above could create an important bottom in global markets, and would likely trigger in particular a reversal in the relative performance of hard hit asset classes such as the emerging markets and commodities. Of course, in the long term, we see the principal source of value creation in the emerging markets being a shift in capital allocation, resources and subsidies towards private sector entrepreneurs, as well as productivity enhancing economic, financial and labor reforms. As our themes and investments are based on identifying and capturing such longterm value creation, we remain quite confident that we are well positioned to execute on the promise inherent in the emerging markets. Thank you for investing in the Baron Emerging Markets Fund. Sincerely, Michael Kass Portfolio Manager October 23, 2015 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. 56 Baron Energy and Resources Fund September 30, 2015 Dear Baron Energy and Resources Fund Shareholder: Performance The only good thing that we can say about the third quarter is that at least it is over. The performance of our Fund was awful on both an absolute and relative basis. The combination of growing global economic unease, especially related to China and other emerging markets, the nuclear agreement between the P5+1 countries and Iran, and rising concerns about a potential interest rate hike in the U.S. took a heavy toll on oil prices and energy related shares during the quarter. Our Fund posted a decline of 30.6% (Institutional Shares) during the quarter and underperformed our principal benchmark (S&P North American Natural Resources Sector Index) by over 11%. While it is of little consolation, despite such awful relative performance, our trailing three-year performance is essentially in line with our benchmark. However, the annualized decline of 7.77% for our Institutional Share class and the 7.73% annualized decline for our benchmark compared to the 12.40% annualized gain for the S&P 500 Index also demonstrates how challenging the last three years have been for investing in energy and resources related companies, and for our strategy overall. That being said, we believe that many of the imbalances that have led to the investment headwinds in recent years are beginning to abate. In particular, we are seeing more positive signs in the oil supply/demand outlook, leading us to believe that a more favorable environment for investing in energy is moving more clearly into our field of vision. The performance of our Fund suffered from declining share prices for our investments in Oil & Gas Exploration & Production and Oil & Gas Equipment & Services companies as lower oil prices and declining earnings and cash flow expectations created significant selling pressure in these areas. However, for the quarter, the real carnage actually occurred in two areas of investment where the correlation between oil prices and share Table I. Performance† Annualized for periods ended September 30, 2015 Three Months3 Nine Months3 One Year Three Years Since Inception (December 30, 2011) Baron Baron Energy and Energy and Resources Resources Fund Fund Retail Institutional Shares1,2 Shares1,2 (30.64)% (30.57)% (29.36)% (29.23)% (44.09)% (43.98)% (7.96)% (7.77)% (8.03)% (7.83)% S&P North American Natural Resources Sector S&P 500 Index1 Index1 (19.55)% (6.44)% (22.88)% (5.29)% (33.57)% (0.61)% (7.73)% 12.40% (4.89)% 14.35% JAMES STONE PORTFOLIO MANAGER Retail Shares: BENFX Institutional Shares: BENIX prices should be relatively low – Renewable Energy and Oil & Gas Storage & Transportation (aka MLP/GP midstream companies). These two areas represented an average weight in the portfolio of about 35.8% during the quarter and contributed to over 50% of the decline in the Fund in the quarter. These two segments’ contribution to return was -16.5% in the quarter, while the remainder of our holdings contributed the other -14.1% of the total decline of 30.6%. Our investments in Renewable Energy and Midstream MLP/GPs have typically demonstrated a low correlation to the price of oil, generally have dividends and distributions that do not fluctuate materially with changes in oil or natural gas prices, and have yields that are above that of the overall market (S&P 500). Therefore, we expect these investments to act as ballast and be the portion of our Fund that provide a degree of stability when oil prices are volatile, especially compared to our more conventional energy companies. However, this was clearly not what happened in the third quarter. Instead, it is clear that the sharp decline in oil prices of over 20% created a negative feedback loop in which investors began to question the forward growth prospects of many of these companies, which created concern about valuations, and ultimately led to negative fund flows across the spectrum of energy yield oriented mutual funds, ETFs, and ETNs. As valuations compressed and yields expanded, investors worried that a rising cost of capital would make it increasingly difficult for MLPs and “yieldco” Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of December 31, 2014 was 1.79% and 1.52%, respectively, but the net annual expense ratio was 1.35% and 1.10% (net of the Adviser’s fee waivers), respectively. 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 57 Baron Energy and Resources Fund vehicles to make the types of accretive acquisitions that have been one of the key elements of the long-term growth strategy for many of these companies, creating even more doubt about future growth. What historically has been a virtuous circle in these stocks turned instead into a vicious cycle. To put this in perspective, Midstream MLP/GPs are often compared to REITs and Utilities as alternative yield vehicles and historically the valuations of all three sub-industries have tracked one another closely with few exceptions. In the third quarter, REITs, as measured by the MSCI REIT Index, generated a total return (with dividends reinvested) of 1.75%, while Utilities, as measured by the Utilities Select Sector SPDR ETF, delivered a total return of 5.4% (with dividends reinvested). By comparison, the Alerian MLP Index delivered a total return of -22.1% (with dividends reinvested). Although there is no established index for renewable energy “yieldcos,” those stocks fared even worse than most MLPs/GPs in the quarter. While the financial press and analytical community spent considerable time in the third quarter reporting on investor concerns regarding the U.S. Federal Reserve and pending changes in interest rate policy, it appears to us that rate worries were not nearly as significant a driver of stock performance as was the vicious cycle triggered by falling oil prices. This phenomenon appears to have also been compounded by tax loss selling and other portfolio restructuring late in the quarter, causing a sharp decline in our Fund’s returns in just the last seven trading sessions of the quarter. Because we believe both midstream and renewable energy-oriented businesses have superior long-term growth and return prospects, we have long maintained a higher than average weighting toward midstream companies and more recently boosted our weighting of renewable energy companies relative to our benchmark and peers. We believe that the indiscriminate selling during the quarter, especially at the tail-end of the quarter, has created an interesting buying opportunity, particularly for investors like us who take a long-term view on investing in these companies. Overall, it was a challenging quarter that appeared to culminate in a wave of cathartic, almost “throw the baby out with the bath water” type of behavior, and, as noted above and spelled out in more detail below, we think may represent a turning point. Table II. Top contributors to performance for the quarter ended September 30, 2015 Year Acquired Flotek Industries, Inc. 2013 Percent Impact 0.84% It is a sign of how challenging the investment environment was in the past quarter that there is only one stock in the portfolio which contributed positively to the Fund’s performance. Flotek Industries, Inc. is primarily a supplier of chemical additives to the global oil & gas industry with some other ancillary oilfield service operations. The company has a proprietary product dubbed the “complex nano-fluid (CnF)” that is a patent-protected product that utilizes citrus-based chemical products to enhance the flow of oil & gas from unconventional oil & gas formations such as shales. Through the analysis of publicly available production and completion data, Flotek has been able to isolate the effectiveness of its product and demonstrate the clear economic benefits of using CnF to existing and new clients. Flotek also is pursuing unique business strategies in the marketing and selling of its core product as it pursues a direct to end-user model in addition to its classical distributor-based model. The direct model appears to be gaining traction and, in our view, has the potential to enhance the revenue and 58 margin opportunity in its core business. As a result, it has grown sales in the past two quarters despite the sharp declines in overall U.S. drilling and well completion activity. Following stronger than expected second quarter revenues and earnings, the company’s shares rebounded sharply in the third quarter, generating a total return of 33.3%. We continue to like Flotek shares at current prices. Table III. Top detractors from performance for the quarter ended September 30, 2015 SunEdison, Inc. Bonanza Creek Energy, Inc. TerraForm Global, Inc. TerraForm Power, Inc. SemGroup Corporation Year Acquired 2014 2013 2015 2014 2014 Percent Impact –3.43% –1.73 –1.69 –1.38 –1.23 In the second quarter, SunEdison, Inc. and its “yieldco” (a dividend growthoriented public company, that bundles renewable long-term contracted operating assets to generate predictable cash flows and attractive income) subsidiary TerraForm Power, Inc. were among the top contributors to the Fund’s performance, all of which was wiped away in the third quarter as renewable energy companies accounted for a substantial portion of the Fund’s decline and relative underperformance. Up until this quarter, SunEdison had been successfully executing on its strategy to become the first renewable “supermajor” and had been developing its renewable energy project development engine both organically and through acquisition, ultimately becoming the world’s largest renewable energy developer. SunEdison’s plan was to own these projects and access a lower cost of capital through its “yieldco” subsidiaries, which are dividend-growthoriented companies with stable cash flow streams that would be valued separately from the developer parent. This ownership model results in SunEdison retaining a significantly higher net present value in the assets it develops versus the previous model of selling those assets to third parties upon completion. SunEdison could either develop renewable power assets and retain the assets on its balance sheet or retain them within “warehouse” financing facilities for future sale to TerraForm Power (developed world assets) or TerraForm Global (emerging market assets), with the “yieldcos” benefiting from visible long-term growth in distributions per share (these retained assets become a source of future dividend growth for the TerraForm entities). A portion of the cash flow from the projects owned by the “yieldcos” is transferred back to the parent company, SunEdison, in the form of dividends and incentive-based distributions (IDRs) through its ownership of the general partnership of the “yieldco,” which completes the virtuous circle. This virtuous circle works as long as the TerraForms or the “yieldcos” can make value enhancing acquisitions, which is a function of having an attractive enough cost of capital and demonstrating to investors the ability to grow distributions per share over a multi-year period. This business model is extremely similar to that which energy MLPs have successfully executed for nearly 30 years, with dividend and IDRs providing a separate valuation lever that can be quite powerful for shareholders. During the third quarter, equity capital markets for all types of energy companies including MLPs and “yieldcos” were under severe pressure as oil prices slid and fund flows in energy-related yield products turned negative. With limited growth potential expected due to diminished or no access to capital markets, investor estimates of discounted cash flow value of both the “yieldco” and the parent company’s future dividend streams were negatively impacted by assumptions of lower future retained cash flow and September 30, 2015 a higher assumed cost of capital causing the stock prices to decline. In addition, it now appears in hindsight that the multiple equity offerings from renewable energy companies between late June and early July also overwhelmed investor appetite for these deals, which contributed to a fall in share prices that may have been an additional trigger for the share price declines. This was a time when the virtuous circle turned into a vicious cycle. It is one thing to understand what circumstances or events led to the performance that so badly hurt the Fund in the quarter, but it is another to figure out what the future might hold and what to do about it. As painful as this experience has been across all of the renewable energy holdings in the portfolio, we are not giving up on the sector or our investments in it. We believe that the biggest problem this quarter was a short-term lack of investor appetite and not a near-term fundamental change in the expected underlying economics surrounding renewable energy projects at either the utility or residential distributed generation scale. During the quarter, we met extensively with a number of companies and talked to other experts and performed extensive analysis to more fully understand the unit economics, returns, financing options, and growth potential for renewable energy projects in the U.S. and around the globe. Our research has led us to the following conclusions: 1. There has been little change in the underlying economics of projects; 2. The demand for solar and wind electricity generation facilities is robust and strengthening, particularly in emerging markets; 3. While public market access to capital slowed in the quarter, public financing through “yieldcos” is a small percentage of the capital that funds the growth in Renewable Energy; 4. Project financing availability and costs, as well as equity financing from more traditional sources such as infrastructure funds, pension funds, insurance companies etc…has neither changed nor gotten more expensive in recent months; and 5. While investors have made a connection between oil prices and renewable energy demand, it is a specious connection as oil prices are rarely ever considered to be a factor in renewable energy project development discussions and electricity prices are rarely set by the price of oil. These conclusions lead us to believe there is still a significant opportunity for long-term investors like ourselves to benefit as companies such as SunEdison and its subsidiaries create value from the substantial growth in renewable energy demand that we foresee over the next 5-10 years. We are always skeptical when we are told something abnormal or illogical will persist forever, and, in this case, we doubt that capital markets will forever be closed to these companies. Our confidence stems from the fact that we Baron Energy and Resources Fund have seen this movie a few times in the last 25 years in the MLP sector. Considering the high quality and predictable nature of the cash flows that renewable energy facilities produce, their attractive internal rates of return, and the options for these facilities to generate additional value over the long term, it is hard to believe that equity investors will not want to underwrite the ownership of these projects and correct the valuation anomalies that we currently see in these stocks. Portfolio Structure At the end of the quarter, the portfolio was broken down into the following sub-industries or categories: Oil & Gas Exploration & Production – The E&P sub-industry represented 36.2% of the Fund at the end of the quarter and continued to be mostly focused on U.S.-based producers that operate in a number of different unconventional resource plays in the U.S. While we have exposure to a number of the key shale plays in the U.S., the Fund had its biggest allocations to the Permian and Appalachian Basins, which represented over 50% of our investments in E&P and which we believe will be the premier, low cost and high return sources for U.S. oil and natural gas production growth over the next 5 to 10 years. Oil & Gas Storage & Transportation – This sub-industry, which is largely composed of MLPs and publicly traded general partnerships, is the second largest sub-industry for the Fund and represented 26.1% of its assets at the end of the quarter. As noted, this sub-industry accounted for a meaningful portion of this quarter’s underperformance. However, we continue to view these stocks as having excellent long-term risk/reward characteristics. Oil & Gas Equipment, Services & Drilling – Our exposure to this subindustry fell again in the third quarter to 11.1% due largely to relative performance differences with other parts of the portfolio. The earnings outlook for this sub-industry remains quite poor amid low rig counts and intense pricing competition, which should continue at least through yearend and perhaps into early 2016 before bottoming and beginning to recover. Renewable Energy – Renewable or Alternative Energy is not a specific GICS sub-industry, but we think this is really the appropriate classification for our investments in the Utilities and Information Technology industries, since our investments in these two areas are primarily companies involved in the construction and operation of solar and wind electricity generation assets. As detailed above, this segment of the Energy sector was a big drag on performance during the third quarter and its weighting fell to 6.4% from 9.8% by the end of the period. 59 Baron Energy and Resources Fund Industrials, Materials & Other – About 14.7% of the portfolio is invested in these areas, but most of our investments are in businesses that are closely related to the Energy sector and we believe will benefit from our long-term view on key growth trends affecting various parts of the Energy sector. over the next several years due to high incremental margins and low selling costs, which we think should help earnings grow faster than revenue. Table VI. Top net sales for the quarter ended September 30, 2015 Amount Sold (millions) Table IV. Top 10 holdings as of September 30, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Concho Resources, Inc. Parsley Energy, Inc. Newfield Exploration Co. Flotek Industries, Inc. Halliburton Co. SM Energy Co. Gulfport Energy Corp. Targa Resources Corp. Scorpio Tankers, Inc. Tallgrass Energy GP, LP 2012 2014 2015 2013 2012 2012 2013 2012 2013 2015 $10.1 2.5 3.9 1.2 31.4 4.9 4.1 1.7 0.5 5.0 $11.8 2.3 5.4 0.9 30.2 2.2 3.2 2.9 1.7 3.1 $3.3 3.3 3.1 3.0 2.2 2.0 1.9 1.9 1.8 1.8 4.9% 4.9 4.6 4.5 3.2 3.0 2.9 2.8 2.7 2.6 Flotek Industries, Inc. C&J Energy Services Ltd. Flowserve Corp. Globe Specialty Metals, Inc. Laredo Petroleum, Inc. $0.8 0.7 0.5 0.3 0.3 We generally don’t write too much about our portfolio sales during the quarter. However, in the case of Flotek, it is unusual for a company to be a “top net sale” and still be a top five position. Our conviction on the longterm growth and return case for Flotek has not changed. In fact, based on the company’s differentiated financial performance over the past couple of quarters, it might actually have strengthened. However, we trimmed our position late in the quarter in order to keep the position at a size that seemed in our opinion more prudent and more comfortable in the context of the rest of the portfolio. Recent Activity Outlook Table V. Despite the magnitude of the share price declines in the third quarter, or perhaps because of them, we are increasingly constructive on the investment outlook for energy companies over the next 12-36 months for the following reasons: Top net purchases for the quarter ended September 30, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) SunEdison, Inc. Aspen Technology, Inc. Targa Resources Corp. Bonanza Creek Energy, Inc. Oasis Petroleum, Inc. $2.3 3.2 2.9 0.2 1.2 $1.2 0.8 0.7 0.4 0.4 As valuations became more attractive across a number of companies that we track, including those already in the portfolio, we were fortunate to have had positive net inflows into the Fund, enabling us to add to 22 existing positions, the largest investments being in SunEdison and Targa Resources Corp. In addition, we initiated a new position in Aspen Technology, Inc. after the shares pulled back on what we believe were misplaced concerns related to oil price weakness. Aspen is the leading provider of engineering, design, operations and supply chain management software to the energy and process industries. Its software is used globally by engineering & construction companies, oil & gas companies and chemical companies among others. Aspen recently completed transitioning its business model from selling one off “perpetual” licenses to a “term” license model where customers must pay an annual subscription fee to use the software. The new model also introduced the concept of “tokens” as a means to encourage wider adoption of its 70+ proprietary software modules. Aspen’s customers increase their token consumption when they use additional modules or allow more users to adopt the suite. Both innovations, coupled with a robust innovation pipeline, have helped to create a business with extremely high levels of recurring revenue, high retention rates, and a visible growth trajectory. The company has demonstrated strong margin expansion over the past six years as it has transitioned to a recurring revenue model. We expect to see margins continue to expand towards 50% 60 1. There is an increasing volume of data points that lead us to believe that a more imminent tightening of the oil supply/demand balance could happen that will drive oil prices higher than what is currently priced into the oil futures curve. We think the factors that are particularly underestimated by the investor community are the robustness of Chinese product demand, particularly for gasoline and jet fuel, as well as the magnitude of non-OPEC supply declines, especially in the U.S. onshore and international offshore fields; 2. Investor sentiment toward commodities, including oil, and equities related to commodities is very negative. In addition, the degree to which investors are underweight energy stocks in their portfolios is at or below the lowest levels we have seen in at least 10-15 years; and 3. The decline in share prices has resulted in much more attractive valuations, particularly on a normalized cash flow or net asset value basis. Throughout the year, we have maintained the view that the imbalance in the oil market that has been the primary driver of lower oil prices has been overstated in its magnitude, and would slowly shift direction from oversupply to balance to deficit. It remains our view that prices are simply too low for the industry to generate enough cash flow and adequate returns to fund and justify the capital investments needed to offset ongoing reservoir depletion and grow production to meet future demand growth. Even as costs in the industry are reduced cyclically and secularly, it remains our opinion that the ongoing capital intensity of the business still mandates a higher long-term oil price. Based on the data that we track, we feel even stronger that oil markets have passed the point of maximum oversupply and that the gap between supply Baron Energy and Resources Fund September 30, 2015 and demand has consistently been narrowing since late in the first quarter. We have seen significant evidence that lower oil and refined product prices have more than offset diminished global economic growth expectations to drive 2015 oil and refined product demand substantially higher than it was forecast to be at the beginning of the year. This is particularly true in the U.S. and China, where gasoline and jet fuel consumption have made significant gains this year. While the rate of change is likely to slow heading into 2016, the absolute change in barrels per day for 2016 is already looking to be greater than consensus forecasts from earlier this year. At the same time that global oil demand is looking more robust, it is also increasingly clear that non-OPEC supply growth is not only dwindling but is now expected to decline over the next three to six months. This is particularly true in the U.S., where production appears to have peaked in the first quarter. According to our analysis and that of the U.S. Department of Energy, the ongoing collapse in drilling and well completion activity is expected to result in further declines in supply through at least the majority of 2016. In addition, a recent report from a well-respected, European energy consultant concludes that production from mature offshore oil fields around the world could decline by over 10% in 2016 due to sharp cutbacks in capital investment. These fields represent over 15% of global production. The expected declines in production from the U.S. and perhaps from mature offshore fields around the globe, in the face of rising demand, will likely leave a widening gap between supply and demand. This gap could result in OPEC straining to or being unable to satisfy demand (even after the easing of Iranian sanctions in early 2016) implying inventory drawdowns in contrast to this year’s inventory builds. We believe that a reversal of inventory trends will be a key catalyst for investors to begin returning to the Energy sector. As noted, investor sentiment toward the Energy sector of the market remains quite poor. We have referenced the BofA Merrill Lynch Global Fund Manager Survey in prior letters as a good proxy for investor sentiment and portfolio manager positioning. The most recent survey showed that fund manager weightings toward this sector at or near 10 year historical lows. The fact that the relative weightings have weakened further throughout the year, puts us deeper into the contrarian camp. We think the fact that investors are so apathetic toward this sector, combined with an improving outlook for oil and oil-related entities, could result in a more favorable environment for investing in Energy and related industries than has been the case for at least the last year. We continue to focus on taking a longterm approach, focusing our research efforts on companies that we think can grow in a profitable manner over the next several years, and positioning the Fund to best capitalize on the opportunities that we see coming down the pipe. 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 October 23, 2015 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. 61 Baron Global Advantage Fund Dear Baron Global Advantage Fund Shareholder: Performance The Baron Global Advantage Fund declined 18.3% (Institutional Shares) in the third quarter compared to the declines of 8.6% and 9.5% for the MSCI ACWI Growth and MSCI ACWI Indexes, respectively. Year-to-date through September 30, 2015, the Fund is down 13.5% compared to the declines of 4.2% and 7% for its respective benchmarks. The portfolio has high active share, which means it is not uncommon for the Fund’s results to deviate significantly from its benchmarks. Needless to say, we were disappointed with quarterly performance, although, we did get a good chunk of it back after the Fund gained 11.0% from quarter end through the date of this letter, October 23. We had an unusually high number of significant losers, as 23 out of the 43 investments we held in the Fund during the quarter declined at least 20%. The weakness was broad based as the markets declined 21% in China, 19% in Indonesia, 27% in Brazil, 18% in South Africa, and 22% in Norway. These were all markets to which the Fund had exposure. In addition, our investments in energy-related MLPs, which we believed had little to no correlation to the price of energy, have fallen 41% on average. However, the biggest damage to the portfolio came from our investment in SunEdison (SUNE) and its related Yieldco’s TerraForm Global (GLBL) and TerraForm Power (TERP). SunEdison is one of the largest developers of solar and wind projects. Major utilities and other commercial customers typically sign long-term (20 years or longer) Power Purchase Agreements (PPAs) to buy the electricity Table I. Performance† Annualized for periods ended September 30, 2015 Three Months3 Nine Months3 One Year Three Years Since Inception (April 30, 2012) Baron Global Advantage Fund Retail Shares1,2 Baron Global Advantage Fund Institutional Shares1,2 MSCI ACWI Growth Index1 MSCI ACWI Index1 (18.31)% (13.59)% (12.67)% 7.60% (18.28)% (13.47)% (12.55)% 7.82% (8.59)% (4.17)% (2.48)% 8.33% (9.45)% (7.04)% (6.66)% 6.95% 6.17% 6.39% 7.70% 6.71% ALEX UMANSKY PORTFOLIO MANAGER Retail Shares: BGAFX Institutional Shares: BGAIX generated by the power plants at a pre-negotiated price. Because these customers are high credit-worthy, SUNE was able to finance these projects at an attractive cost of capital and produce low double-digit unlevered returns. Though we believed in the viability and attractiveness of alternative energy, the business model had little appeal to us. We viewed SUNE as little more than a construction company with high capital intensity and moderate competitive advantages at best. That changed in the middle of 2014 when management announced the creation of its own yieldco, a dividend growth-oriented public company that bundles renewable longterm contracted operating assets to generate predictable cash flows and attractive income, (TERP). Taking advantage of the low interest rate environment, SUNE would be able to finance its developed markets projects at an even lower cost of capital by dropping down completed projects into its yieldco. TERP would buy the completed power plant with 20-year guaranteed cash flows, which it would dividend out to its shareholders, of which SUNE would be the largest one. TERP went public in July of 2014 at $25 per share, completed a sizeable follow-on offering in January of 2015 at $29.33, and had a larger offering in June of 2015 at $38. TERP’s success and ability to raise increasing amounts of capital was a significant competitive advantage for SUNE in our view. The market seemed to agree Performance listed in the table above is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of December 31, 2014 was 3.61% and 2.92%, but the net annual expense ratio is 1.50% and 1.25% (net of the Adviser’s fee waivers), respectively. 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. 62 Baron Global Advantage Fund September 30, 2015 as the shares of SUNE rose from about $19 per share in June of 2014 to $32 by late June of 2015. All along, SunEdison was readying to bring its emerging markets yieldco (GLBL) to public investors. We believed that GLBL’s ability to raise equity was going to make the SUNE story even more attractive and committed more capital to both entities. While on the roadshow marketing the shares of GLBL, SUNE, together with TERP, announced an acquisition of Vivint Solar, a Utah-based, residential solar installer. After an initial positive reaction, the shares started to fall rapidly. We thought the acquisition was ill-timed and unnecessarily complicated the story, but we did not think it was a thesis changer. In the meantime, oil and gas prices renewed their decline taking the value of energy-related MLPs down with them. Though the TERP and GLBL businesses have little to nothing to do with the prices of energy, the market lumped them together with other energy dividend flow-through structures. Shares of GLBL began falling immediately after its IPO, and TERP followed shortly. As the price of their shares continued to fall, they effectively lost access to capital markets, and SUNE collapsed because it could no longer sell its projects to its yieldcos and continue to grow. In our view, we experienced a “run on the bank” caused mostly by erroneous perceptions. SUNE responded by selling some of its projects to third parties, slowing down its development pipeline and raising additional equity, which, in our view, has stabilized the situation. Though it is not clear when this perception will change, we believe that both TERP and GLBL have the opportunity to buy projects at returns that considerably exceed the risks, which suggests that the capital markets will fund them. That, in turn, should restart the growth engine at SUNE. Table II. Top contributors to performance for the quarter ended September 30, 2015 Quarter End Market Cap (billions) Amazon.com, Inc. Google, Inc. Acxiom Corp. Facebook, Inc. Constellation Software, Inc. $239.4 426.5 1.5 253.4 8.9 Percent Impact 0.97% 0.29 0.17 0.15 0.13 Shares of Amazon.com, Inc., continued to inflect during the September quarter, up 18%, as the sheer size, growth rate, and actual profitability of Amazon Web Services (AWS) became more apparent. We believe the meaningful re-rating of the shares over the last nine months was due to increased transparency and disclosures allowing investors to better appreciate all the various ways that Amazon has continued to grow and outperform expectations – Amazon Prime, Third Party sales and fulfillment, AWS, Streaming and original content, better operating margins and profitability, and so on. Our investment thesis, premised on the secular shift towards e-commerce, which still represents less than 10% of global retail sales, benefiting the pure play e-commerce platforms, continues to be intact, and Amazon.com remains our highest conviction long-term investment idea. We think a phenomenon some investors refer to as “pattern recognition” is responsible for the strong performance of the shares of Google, Inc., up 17% in the third quarter. The company announced a change in the corporate structure and the creation of a “holdco,” appropriately named Alphabet, which would hold Google’s core search engine business and separate out its newer, less mature endeavors, such as Google Fiber, Artificial Intelligence, Calico (Google’s foray into longevity), and others. Google veteran Sundar Pichai will become the CEO of Google, Inc., a subsidiary of Alphabet, allowing Google’s co-founders Larry Page and Sergey Brin to spend more time on Alphabet’s other businesses. We continue to believe that Google is one of the most innovative companies on Earth, with a powerful business model that benefits from the network effect, and the greatest collection of human talent in any one place in the world. Data is becoming increasingly more important, and they own more data than any other company we know. We think the value of that data and its monetization opportunities will become more apparent over time. Acxiom Corp. is a leader in marketing data services and identity management. Shares rose 12% in the quarter based on improving performance in the legacy Marketing Data Services business and, more importantly, continued outperformance of its fast-growing LiveRamp business. Acxiom continues to be the leader in identity management and has several new products forthcoming, many of which we expect to be well received. It’s been a while since we mentioned the shares of Facebook, Inc., the world’s largest social network, which rose 5% in the third quarter. It was a year ago that we argued that the word “mobile” was no longer describing a device, but rather a behavior. Facebook’s early focus on driving and improving consumer engagement on mobile platforms is starting to bear fruit. The company is the obvious beneficiary of a structural shift of advertising dollars from “analog” to digital, and with one billion active monthly mobile users, Facebook has positioned itself as one of the largest beneficiaries of the mobile way of life by presenting global advertisers with what we believe is the most compelling advertising platform. We think the company is in the middle stages of scaling and building out its monetization structures and stands to benefit from expected improvements in the price of advertising on its platform. We believe Facebook is continually expanding the size of its addressable market by acquiring and investing in newer synergistic offerings such as Instagram, WhatsApp, and Oculus VR. Constellation Software, Inc. is a holding company that owns and operates over 250 small and medium-sized software businesses. These software businesses allow customers across a wide range of verticals to automate mission-critical activities, with the goal of saving labor costs. Constellation has valuable experience that it can offer its acquisition targets, largely around advice to build high touch, low cost modules, and around contract pricing. We see this experience as a competitive advantage, and we think it remains sustainable as long as the company continues to acquire targets. Since we believe that there are thousands of small owner-operated vertical market software businesses in the U.S. and Europe, we think Constellation’s successful acquisition program will continue, and its moat will remain intact for years to come. Table III. Top detractors from performance for the quarter ended September 30, 2015 Quarter End Market Cap (billions) SunEdison, Inc. TerraForm Global, Inc. TerraForm Power, Inc. Smiles SA Alibaba Group Holding Ltd. $ 2.3 1.1 2.0 0.9 148.2 Percent Impact –3.82% –1.68 –1.48 –1.14 –1.01 63 Baron Global Advantage Fund Shares of SunEdison, Inc., the world’s largest renewable energy developer, declined in the wake of its acquisition of U.S. residential solar developer Vivint Solar, with plans to drop down its solar portfolio to its yieldco TerraForm Power, Inc. Investors questioned aspects of the deal, including its $2.2 billion cost. We believe in the secular renewable energy story and that SunEdison’s large development pipeline will benefit it and its yieldcos. We think the market dislocation is technical and temporary and that SunEdison will resume future growth. TerraForm Global, Inc. is a dividend growth-oriented renewable energy company (a yieldco) focused on emerging markets. The company went public in the third quarter at a lower-than-expected valuation. Its debt capital raise was also more expensive than anticipated, given difficult conditions in high yield and emerging markets. We believe in the secular renewable energy story and that parent SunEdison, Inc.’s large development pipeline will benefit its yieldcos. We think the market dislocation is technical and temporary and that TerraForm Global will resume future growth. TerraForm Power, Inc. is a dividend growth-oriented company (a yieldco) focused on solar power. The stock dropped after the acquisition of residential solar developer Vivint Solar by parent SunEdison, Inc. Investors questioned aspects of the deal, including its $2.2 billion price tag. We believe in the secular renewable energy story and that SunEdison’s large development pipeline will benefit its yieldcos. We think the market dislocation is technical and temporary and that TerraForm Power will resume future growth. Smiles SA is a loyalty program affiliated with Brazilian airline GOL. Smiles sells points to credit card companies, which award them to card users. Smiles reported what we believe to be excellent third quarter results with increasing sales, margins, and earnings, and paying out substantially all of its earnings in dividends. We believe its business model is solid. However, its association with GOL, which is near distress due to the impact of the devaluation of the Brazilian Real on its high debt balance (largely in U.S. dollars), drove down Smiles’ share price over the last three months. Alibaba Group Holding Ltd. is the largest e-commerce company in the world. Alibaba owns and operates the two largest online shopping platforms in China, Taobao and Tmall. The shares were hit hard during the quarter due to continued slowdown in the growth of the Chinese economy and the 2.5% devaluation of the Chinese currency relative to the U.S. dollar. We continue to be optimistic about Alibaba’s prospects given its market leading position, positive network effects, high cash generation, and what we believe to be its long runway for continued growth. Over the long term, we see further upside from its cloud computing business, as well as its interest in Alipay, the largest online payments provider in China. Portfolio Structure 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.” 64 The top 10 positions represented 48.0% of the Fund, the top 20 were 71.6%, and we exited the quarter with 41 holdings. Table IV. Top 10 holdings as of September 30, 2015 Quarter End Quarter End Market Investment Cap Value Percent of (billions) (thousands) Net Assets Google, Inc. Amazon.com, Inc. Facebook, Inc. TAL Education Group JUST EAT plc Naspers Ltd. Constellation Software, Inc. Mobileye N.V. Illumina, Inc. Alibaba Group Holding Ltd. $426.5 239.4 253.4 2.6 4.2 52.5 8.9 9.9 25.4 148.2 $800.7 795.0 664.8 492.0 450.1 400.2 395.3 371.3 343.6 328.8 7.6% 7.6 6.3 4.7 4.3 3.8 3.8 3.5 3.3 3.1 Exposure by Country Table V. Percentage of securities by country as of September 30, 2015 Percent of Net Assets United States China Israel United Kingdom Indonesia South Africa Canada Brazil India Netherlands Norway 45.0% 14.1 9.5 5.7 4.4 3.8 3.8 3.0 2.6 1.6 0.4 Recent Activity Table VI. Top net purchases for the quarter ended September 30, 2015 Quarter End Amount Market Cap Purchased (billions) (thousands) Google, Inc. FireEye, Inc. TAL Education Group Naspers Ltd. Mobileye N.V. $426.5 5.1 2.6 52.5 9.9 $436.7 375.5 337.2 278.3 272.6 We used the market weakness and the positive inflows in the Fund to add to some of our highest conviction ideas. Baron Global Advantage Fund September 30, 2015 Table VII. Top net sales for the quarter ended September 30, 2015 Market Cap When Sold (billions) MakeMyTrip Ltd. Unilife Corporation $0.7 0.2 Amount Sold (thousands) $48.1 11.0 competitive advantages that have the ability to reinvest capital at high rates of return. We are excited about the long-term prospects of the companies 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, We eliminated small positions in MakeMyTrip, Ltd., and Unilife Corporation and reallocated capital to higher conviction ideas. 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 what we believe are unique companies with sustainable Alex Umansky, Portfolio Manager October 23, 2015 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. Active Share: Active Share 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. 65 Baron Discovery Fund Dear Baron Discovery Fund Shareholder: Performance The Baron Discovery Fund (the “Fund”) decreased 19.80% (Institutional Shares) in the quarter which underperformed the Russell 2000 Growth Index which was down 13.06%. The negative performance in the quarter was due mostly to companies that missed Wall Street earnings expectations (more explanation below). While we are disappointed in the results, we believe the majority of these earnings misses are temporary and not reflective of the long-term fundamentals and growth prospects of these businesses. We continue to remain excited by the opportunities for growth that we believe our portfolio companies possess. The Baron Discovery Fund reached two years of age at the end of the quarter. While we are disappointed that we followed up our first year of outperformance with a disappointing second year, since inception, the Fund’s performance continues to outpace the Russell 2000 Growth Index. And despite a difficult start to 2015, we continue to believe a long-term approach to investing in fast growing small-cap companies combined with our disciplined investment process should generate outperformance over a full economic cycle. RANDY GWIRTZMAN AND LAIRD BIEGER PORTFOLIO MANAGERS Retail Shares: BDFFX Institutional Shares: BDFIX Table I. Performance† For period ended September 30, 2015 Baron Discovery Fund Retail Shares1,2 Three Months3 (19.87)% Nine Months3 (15.94)% One Year (4.71)% Since Inception (September 30, 2013) (Annualized) 5.50% Since Inception (September 30, 2013) (Cumulative)3 11.30% Baron Discovery Fund Institutional Shares1,2 Russell 2000 Growth Index1 S&P 500 Index1 (19.80)% (15.81)% (4.53)% (13.06)% (5.47)% 4.04% (6.44)% (5.29)% (0.61)% 5.74% 3.92% 9.09% 11.80% 7.99% 19.00% Table II. Top contributors to performance for the quarter ended September 30, 2015 Percent Impact Flotek Industries, Inc. Neos Therapeutics, Inc. Chuy’s Holdings, Inc. Strategic Hotels & Resorts, Inc. Mercury Systems, Inc. 0.56% 0.36 0.34 0.31 0.18 Flotek Industries, Inc. is primarily a supplier of chemical additives to the global oil & gas industry with some additional ancillary oilfield service operations. The company has a proprietary product called “complex nanofluid (CnF)” that is proving to be extremely effective at increasing oil & gas shale well productivity. The company’s shares rebounded sharply in the third quarter following much stronger-than-expected results in the second quarter that were principally driven by stronger-than-expected CnF sales and margins. CnF sales growth is outpacing industry activity levels by a wide margin as customers seek to optimize production in the most capital efficient manner. Flotek also is pursuing unique business strategies in marketing and selling its core product directly to end users that are gaining traction and should further enhance the revenue and margin opportunity in its core business. We continue to like Flotek shares at current prices. Neos Therapeutics, Inc. is a specialty pharmaceutical company that excels at creating unique extended release versions of drugs with FDA approved active pharmaceutical ingredients (APIs). We like these types of companies as the risks of approval tend to be lower than those for companies that are developing drugs with new methods of action (MOAs) that might have hard to predict side effects. Neos is developing extended release versions of attention deficit hyperactivity disorder (ADHD) drugs that have a unique melt-away composition. This enables patients (a majority of whom are very young) to avoid taking hard to swallow pills and hard to prepare doses of Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares and Institutional Shares as of September 30, 2014 was 2.16% and 1.91%, but the net annual expense ratio was 1.35% and 1.10% (net of the Adviser’s fee waivers), respectively. 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. 66 Baron Discovery Fund September 30, 2015 liquids. There is tremendous opportunity for Neos as the current market for ADHD drugs is approximately $5 billion. We expect the company to gain FDA approval for two products in mid-2016, with launches soon thereafter. However, we have recently trimmed our position substantially, taking profits on the position while we await the uncertainty of FDA approval events. Chuy’s Holdings, Inc., an operator of Mexican themed casual dining restaurants, was a contributor in the quarter. The company, which had been undergoing a turn-around over the last year, reported earnings that were much better than expectations. While we are fans of the concept and the company’s opportunity to expand the chain, the stock appreciated meaningfully since initial purchase and traded significantly above our price target. We exited the position as a result. Strategic Hotels & Resorts, Inc., a luxury hotel REIT, was a contributor in the quarter because it agreed to be purchased by Blackstone for $14.25 per share. We continue to believe that we will have a handful of companies that get taken over each year, and were happy to see that Blackstone seemed to see the same value in Strategic Hotels that we did. Mercury Systems, Inc. is a provider of complex electronic subsystems to major defense contractors. Its devices allow customers to develop more quickly and with lower risk systems that gather, process and send information from military platforms including planes, UAVs, ships, ground vehicles and missile defense systems. Mercury Systems outperformed in the quarter as it continued to successfully execute on its business strategy, and investors started to believe that the U.S. defense budget has essentially bottomed out. Table III. Top detractors from performance for the quarter ended September 30, 2015 Percent Impact The Spectranetics Corporation Sientra, Inc. CaesarStone Sdot-Yam Ltd. Barracuda Networks, Inc. Amber Road, Inc. –1.44% –1.25 –1.23 –1.16 –0.92 The Spectranetics Corporation is a medical device company that specializes in equipment that clears plaque from cardiac and peripheral (arm and leg) arteries. It missed revenues in the first quarter by 4.5% due to softness in one of its product segments (cutting balloons for the U.S. market, which we estimate to be a single-digit percentage of Spectranetics’ business). As a result, the mid-point of full year guidance was lowered by 3.4% ($9 million on $261.5 million). Then, in July, the company lowered full year revenue guidance again by about 6%, due to lower growth in its lead management products (to remove heart leads used by pacemakers and other devices). We believe that the market has misunderstood some of the dynamics here, and that the company is trading at far too low a multiple given its market positioning and product opportunity set. Sientra, Inc. is a designer and manufacturer of silicone-based breast implants for sale in the U.S. Our investment premise was based on the oligopoly like structure of the business (there are only three U.S.-based competitors, and FDA approval can take at least seven years for new entrants). We had earned solid returns until the company announced that there was a regulatory issue relating to its manufacturing plant. While no patients are in danger, the issue has created thesis-killing risks to the investment. We immediately sold at the time of the announcement. CaesarStone Sdot-Yam Ltd. is a leading global manufacturer of quartz surfaces for kitchens and bathrooms. The company was a detractor in the quarter as its stock price fell sharply in August after the company reduced its full-year revenue guidance on its second quarter earnings call. Weighing further on the stock price was the publication of a negative report by a hedge fund that was selling the stock short. We believe that the stock price has overreacted to both events and remain positive on our investment in CaesarStone, as earnings growth continues to accelerate from successful new product launches and quartz market share gains vs. other countertop materials, such as granite and marble. Barracuda Networks, Inc. is a provider of cybersecurity services to small and medium-sized businesses around the world. At the end of the quarter, the company announced unexpected reductions in its growth expectations for both its storage and cybersecurity-based products (the latter more affected by European sales). We exited the position as a result. We found the commentary at odds with our own due diligence in the cybersecurity industry. The explanations also contradicted prior management commentary from last quarter. We believe that we have better risk/return opportunities elsewhere in the sector. Amber Road, Inc. is a software company that has a unique database that helps customers to efficiently and economically comply with complex worldwide trade regulations. It has huge customers like Honeywell, GE and Walmart. It has mostly recurring revenues with high incremental margins and is about breakeven on free cash flow (even as it invests to grow the company). In the December quarter (reported in February), Amber lost a big customer that wanted such extreme customizations to its installation that the contract would have been only marginally profitable for Amber. It took down operating income guidance by about $3 million on its May call. Then ensuing delays in closing other large contracts led management to lower full year 2015 revenue guidance by 6% at the midpoint when it reported results in August. These issues have led to about a 50% cut to the company’s market valuation. Amber currently has four large RFP’s that could close this year and lead to re-acceleration of growth in 2016. We believe that the stock will perform well as revenue growth gets back on track. Portfolio Structure As of September 30, 2015, the Fund had $73.8 million under management and was invested in 55 publicly traded stocks. At the end of the quarter, the top 10 positions represented 31.8% of the Fund’s assets. Our key sector weightings at the end of September 2015 were 26.1% Health Care (0.5% less than the Russell 2000 Growth Index), 22.3% Information Technology (2.2% below the Index), 20.7% Consumer Discretionary (2.2% greater than the Index), 10.5% Financials (2.6% above the Index), and 7.9% Industrials (4.9% below the Index). As we begin the fourth quarter, we continue to position the portfolio with what we believe is a slightly more conservative bias. This can be seen in our top 10 positions which, for the most part, are being valued on current cash flows/profitability as opposed to a multiple of revenues (revenue multiples are typically used when a company has not yet reached profitability). 67 Baron Discovery Fund Table IV. Top 10 holdings as of September 30, 2015 Quarter End Investment Percent Year Value of Net Acquired (millions) Assets Pinnacle Entertainment, Inc. JUST EAT plc Press Ganey Holdings, Inc. ExamWorks Group, Inc. Flotek Industries, Inc. Mercury Systems, Inc. DigitalGlobe, Inc. Valero Energy Partners LP Chesapeake Lodging Trust M/A-COM Technology Solutions Holdings, Inc. 2014 2014 2015 2014 2013 2015 2014 2015 2015 $3.2 2.8 2.7 2.4 2.3 2.1 2.1 2.0 2.0 2015 1.9 4.3% 3.8 3.6 3.3 3.2 2.9 2.8 2.7 2.6 2.6 opportunities to acquire small manufacturing assets at highly accretive multiples. We believe the company is well managed and is poised to generate attractive earnings growth via new store openings, accretive acquisitions and de-leveraging. The Habit Restaurants, Inc. owns and operates the Habit Burger Grill chain of fast casual restaurants. We participated in the company’s IPO last year and subsequently sold our position when its valuation became extended. Recently, the shares have sold off on concerns that the company is heading into difficult comparisons in the second half of 2015. We have taken advantage of the sell-off to reinstate our position, as we believe the company’s long-term prospects for highly return generative unit growth remain unchanged. We like the company’s restaurant concept, industryleading unit economics and, in our view, highly competent management team whom we know from previous investments, and we believe 20%+ earnings growth is possible for many years to come. Table VI. Recent Activity Top net sales for the quarter ended September 30, 2015 Market Quarter End Cap Market Cap or When Market Cap Amount Year Acquired When Sold Sold Acquired (billions) (billions) (millions) Table V. Top net purchases for the quarter ended September 30, 2015 Quarter End Amount Year Market Cap Purchased Acquired (billions) (millions) Chesapeake Lodging Trust Essent Group Ltd. Pinnacle Entertainment, Inc. Party City Holdco Inc. The Habit Restaurants, Inc. 2015 2015 2014 2015 2015 $1.6 2.3 2.1 1.9 0.6 $2.3 2.1 1.7 1.3 1.0 Chesapeake Lodging Trust is a real estate investment trust that invests in upscale lodging assets in gateway cities. The company has been a long-time investment of the Baron Small Cap Fund, and we have always held the management in high regard. The company’s stock has declined significantly as the lodging sector had seen some macro-economic headwinds. We believe the company trades at a significant discount to net asset value and we expect it will continue to grow via acquisitions. Additionally, it pays a hefty dividend and trades at a 5.5% dividend yield. Essent Group Ltd. is a mortgage insurance company that provides credit protection on residential mortgages. The private mortgage insurance industry should grow over the next several years as the housing market recovers and the government pulls back from the mortgage finance market. Essent began underwriting in 2010, so it is unencumbered by pre-crisis liabilities and should grow premiums much faster than peers off a smaller base. Margins should expand as the company scales up, and credit losses should remain low due to stringent underwriting standards. The company is led by an experienced and capable management team. We expect earnings to double in the next two to three years, so we believe today’s share price represents an attractive valuation. Party City Holdco Inc. is a manufacturer, wholesaler and retailer of decorative party supplies, operating the Party City chain of specialty party stores. The company has a dominant North American market share position (in both retail and wholesale) in a relatively resilient consumer products category, and its vertically integrated model (from manufacture to retail) provides margin integrity, a scale advantage relative to competitors and 68 Chuy’s Holdings, Inc. Fidelity National Financial Inc. - FNFV Group Parsley Energy, Inc. Strategic Hotels & Resorts, Inc. INC Research Holdings, Inc. 2015 $0.3 $0.6 $2.1 2015 2015 1.4 2.4 4.1 2.2 2.1 2.1 2014 2014 2.1 1.0 3.8 2.3 2.1 1.2 Fidelity National Financial Inc. is a tracking stock that represents the investments of Fidelity National Corp. We sold the stock in the quarter because we felt some of the businesses within the structure were beginning to face macro headwinds, which we ultimately thought would produce earnings that were lower than we expected when we initially purchased the stock. Strategic Hotels & Resorts, Inc., is a luxury hotel REIT. A portion of the position was sold in the quarter because the company agreed to be purchased by Blackstone for $14.25 per share. We used the stock sales as a source of funds to purchase new stock positions. INC Research Holdings, Inc. is a contract research organization (CRO) for the biotech and pharmaceutical industry. We believe INC Research is well managed and attractively positioned in the space. We trimmed the position based on valuation. We would be buyers again at lower levels. Outlook We continue to see a choppy macro environment, which is something we have been calling out since the third quarter of last year. While we had hoped to see more improvement in the economy by this point, the reality is that the economic data has not meaningfully improved. That being said, while we are mindful of the macro-economic landscape, we are primarily driven by the prospects of the individual companies that we own in the portfolio. On that front, we remain much more upbeat based on the Baron Discovery Fund September 30, 2015 conversations we have had with these companies. Generally speaking, we are still excited by the opportunities for growth that our portfolio companies have. In addition, we believe that many of the companies in which we invest will have the ability to grow through any economic choppiness. While the year-to-date performance has been disappointing, we continue to stay focused on “discovering” the next great growth company. We do not think that the more recent performance of the Fund is indicative of our ability to accomplish that goal over the longer term. Thank you for investing in the Fund. Randy Gwirtzman & Laird Bieger Portfolio Managers October 23, 2015 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. 69 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. . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cerner Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . T. Rowe Price Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Nielsen Holdings Plc . . . . . . . . . . . . . . . . . . . . . . . . . Roper Technologies Inc. . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . Norwegian Cruise Line Holdings, Ltd. . . . . . . . . . . . FleetCor Technologies, Inc. . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Universal Health Services, Inc. . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stericycle, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Tractor Supply Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Henry Schein, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ralph Lauren Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Tiffany & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . First Republic Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . Western Gas Equity Partners LP . . . . . . . . . . . . . . . . Quintiles Transnational Holdings, Inc. . . . . . . . . . . . Westinghouse Air Brake Technologies Corporation Towers Watson & Co. . . . . . . . . . . . . . . . . . . . . . . . . . 70 Equity Market Cap (in millions) $62,711 37,574 25,441 24,785 20,691 17,807 16,314 15,774 15,572 13,376 13,131 12,671 12,453 12,412 12,341 11,836 11,825 11,452 11,068 10,662 10,623 10,120 9,957 9,855 8,996 8,899 8,632 8,537 8,512 8,133 % of Net Assets 1.7% 2.9 3.7 1.2 0.4 0.9 1.3 1.7 1.7 2.9 0.7 3.1 3.8 1.8 1.6 1.4 1.0 1.6 1.8 2.5 1.2 0.5 1.0 0.9 3.8 1.1 0.3 1.2 1.7 2.1 Company Verisign, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . CDK Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Cooper Companies, Inc. . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SS&C Technologies Holdings, Inc. . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Airgas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . WABCO Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . IDEX Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . West Pharmaceutical Services, Inc. . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Blue Buffalo Pet Products, Inc. . . . . . . . . . . . . . . . . . Bio-Techne Corporation . . . . . . . . . . . . . . . . . . . . . . . Tallgrass Energy GP, LP . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . Alexander’s, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $8,008 7,945 7,887 7,616 7,237 6,970 6,962 6,831 6,740 6,669 6,619 6,074 6,030 5,882 5,518 4,875 4,426 4,198 3,897 3,826 3,734 3,512 3,438 3,124 3,077 2,745 2,430 1,910 1,051 % of Net Assets 1.7% 1.9 2.8 0.4 1.6 5.2 1.8 4.8 1.6 0.6 3.1 0.4 1.9 0.3 1.0 0.9 0.4 0.8 1.6 4.1 2.2 0.2 1.0 0.7 1.3 1.0 0.5 1.1 0.2 96.6% 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. . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . LKQ Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IHS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SS&C Technologies Holdings, Inc. . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . MSCI, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alexandria Real Estate Equities, Inc. . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Community Health Systems, Inc. . . . . . . . . . . . . . . . Panera Bread Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penske Automotive Group, Inc. . . . . . . . . . . . . . . . . Douglas Emmett, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Juno Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . MAXIMUS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bright Horizons Family Solutions, Inc. . . . . . . . . . . . West Pharmaceutical Services, Inc. . . . . . . . . . . . . . Booz Allen Hamilton Holding Corp. . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MSC Industrial Direct Co., Inc. . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Colfax Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Morningstar, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bio-Techne Corporation . . . . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . . . . TreeHouse Foods, Inc. . . . . . . . . . . . . . . . . . . . . . . . . ACADIA Pharmaceuticals Inc. . . . . . . . . . . . . . . . . . . LaSalle Hotel Properties . . . . . . . . . . . . . . . . . . . . . . Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . Virtu Financial, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Air Lease Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hudson’s Bay Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $20,872 15,286 10,987 8,996 8,648 7,945 7,909 7,887 6,970 6,962 6,831 6,619 6,520 6,122 6,030 5,882 5,619 5,206 5,054 4,989 4,363 4,202 4,092 3,928 3,899 3,897 3,854 3,826 3,766 3,734 3,716 3,551 3,438 3,401 3,350 3,331 3,211 3,196 3,173 3,172 3,081 % of Net Assets 5.2% 0.3 1.7 4.2 0.7 2.3 0.4 2.2 3.4 3.1 1.9 3.7 1.8 0.9 3.9 2.7 2.5 3.1 1.8 1.3 0.5 1.5 0.1 2.6 2.1 0.8 1.3 3.1 0.4 0.9 0.7 1.3 1.2 1.5 1.5 0.3 0.7 1.3 0.4 0.9 0.2 Company Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . FEI Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . The Boston Beer Company, Inc. . . . . . . . . . . . . . . . . Landstar System, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . Oaktree Capital Group, LLC . . . . . . . . . . . . . . . . . . . Primerica, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BRP, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valmont Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . Marriott Vacations Worldwide Corp. . . . . . . . . . . . . Nord Anglia Education Inc. . . . . . . . . . . . . . . . . . . . . Generac Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Pinnacle Entertainment, Inc. . . . . . . . . . . . . . . . . . . . Alexander’s, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pegasystems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Masonite International Corp. . . . . . . . . . . . . . . . . . . American Assets Trust, Inc. . . . . . . . . . . . . . . . . . . . . Diplomat Pharmacy, Inc. . . . . . . . . . . . . . . . . . . . . . . Diamond Resorts International, Inc. . . . . . . . . . . . . Neogen Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Moelis & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . ClubCorp Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . Penn National Gaming, Inc. . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cohen & Steers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Smart & Final Stores, Inc. . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trex Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Interval Leisure Group, Inc. . . . . . . . . . . . . . . . . . . . . Bottomline Technologies (de), Inc. . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Atara Biotherapeutics, Inc. . . . . . . . . . . . . . . . . . . . . ConforMIS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Whistler Blackcomb Holdings, Inc. . . . . . . . . . . . . . Iridium Communications Inc. . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $3,077 3,038 2,812 2,774 2,766 2,745 2,430 2,394 2,235 2,220 2,206 2,145 2,116 2,084 2,054 1,910 1,883 1,837 1,835 1,829 1,710 1,681 1,525 1,430 1,389 1,346 1,318 1,247 1,159 1,073 1,073 1,068 1,055 1,030 899 897 735 613 583 % of Net Assets 0.7% 0.7 1.3 0.7 0.4 2.1 1.4 1.0 1.8 0.2 0.4 1.4 0.7 0.7 1.2 0.7 0.7 1.3 0.4 0.4 0.1 0.2 1.0 0.4 0.4 0.9 0.5 0.9 0.7 0.7 0.9 0.7 0.7 0.2 1.0 0.3 0.5 0.3 0.8 99.8% 71 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 Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . FleetCor Technologies, Inc. . . . . . . . . . . . . . . . . . . . . Liberty Media Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . TransDigm Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . SL Green Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . Acuity Brands, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DexCom, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . Waste Connections, Inc. . . . . . . . . . . . . . . . . . . . . . . The Madison Square Garden Company . . . . . . . . . . Liberty Broadband Corporation . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . The Ultimate Software Group, Inc. . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . ICON plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brookdale Senior Living, Inc. . . . . . . . . . . . . . . . . . . . Phillips 66 Partners LP . . . . . . . . . . . . . . . . . . . . . . . . Bright Horizons Family Solutions, Inc. . . . . . . . . . . . Nordson Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Berry Plastics Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . . . . WEX Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cepheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LaSalle Hotel Properties . . . . . . . . . . . . . . . . . . . . . . Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . Aspen Technology, Inc. . . . . . . . . . . . . . . . . . . . . . . . . FEI Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Catalent Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cognex Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Houghton Mifflin Harcourt Company . . . . . . . . . . . Platform Specialty Products Corp. . . . . . . . . . . . . . . The Cheesecake Factory, Inc. . . . . . . . . . . . . . . . . . . Armstrong World Industries, Inc. . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . Clean Harbors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . ACI Worldwide, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . Healthcare Services Group, Inc. . . . . . . . . . . . . . . . . Cantel Medical Corp. . . . . . . . . . . . . . . . . . . . . . . . . . 72 Equity Market Cap (in millions) $15,572 13,376 12,671 11,723 11,371 10,919 10,662 7,887 7,645 6,970 6,876 6,831 5,995 5,470 5,288 5,206 5,117 4,426 4,371 4,237 4,034 3,899 3,793 3,734 3,602 3,401 3,357 3,258 3,211 3,196 3,185 3,038 3,026 2,994 2,887 2,779 2,756 2,668 2,648 2,640 2,627 2,569 2,488 2,430 2,423 2,359 % of Net Assets 1.8% 3.4 2.3 1.1 4.0 0.6 0.8 1.4 3.2 3.7 2.4 2.2 2.4 1.6 0.5 0.5 2.8 0.6 1.7 1.1 0.4 3.3 1.0 1.7 1.8 1.8 1.3 0.8 0.3 1.0 0.0 1.4 1.1 1.3 0.9 0.9 0.8 0.6 1.1 0.2 1.0 1.0 1.6 1.6 0.6 0.9 Company PRA Health Sciences, Inc. . . . . . . . . . . . . . . . . . . . . . Essent Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . INC Research Holdings, Inc. . . . . . . . . . . . . . . . . . . . Monro Muffler Brake, Inc. . . . . . . . . . . . . . . . . . . . . . Nord Anglia Education Inc. . . . . . . . . . . . . . . . . . . . . Dominion Midstream Partners, L.P. . . . . . . . . . . . . . Electronics For Imaging, Inc. . . . . . . . . . . . . . . . . . . . On Assignment, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Party City Holdco Inc. . . . . . . . . . . . . . . . . . . . . . . . . Summit Materials, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Diplomat Pharmacy, Inc. . . . . . . . . . . . . . . . . . . . . . . comScore, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rexnord Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Scorpio Tankers Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Abengoa Yield plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Press Ganey Holdings, Inc. . . . . . . . . . . . . . . . . . . . . Chesapeake Lodging Trust . . . . . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Interface, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mattress Firm Holding Corp. . . . . . . . . . . . . . . . . . . . Moelis & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . RBC Bearings Incorporated . . . . . . . . . . . . . . . . . . . . Artisan Partners Asset Management Inc. . . . . . . . . Builders FirstSource, Inc. . . . . . . . . . . . . . . . . . . . . . . DigitalGlobe, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penn National Gaming, Inc. . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . ExamWorks Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . Tumi Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . BJ’s Restaurants, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Western Refining Logistics, LP . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Globe Specialty Metals, Inc. . . . . . . . . . . . . . . . . . . . National CineMedia, Inc. . . . . . . . . . . . . . . . . . . . . . . The Container Store Group, Inc. . . . . . . . . . . . . . . . . Iconix Brand Group, Inc. . . . . . . . . . . . . . . . . . . . . . . PBF Logistics LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Spectranetics Corporation . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . The Chefs’ Warehouse, Inc. . . . . . . . . . . . . . . . . . . . . Del Frisco’s Restaurant Group, Inc. . . . . . . . . . . . . . The KEYW Holding Corporation . . . . . . . . . . . . . . . . SFX Entertainment, Inc. . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $2,336 2,303 2,253 2,158 2,116 2,085 2,048 1,942 1,905 1,865 1,829 1,807 1,704 1,691 1,660 1,659 1,557 1,555 1,540 1,525 1,478 1,471 1,430 1,403 1,384 1,377 1,350 1,346 1,274 1,215 1,196 1,102 977 895 895 825 676 653 592 501 474 372 326 237 50 % of Net Assets 0.8% 0.8 1.2 0.7 1.4 0.3 1.0 1.8 0.4 0.9 0.5 0.5 0.2 0.9 1.0 0.1 1.3 0.7 0.5 1.4 0.4 1.3 0.7 0.6 0.6 0.5 0.9 1.1 0.2 0.4 0.6 1.0 0.2 0.9 1.0 0.1 0.5 0.4 0.3 0.5 0.2 0.6 0.6 0.1 0.0 96.6% Baron Funds Baron Opportunity Fund Baron Opportunity Fund invests in high growth businesses of any market capitalization selected for their capital appreciation potential. Company Google, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Facebook, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . MasterCard, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . salesforce.com, inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Netflix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . . . . Tesla Motors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Under Armour, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . Red Hat, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Servicenow, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $426,500 253,435 239,416 102,025 62,711 45,824 43,820 37,574 32,352 25,441 24,785 20,872 15,572 13,376 13,189 12,453 12,341 11,825 10,841 9,855 7,945 6,970 6,030 % of Net Assets 4.6% 3.6 3.5 2.6 2.6 2.0 2.6 2.5 3.5 3.8 1.3 1.3 3.8 2.6 2.9 3.0 2.5 1.5 1.3 1.3 3.4 4.2 1.3 Company CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . athenahealth, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . FireEye, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restoration Hardware Holdings, Inc. . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . MarketAxess Holdings Inc. . . . . . . . . . . . . . . . . . . . . Cepheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aspen Technology, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Qualys, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $5,619 5,152 5,073 4,875 4,190 3,751 3,734 3,464 3,258 3,185 3,077 2,812 2,601 1,753 1,691 1,540 1,073 1,073 1,051 970 899 % of Net Assets 3.9% 1.7 0.8 0.6 1.4 1.6 5.7 1.1 1.2 1.0 1.0 2.7 1.0 1.5 1.1 2.3 0.8 0.0 0.6 0.6 2.4 94.7% 73 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 The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . . Tesla Motors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Under Armour, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Norwegian Cruise Line Holdings, Ltd. . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Equity % of Market Cap Total (in millions) Investments $37,574 32,352 25,441 20,872 13,131 12,453 12,341 10,623 9,855 8,996 6,970 6,831 6,740 6,619 6,030 4.6% 8.6 3.7 0.4 0.7 4.7 5.0 2.9 3.8 7.6 2.3 3.3 5.2 5.2 1.2 Company Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Panera Bread Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Douglas Emmett, Inc. . . . . . . . . . . . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . . . Air Lease Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . Equity % of Market Cap Total (in millions) Investments $5,882 5,619 5,206 4,989 4,875 4,202 3,826 3,401 3,172 3,077 2,812 1,318 1,051 4.3% 8.0 5.5 0.3 2.9 0.3 4.1 2.8 3.4 2.3 3.9 2.4 0.3 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $629,010 Google, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426,550 Facebook, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,435 Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 239,416 Visa, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,476 Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . 148,158 MasterCard, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,025 Starbucks Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,362 Biogen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,625 Costco Wholesale Corp. . . . . . . . . . . . . . . . . . . . . . 63,537 The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . 62,711 Naspers Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,494 Regeneron Pharmaceuticals, Inc. . . . . . . . . . . . . . 48,230 Monsanto Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,925 ASML Holding N.V. . . . . . . . . . . . . . . . . . . . . . . . . . 38,125 The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . . 37,574 Alexion Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . 35,368 YUM! Brands, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 34,475 VMware, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,255 74 % of Net Assets 4.2% 7.1 6.5 10.2 4.0 2.9 4.0 4.0 1.9 1.2 3.7 2.1 1.8 1.4 1.8 1.6 2.2 1.9 1.7 Company CME Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Asset Management, Inc. . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Twitter, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Red Hat, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . FireEye, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . Tallgrass Energy GP, LP . . . . . . . . . . . . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $31,324 30,985 25,441 24,785 18,220 15,572 13,189 12,453 11,825 10,623 9,855 8,882 5,073 4,198 3,124 2,262 1,051 % of Net Assets 2.2% 3.0 4.1 1.4 2.0 3.2 2.1 1.7 0.5 1.3 2.5 1.2 3.0 1.2 1.2 0.9 0.9 96.6% 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Church & Dwight Co., Inc. . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Airgas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) % of Net Assets $32,352 12,453 12,341 10,987 10,623 9,855 8,996 6,740 6,669 6,619 5,882 5,619 5,206 11.7% 3.4 4.1 2.4 2.1 2.7 4.2 7.0 1.5 6.9 3.1 7.5 3.8 Company Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . Virtu Financial, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iridium Communications Inc. . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $3,826 3,734 3,196 3,173 2,812 2,745 1,525 1,318 1,073 899 583 % of Net Assets 8.2% 3.1 2.0 0.8 5.4 4.1 3.4 2.5 2.1 4.0 3.1 99.1% 75 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 Tencent Holdings, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Industria de Diseño Textil SA . . . . . . . . . . . . . . . . . . Intesa Sanpaolo S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . Softbank Group Corp. . . . . . . . . . . . . . . . . . . . . . . . . . China Telecom Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . Suncor Energy Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . FANUC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bridgestone Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsui Fudosan Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . Panasonic Corporation . . . . . . . . . . . . . . . . . . . . . . . . Fresenius Medical Care Ag & Co . . . . . . . . . . . . . . . Steinhoff International Holdings Ltd. . . . . . . . . . . . Ryanair Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . Haitong Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . Larsen & Toubro Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Rakuten, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aena SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Experian plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check Point Software Technologies Ltd. . . . . . . . . . Sumitomo Mitsui Trust Holdings, Inc. . . . . . . . . . . . Grifols SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agilent Technologies, Inc. . . . . . . . . . . . . . . . . . . . . . Daiwa Securities Group, Inc. . . . . . . . . . . . . . . . . . . . ProSiebenSat.1 Media AG . . . . . . . . . . . . . . . . . . . . . easyJet plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Julius Baer Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Burberry Group plc . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Constellation Software, Inc. . . . . . . . . . . . . . . . . . . . Brenntag AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Symrise AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ingenico Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . lululemon athletica, inc. . . . . . . . . . . . . . . . . . . . . . . Newcrest Mining Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 76 Equity Market Cap (in millions) $156,843 148,158 104,233 58,916 55,967 38,952 38,652 32,076 27,891 27,520 25,069 24,329 22,660 21,190 21,138 20,789 18,424 17,953 16,552 15,533 14,347 14,180 12,814 11,377 11,182 10,718 10,678 10,155 9,855 9,207 8,996 8,882 8,315 7,785 7,347 7,119 6,811 % of Net Assets 1.3% 0.9 1.3 0.7 1.1 1.0 1.3 1.2 1.5 1.4 0.7 1.7 1.5 2.2 0.7 0.7 1.8 1.0 3.3 1.1 3.0 1.7 1.1 0.8 1.5 2.6 2.0 1.9 1.1 1.1 2.3 4.0 1.9 2.0 2.7 0.8 0.9 Company Qihoo 360 Technology Co. Ltd. . . . . . . . . . . . . . . . . Intertek Group plc . . . . . . . . . . . . . . . . . . . . . . . . . . . Crescent Point Energy Corp. . . . . . . . . . . . . . . . . . . . Zee Entertainment Enterprises Ltd. . . . . . . . . . . . . . Inchcape plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eurofins Scientific SE . . . . . . . . . . . . . . . . . . . . . . . . . William Hill PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Matahari Department Store Tbk . . . . . . . . . . . . . Azimut Holding S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . MonotaRO Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . SouFun Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Nomad Foods Limited . . . . . . . . . . . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Domino’s Pizza Enterprises Ltd. . . . . . . . . . . . . . . . . Sanrio Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domino’s Pizza Group plc . . . . . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Lancashire Holdings Limited . . . . . . . . . . . . . . . . . . . Abcam plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . Dish TV India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luk Fook Holdings (International) Ltd. . . . . . . . . . . TOTVS SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kingdee International Software Group Co. Ltd. . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . EMIS Group plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SKS Microfinance LTD . . . . . . . . . . . . . . . . . . . . . . . . RIB Software AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hathway Cable & Datacom Limited . . . . . . . . . . . . DEN Networks Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $6,167 5,934 5,774 5,742 4,779 4,696 4,690 4,190 3,207 3,070 2,840 2,779 2,725 2,678 2,601 2,569 2,492 2,439 2,235 2,145 2,072 1,767 1,753 1,727 1,473 1,243 1,090 1,073 1,051 1,006 933 783 736 465 329 % of Net Assets 0.5% 1.2 0.4 1.0 1.3 2.4 1.5 1.4 1.0 1.0 1.7 0.4 0.5 1.5 0.7 1.3 2.2 1.3 1.9 0.9 1.6 1.9 2.0 1.1 0.5 0.8 1.2 1.1 0.9 1.6 0.3 0.5 1.9 0.2 0.2 97.7% Baron Funds Baron Real Estate Fund Baron Real Estate Fund is a non-diversified fund that invest 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 Home Depot, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lowe’s Companies, Inc. . . . . . . . . . . . . . . . . . . . . . . . Simon Property Group, Inc. . . . . . . . . . . . . . . . . . . . . American Tower Corp. . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Asset Management, Inc. . . . . . . . . . . . . . AvalonBay Communities, Inc. . . . . . . . . . . . . . . . . . . General Growth Properties, Inc. . . . . . . . . . . . . . . . . Hilton Worldwide Holdings, Inc. . . . . . . . . . . . . . . . . Royal Caribbean Cruises Ltd. . . . . . . . . . . . . . . . . . . . Boston Properties, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Aena SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mohawk Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . Norwegian Cruise Line Holdings, Ltd. . . . . . . . . . . . Starwood Hotels & Resorts Worldwide, Inc. . . . . . SL Green Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MGM Resorts International . . . . . . . . . . . . . . . . . . . . Wyndham Worldwide Corp. . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Jones Lang LaSalle, Inc. . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $148,301 63,767 56,846 37,240 30,985 23,234 23,001 22,652 19,595 18,183 16,552 15,572 13,437 13,376 13,131 11,327 10,919 10,662 10,389 8,428 6,740 6,464 % of Net Assets 3.1% 1.7 1.9 2.1 2.0 1.6 1.5 4.3 2.5 1.4 1.8 4.2 2.6 1.8 4.1 1.7 1.4 3.7 3.7 2.6 3.0 3.4 Company Alexandria Real Estate Equities, Inc. . . . . . . . . . . . . Toll Brothers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Infrastructure Partners L.P. . . . . . . . . . . . Forest City Enterprises, Inc. . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Howard Hughes Corp. . . . . . . . . . . . . . . . . . . . . . . . . Brookdale Senior Living, Inc. . . . . . . . . . . . . . . . . . . . Douglas Emmett, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Strategic Hotels & Resorts, Inc. . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Armstrong World Industries, Inc. . . . . . . . . . . . . . . . Kennedy-Wilson Holdings, Inc. . . . . . . . . . . . . . . . . . Kennedy Wilson Europe Real Estate PLC . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Summit Materials, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Masonite International Corp. . . . . . . . . . . . . . . . . . . Diamond Resorts International, Inc. . . . . . . . . . . . . ClubCorp Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . Builders FirstSource, Inc. . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Capital Senior Living Corp. . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $6,122 6,035 6,018 5,223 4,875 4,557 4,237 4,202 3,799 2,779 2,640 2,503 2,337 2,145 1,865 1,837 1,710 1,389 1,377 1,073 592 % of Net Assets 1.8% 2.6 2.7 2.0 1.2 2.0 0.9 1.9 2.9 0.9 1.1 2.2 2.1 0.9 1.4 2.8 2.7 1.8 2.5 2.0 2.5 97.0% 77 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 China Moblie Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . PetroChina Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Tencent Holdings, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Samsung Electronics Co., Ltd. . . . . . . . . . . . . . . . . . . China Life Insurance Co. Ltd. . . . . . . . . . . . . . . . . . . . Taiwan Semiconductor Manufacturing Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wal-Mart de Mexico S.A.B. de C.V. Class V . . . . . . China Telecom Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . Coal India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China Unicom (Hong Kong) Ltd. . . . . . . . . . . . . . . . Fomento Económico Mexicano, S.A.B. de C.V. . . . . Steinhoff International Holdings Ltd. . . . . . . . . . . . Haitong Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . Larsen & Toubro Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Advanced Info Service Plc . . . . . . . . . . . . . . . . . . . . . Sasol Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Samsung Life Insurance Co. Ltd. . . . . . . . . . . . . . . . . Huatai Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . . Bank Rakyat Indonesia (Persero) Tbk PT . . . . . . . . . Lupin Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MediaTek Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LG Household & Health Care Ltd. . . . . . . . . . . . . . . Ayala Land, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aspen Pharmacare Holdings Ltd. . . . . . . . . . . . . . . . Sinopharm Group Co. Ltd. . . . . . . . . . . . . . . . . . . . . . Universal Robina Corp. . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . . . Bangkok Bank Public Co. Ltd. . . . . . . . . . . . . . . . . . . BDO Unibank, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Bidvest Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Shenzhou International Group Holdings Ltd. . . . . . Far EasTone Telecommunications Co., Ltd. . . . . . . . China Mengniu Dairy Co. Ltd. . . . . . . . . . . . . . . . . . . Global Logistic Properties Ltd. . . . . . . . . . . . . . . . . . Qihoo 360 Technology Co. Ltd. . . . . . . . . . . . . . . . . Wynn Macau Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sihuan Pharmaceutical Holdings Group Ltd. . . . . . Grupo Lala, S.A.B. de C.V. . . . . . . . . . . . . . . . . . . . . . Zee Entertainment Enterprises Ltd. . . . . . . . . . . . . . Infraestructura Energetica Nova S.A.B. de C.V. . . . Motherson Sumi Systems Ltd . . . . . . . . . . . . . . . . . . 78 Equity Market Cap (in millions) $242,529 224,223 156,843 148,158 140,427 109,350 107,611 42,924 38,952 31,524 30,312 30,199 22,660 21,138 20,789 18,840 18,216 17,953 16,502 15,304 14,566 13,947 11,622 11,306 10,690 9,681 9,676 8,961 8,882 8,415 8,072 7,890 7,203 7,026 6,884 6,800 6,167 5,886 5,875 5,846 5,742 4,713 4,642 % of Net Assets 1.7% 1.1 1.4 1.1 2.2 1.3 1.6 1.4 1.2 1.5 0.5 1.7 1.8 1.4 0.8 1.1 1.3 1.2 1.3 0.5 0.9 1.7 0.5 1.7 1.2 1.0 1.9 1.1 1.0 0.6 1.0 1.3 1.7 1.6 1.1 1.0 0.6 0.2 0.5 1.2 1.4 0.9 0.5 Company Glenmark Pharmaceuticals Ltd. . . . . . . . . . . . . . . . . Divi’s Laboratories Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Eclat Textile Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Torrent Pharmaceuticals Ltd. . . . . . . . . . . . . . . . . . . China Everbright Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Mr Price Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . PT Matahari Department Store Tbk . . . . . . . . . . . . . WuXi PharmaTech (Cayman) Inc. . . . . . . . . . . . . . . Metro Pacific Investments Corp. . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . SouFun Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Amara Raja Batteries Ltd. . . . . . . . . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Cetip SA - Mercados Organizados . . . . . . . . . . . . . . Sun TV Network Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Exide Industries Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Novatek Microelectronics Corp. . . . . . . . . . . . . . . . . Man Wah Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . Copa Holdings, S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . Grand Korea Leisure Co., Ltd. . . . . . . . . . . . . . . . . . . Dish TV India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . M. Dias Branco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . Makalot Industrial Co., Ltd. . . . . . . . . . . . . . . . . . . . . Luk Fook Holdings (International) Ltd. . . . . . . . . . . HIWIN Technologies Corp. . . . . . . . . . . . . . . . . . . . . Jumei International Holding Ltd. . . . . . . . . . . . . . . . Multiplus SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTVS SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Biostime International Holdings Ltd. . . . . . . . . . . . . Kingdee International Software Group Co. Ltd. . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ginko International Co., Ltd. . . . . . . . . . . . . . . . . . . . SKS Microfinance LTD . . . . . . . . . . . . . . . . . . . . . . . . PVR Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Linx SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hathway Cable & Datacom Limited . . . . . . . . . . . . i-SENS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEN Networks Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . SHUAA Capital psc . . . . . . . . . . . . . . . . . . . . . . . . . . . Lekoil, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $4,510 4,509 4,122 3,873 3,836 3,713 3,207 3,091 2,971 2,779 2,725 2,679 2,569 2,182 2,157 2,145 2,016 1,904 1,890 1,860 1,748 1,727 1,663 1,628 1,473 1,431 1,413 1,308 1,243 1,208 1,090 1,051 933 932 783 579 520 465 429 329 164 117 % of Net Assets 1.1% 1.8 1.8 2.0 1.0 0.7 1.1 0.9 0.8 0.5 0.6 1.4 1.5 0.8 0.8 0.9 1.0 0.8 1.2 0.5 1.0 1.4 0.2 1.9 0.7 0.7 0.3 0.6 0.8 0.4 1.1 0.8 0.7 1.1 1.0 1.2 0.3 0.2 0.5 0.4 0.0 0.2 87.4% 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marathon Petroleum Corp. . . . . . . . . . . . . . . . . . . . . Energy Transfer Equity, L.P. . . . . . . . . . . . . . . . . . . . . Noble Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Cabot Oil & Gas Corp. . . . . . . . . . . . . . . . . . . . . . . . . Western Gas Equity Partners LP . . . . . . . . . . . . . . . . Antero Resources Corporation . . . . . . . . . . . . . . . . . Newfield Exploration Co. . . . . . . . . . . . . . . . . . . . . . . Helmerich & Payne, Inc. . . . . . . . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . Phillips 66 Partners LP . . . . . . . . . . . . . . . . . . . . . . . . Gulfport Energy Corp. . . . . . . . . . . . . . . . . . . . . . . . . Aspen Technology, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Tallgrass Energy GP, LP . . . . . . . . . . . . . . . . . . . . . . . . Methanex Corporation . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tallgrass Energy Partners, LP . . . . . . . . . . . . . . . . . . . Parsley Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $39,980 30,679 30,215 24,840 21,948 12,918 11,825 9,046 8,632 5,862 5,362 5,092 4,426 4,198 4,034 3,212 3,185 3,124 2,987 2,887 2,627 2,601 2,380 2,349 2,262 % of Net Assets 1.6% 1.7 3.2 2.5 1.8 2.4 4.9 2.6 1.1 0.7 4.6 1.1 1.8 1.8 0.9 2.9 1.1 2.6 1.2 2.8 1.7 1.3 2.1 4.9 1.9 Company SM Energy Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dominion Midstream Partners, L.P. . . . . . . . . . . . . . Laredo Petroleum Inc. . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . SemGroup Corporation . . . . . . . . . . . . . . . . . . . . . . . Superior Energy Services, Inc. . . . . . . . . . . . . . . . . . . RSP Permian, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Scorpio Tankers Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Abengoa Yield plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil States International, Inc. . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . Oasis Petroleum, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . MRC Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forum Energy Technologies, Inc. . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Western Refining Logistics, LP . . . . . . . . . . . . . . . . . Primoris Services Corp. . . . . . . . . . . . . . . . . . . . . . . . . Rose Rock Midstream, L.P. . . . . . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Globe Specialty Metals, Inc. . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . RigNet, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonanza Creek Energy, Inc. . . . . . . . . . . . . . . . . . . . . Lekoil, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $2,177 2,085 2,017 1,995 1,930 1,904 1,843 1,660 1,659 1,340 1,274 1,208 1,139 1,102 1,051 977 926 896 895 895 474 451 203 117 % of Net Assets 3.0% 1.3 1.7 1.3 2.3 1.7 2.2 2.7 1.3 1.1 1.6 1.4 0.8 1.4 1.9 1.7 1.7 0.3 4.5 1.4 1.7 0.8 1.0 0.5 94.5% 79 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 capitalization within the range of companies included in the MSCI ACWI Growth Index Net. Company Google, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Facebook, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Naspers Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Baidu, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ASML Holding N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ICICI Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . ARM Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check Point Software Technologies Ltd. . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . . . Constellation Software, Inc. . . . . . . . . . . . . . . . . . . . Brookfield Infrastructure Partners L.P. . . . . . . . . . . . FireEye, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qunar Cayman Islands Ltd. . . . . . . . . . . . . . . . . . . . . Tallgrass Energy GP, LP . . . . . . . . . . . . . . . . . . . . . . . . 80 Equity Market Cap (in millions) $426,500 253,435 239,416 148,158 62,711 52,494 48,300 38,125 25,441 24,334 20,127 17,953 14,347 9,855 8,882 8,882 6,018 5,073 4,190 3,933 3,124 % of Net Assets 7.6% 6.3 7.6 3.1 1.9 3.8 2.0 1.6 3.3 1.4 1.4 0.7 3.0 3.5 2.0 3.8 2.2 2.5 4.3 2.2 1.2 Company Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Medidata Solutions, Inc. . . . . . . . . . . . . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cetip SA - Mercados Organizados . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . Just Dial Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seadrill Partners, LLC . . . . . . . . . . . . . . . . . . . . . . . . . Glaukos Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . Aerie Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . . Atlas Energy Group, LLC . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $2,887 2,779 2,569 2,329 2,262 2,182 2,145 1,995 1,753 1,540 1,274 1,056 1,051 933 899 863 775 474 456 58 % of Net Assets 0.7% 2.9 4.7 1.4 1.8 1.9 1.5 1.1 3.0 1.8 0.4 0.5 1.6 1.2 1.3 0.4 0.6 1.0 0.4 0.3 93.9% 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. . . . . . . . . . . . . . . . . Cepheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . Essent Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . INC Research Holdings, Inc. . . . . . . . . . . . . . . . . . . . Nord Anglia Education Inc. . . . . . . . . . . . . . . . . . . . . Dominion Midstream Partners, L.P. . . . . . . . . . . . . . Pinnacle Entertainment, Inc. . . . . . . . . . . . . . . . . . . . Party City Holdco Inc. . . . . . . . . . . . . . . . . . . . . . . . . American Assets Trust, Inc. . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Press Ganey Holdings, Inc. . . . . . . . . . . . . . . . . . . . . Chesapeake Lodging Trust . . . . . . . . . . . . . . . . . . . . . M/A-COM Technology Solutions Holdings, Inc. . . Pacira Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . Mattress Firm Holding Corp. . . . . . . . . . . . . . . . . . . . ClubCorp Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . Coherent, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DigitalGlobe, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sage Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Fiesta Restaurant Group, Inc. . . . . . . . . . . . . . . . . . . ExamWorks Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Envestnet, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TherapeuticsMD, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Qualys, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inogen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $4,190 3,799 3,258 2,627 2,303 2,253 2,116 2,085 2,054 1,905 1,835 1,691 1,557 1,555 1,535 1,506 1,471 1,389 1,359 1,350 1,220 1,217 1,215 1,073 1,068 1,040 970 939 % of Net Assets 3.8% 1.5 0.7 2.7 2.5 1.5 1.1 1.1 4.3 1.6 1.3 1.4 3.6 2.6 2.6 0.4 1.0 1.7 1.7 2.8 0.8 1.9 3.3 1.3 2.1 1.3 2.5 2.1 Company ESCO Technologies, Inc. . . . . . . . . . . . . . . . . . . . . . . . Krispy Kreme Doughnuts, Inc. . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Glaukos Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . Rexford Industrial Realty, Inc. . . . . . . . . . . . . . . . . . . Zoe’s Kitchen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Coupons.com Incorporated . . . . . . . . . . . . . . . . . . . . Wingstop Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intersect ENT, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iconix Brand Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Foundation Medicine, Inc. . . . . . . . . . . . . . . . . . . . . . Novadaq Technologies Inc. . . . . . . . . . . . . . . . . . . . . The Habit Restaurants, Inc. . . . . . . . . . . . . . . . . . . . . Mercury Systems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Esperion Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . The Spectranetics Corporation . . . . . . . . . . . . . . . . . NN, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Boot Barn Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . Cerus Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Varonis Systems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Kornit Digital Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neos Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . . . . The KEYW Holding Corporation . . . . . . . . . . . . . . . . Amber Road, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Barfresh Food Group, Inc. . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $937 920 899 895 775 766 765 749 685 655 653 634 586 557 548 531 501 497 482 474 439 388 372 333 237 111 42 % of Net Assets 0.6% 1.2 1.5 3.2 2.0 2.5 1.9 1.1 2.3 1.7 1.2 1.9 1.0 1.3 2.9 0.4 1.9 2.0 1.2 1.5 1.1 2.1 0.1 1.2 1.0 2.0 0.5 96.5% 81 Baron Funds Baron Asset Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (96.54%) Common Stocks (continued) Consumer Discretionary (14.15%) Financials (continued) Apparel, Accessories & Luxury Goods (0.48%) 102,000 Ralph Lauren Corp. Automotive Retail (1.59%) 675,000 CarMax, Inc.1 Hotels, Resorts & Cruise Lines (3.36%) 525,400 Choice Hotels International, Inc. 875,000 Hyatt Hotels Corp., Cl A1 325,000 Norwegian Cruise Line Holdings Ltd.1,2 Real Estate Services (2.47%) 1,950,000 CBRE Group, Inc., Cl A1 $ 1,768,282 $ 12,316,047 12,052,320 40,041,000 $ Regional Banks (1.12%) 450,000 First Republic Bank Specialized REITs (1.72%) 158,659 Equinix, Inc. Total Financials Cost Value 25,633,716 $ 62,400,000 13,544,042 28,246,500 11,424,289 78,559,116 43,377,371 353,061,707 9,382,831 46,452,000 2,254,244 25,095,011 25,035,310 41,212,500 17,946,803 45,296,058 18,622,500 84,870,310 Internet Retail (1.66%) 34,000 The Priceline Group, Inc.1 5,449,298 42,053,240 Health Care Equipment (4.80%) 1,630,000 IDEXX Laboratories, Inc.1 32,146,764 121,027,500 Leisure Facilities (4.15%) 1,000,000 Vail Resorts, Inc. 19,491,425 104,680,000 Health Care Facilities (1.85%) 375,000 Universal Health Services, Inc., Cl B 23,304,910 46,803,750 3,597,441 10,043,985 15,846,066 29,487,492 113,808,602 7,441,500 25,096,500 40,895,200 73,433,200 357,130,070 34,262,522 33,583,774 67,846,296 39,447,900 40,048,800 79,496,700 3,255,767 44,719,593 47,975,360 8,994,000 32,778,255 41,772,255 14,611,786 13,340,250 29,043,890 22,887,377 15,496,167 25,426,500 92,305,500 71,185,000 20,659,909 88,087,343 268,743,504 30,610,800 219,527,800 555,080,005 10,455,704 9,434,700 35,548,952 46,004,656 44,025,000 53,459,700 7,016,768 34,827,500 Human Resource & Employment Services (2.10%) 450,000 Towers Watson & Co., Cl A 50,757,096 52,821,000 Industrial Conglomerates (1.68%) 270,000 Roper Technologies Inc. 22,869,631 42,309,000 25,990,370 23,539,575 49,529,945 25,668,000 47,335,500 73,003,500 17,797,011 33,418,943 51,215,954 33,352,500 96,083,000 129,435,500 Specialty Stores (2.91%) 150,000 Dick’s Sporting Goods, Inc. 325,000 Tiffany & Co. 485,000 Tractor Supply Co. Total Consumer Discretionary Health Care (22.00%) Health Care Distributors (1.84%) 350,000 Henry Schein, Inc.1 Health Care Supplies (3.15%) 265,000 The Cooper Companies, Inc. 740,000 West Pharmaceutical Services, Inc. Health Care Technology (1.66%) 150,000 Cerner Corp.1 1,573,608 Inovalon Holdings, Inc., CI A1 Consumer Staples (0.71%) Food Distributors (0.53%) 275,000 United Natural Foods, Inc.1 Packaged Foods & Meats (0.18%) 254,364 Blue Buffalo Pet Products, Inc.1 Total Consumer Staples 5,087,280 19,699,066 4,555,659 17,895,909 275,000 525,000 250,000 440,000 Life Sciences Tools & Services (8.70%) Bio-Techne Corp. Illumina, Inc.1 Mettler-Toledo International, Inc.1 Quintiles Transnational Holdings, Inc.1 Energy (3.07%) Oil & Gas Equipment & Services (0.37%) 93,000 Core Laboratories N.V.2 Oil & Gas Exploration & Production (0.97%) 249,500 Concho Resources, Inc.1 Oil & Gas Storage & Transportation (1.73%) 689,746 Shell Midstream Partners, L.P. 846,939 Tallgrass Energy GP LP 164,934 Western Gas Equity Partners LP Total Energy Total Health Care 6,334,307 10,983,600 16,500,094 24,619,431 3,628,548 44,748,073 62,065,980 9,281,400 24,525,850 20,299,225 16,828,678 6,503,347 43,631,250 77,438,500 Financials (13.99%) Asset Management & Custody Banks (0.90%) 325,000 T. Rowe Price Group, Inc. 7,848,785 22,587,500 Investment Banking & Brokerage (2.89%) 2,550,000 The Charles Schwab Corp. 2,490,233 72,828,000 Office REITs (1.11%) 75,164 Alexander’s, Inc.4 3,467,447 28,111,336 Property & Casualty Insurance (3.78%) 1,300,000 Arch Capital Group Ltd.1,2 14,150,604 95,511,000 82 Industrials (16.53%) Construction Machinery & Heavy Trucks (2.12%) 90,000 WABCO Holdings, Inc.1 500,000 Westinghouse Air Brake Technologies Corporation Environmental & Facilities Services (1.38%) 250,000 Stericycle, Inc.1 Industrial Machinery (2.89%) 360,000 IDEX Corporation 450,000 The Middleby Corp.1 Research & Consulting Services (5.13%) 750,000 Nielsen Holdings PLC (formerly, Nielsen N.V.)2 1,300,000 Verisk Analytics, Inc.1 Baron Funds Baron Asset Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (continued) Private Equity Investments (0.24%) Industrials (continued) Financials (0.24%) Trading Companies & Distributors (1.23%) 850,000 Fastenal Co. Total Industrials $ 15,216,174 $ 242,610,224 31,118,500 416,974,700 Information Technology (22.36%) 550,000 200,000 495,000 1,035,000 525,000 652,000 Application Software (10.35%) ANSYS, Inc.1 CDK Global, Inc. FactSet Research Systems, Inc. Guidewire Software, Inc.1 Mobileye N.V.1,2 SS&C Technologies Holdings, Inc. Data Processing & Outsourced Services (3.14%) 575,000 FleetCor Technologies, Inc.1 155,000 600,000 350,000 450,000 Internet Software & Services (3.72%) LinkedIn Corp., Cl A1 Verisign, Inc.1 Zillow Group, Inc., CI A1 Zillow Group, Inc., Cl C1 IT Consulting & Other Services (5.15%) 1,550,000 Gartner, Inc.1 Total Information Technology 14,771,000 9,896,922 27,063,232 48,419,990 17,145,372 48,477,000 9,556,000 79,105,950 54,420,300 23,877,000 36,761,317 154,057,833 45,666,080 261,102,330 20,969,885 79,131,500 8,240,400 27,498,020 10,419,626 13,576,575 59,734,621 29,470,150 42,336,000 10,055,500 12,150,000 94,011,650 33,739,350 268,501,689 130,091,500 564,336,980 0 $ 5,997,789 Short Term Investments (2.85%) $72,048,598 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $72,048,598; (Fully collateralized by $68,525,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $73,493,063) 72,048,598 TOTAL INVESTMENTS (99.63%) $1,170,262,477 9,328,910 $2,523,377,249 RETAIL SHARES (Equivalent to $60.88 per share based on 29,637,713 shares outstanding) $1,804,303,648 INSTITUTIONAL SHARES (Equivalent to $62.19 per share based on 11,563,216 shares outstanding) $ 719,073,601 % 1 3 11,449,835 15,632,750 4 20,275,863 73,318,000 12,500,000 1,098,213,879 5,133,331 2,436,001,952 72,048,598 2,514,048,339 CASH AND OTHER ASSETS LESS LIABILITIES (0.37%) NET ASSETS 2 Telecommunication Services (2.91%) Wireless Telecommunication Services (2.91%) 700,000 SBA Communications Corp., Cl A1 Value Principal Amount Materials (0.62%) Industrial Gases (0.62%) 175,000 Airgas, Inc. Asset Management & Custody Banks (0.24%) 7,056,223 Windy City Investments Holdings, L.L.C.1,3,4 $ Cost Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $11,131,120 or 0.44% of net assets. These securities are 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. Utilities (0.20%) Renewable Electricity (0.20%) 833,333 TerraForm Global, Inc.1,3 TOTAL COMMON STOCKS 83 Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Value 39,093,982 $ 50,546,400 84,617,613 97,020,000 52,359,551 46,822,917 26,399,845 121,543,161 54,433,219 105,016,500 256,904,210 420,948,978 46,651,360 56,371,912 66,477,437 64,458,848 35,280,000 59,703,750 67,864,046 70,794,653 233,959,557 233,642,449 13,584,759 29,092,320 Hotel & Resort REITs (0.67%) 1,650,000 LaSalle Hotel Properties 38,657,293 46,843,500 Investment Banking & Brokerage (0.78%) 1,027,064 Moelis & Co., Cl A 1,202,936 Virtu Financial, Inc., Cl A 30,082,105 24,650,068 26,970,700 27,571,293 54,732,173 54,541,993 Life & Health Insurance (1.75%) 2,700,000 Primerica, Inc.4 65,591,464 121,689,000 Office REITs (2.24%) 135,000 Alexander’s, Inc.5 3,675,000 Douglas Emmett, Inc. 28,435,047 49,788,118 50,490,000 105,546,000 78,223,165 156,036,000 Property & Casualty Insurance (4.18%) 3,950,000 Arch Capital Group Ltd.1,2 38,581,866 290,206,500 Specialized Finance (1.84%) 2,150,000 MSCI, Inc. 42,521,078 127,839,000 27,962,881 63,502,500 Common Stocks (99.59%) Common Stocks (continued) Consumer Discretionary (27.12%) Consumer Staples (6.06%) Apparel, Accessories & Luxury Goods (5.15%) 3,700,000 Under Armour, Inc., Cl A1 Brewers (0.73%) 240,000 The Boston Beer Co., Inc., Cl A1 $ $ Automotive Retail (0.49%) 700,000 Penske Automotive Group, Inc. Casinos & Gaming (2.15%) 3,870,620 Penn National Gaming, Inc.1 2,502,267 Pinnacle Entertainment, Inc.1 Department Stores (0.17%) 680,000 Hudson’s Bay Co. (Canada)2 Distributors (0.65%) 1,600,000 LKQ Corp.1 Education Services (2.77%) 2,257,170 Bright Horizons Family Solutions, Inc.1 2,350,000 Nord Anglia Education, Inc.1,2 3,007,500 271,739 2,491,544 1,450,000 Hotels, Resorts & Cruise Lines (4.23%) Choice Hotels International, Inc.4 Diamond Resorts International, Inc.1 Interval Leisure Group, Inc. Marriott Vacations Worldwide Corp. Internet Retail (0.92%) 25,000,000 AO World plc (United Kingdom)1,2,4 Leisure Facilities (3.86%) 1,404,145 ClubCorp Holdings, Inc. 2,064,800 Vail Resorts, Inc.4 1,358,700 Whistler Blackcomb Holdings, Inc. (Canada)2 Leisure Products (0.15%) 551,400 BRP, Inc. (Canada)1,2 Movies & Entertainment (1.35%) 5,465,000 Manchester United plc, Cl A2 Publishing (1.27%) 1,100,000 Morningstar, Inc. Restaurants (1.25%) 450,000 Panera Bread Co., Cl A1 Specialty Stores (2.71%) 3,800,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary 84 29,125,536 $ 358,086,000 12,084,107 33,908,000 33,038,240 39,163,343 64,949,004 84,676,715 72,201,583 149,625,719 11,600,405 11,505,732 9,134,298 45,376,000 Food Distributors (1.40%) 2,000,000 United Natural Foods, Inc.1 Food Retail (0.67%) 2,980,453 Smart & Final Stores, Inc.1 Household Products (1.75%) 1,448,667 Church & Dwight Co., Inc. Packaged Foods & Meats (1.51%) 1,350,000 TreeHouse Foods, Inc.1 Total Consumer Staples 74,787,601 44,365,050 145,000,601 47,775,500 119,152,651 192,776,101 73,061,456 143,307,375 3,804,346 46,619,575 6,355,975 45,744,748 78,402,844 98,803,000 201,888,221 294,211,098 99,659,723 63,686,752 26,479,209 59,870,980 30,132,951 216,143,264 15,542,103 21,889,884 101,892,292 268,166,099 11,130,296 10,461,932 77,397,834 93,834,050 23,159,632 88,286,000 15,602,751 87,034,500 63,931,549 188,518,000 847,960,878 1,885,475,983 Financials (17.65%) 2,100,000 2,175,000 2,302,818 1,430,195 Asset Management & Custody Banks (3.36%) The Carlyle Group Cohen & Steers, Inc. Financial Engines, Inc. Oaktree Capital Group, LLC Diversified REITs (0.42%) 712,000 American Assets Trust, Inc. Specialized REITs (2.41%) 750,000 Alexandria Real Estate Equities, Inc.5 3,496,074 Gaming and Leisure Properties, Inc. Total Financials 89,395,106 103,833,398 117,357,987 167,335,898 683,209,342 1,227,226,660 Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (continued) Common Stocks (continued) Health Care (10.76%) Industrials (continued) Biotechnology (0.68%) 600,000 ACADIA Pharmaceuticals, Inc.1 $ 620,000 Atara Biotherapeutics, Inc.1 200,000 Juno Therapeutics, Inc.1 Drug Retail (0.43%) 1,046,016 Diplomat Pharmacy, Inc.1 Health Care Equipment (2.70%) 1,810,489 ConforMIS, Inc.1 150,000 Edwards Lifesciences Corp.1 1,800,000 IDEXX Laboratories, Inc.1 Health Care Facilities (1.85%) 3,000,000 Community Health Systems, Inc.1 Health Care Supplies (1.08%) 365,038 Neogen Corp.1 1,077,686 West Pharmaceutical Services, Inc. Health Care Technology (0.70%) 2,329,559 Inovalon Holdings, Inc., CI A1 Life Sciences Tools & Services (3.32%) 880,943 Bio-Techne Corporation 525,000 Mettler-Toledo International, Inc.1 Total Health Care 15,387,424 $ 34,397,107 8,293,584 19,842,000 19,492,800 8,138,000 58,078,115 47,472,800 31,709,808 30,052,040 33,358,196 1,984,334 28,558,026 32,697,431 21,325,500 133,650,000 63,900,556 187,672,931 53,139,705 128,310,000 8,075,677 16,423,060 37,684,652 58,324,366 45,760,329 74,747,426 58,656,911 48,524,714 46,631,249 25,797,239 81,451,990 149,488,500 72,428,488 230,940,490 383,673,912 747,720,401 Industrials (11.90%) Building Products (2.77%) 1,700,000 CaesarStone Sdot-Yam Ltd.1,2 1,498,500 Masonite International Corp.1,2 1,500,000 Trex Company, Inc.1 Electrical Components & Equipment (0.69%) 1,600,000 Generac Holdings, Inc.1 Industrial Machinery (5.00%) 1,700,000 Colfax Corp.1 2,550,000 The Middleby Corp.1 300,000 Valmont Industries, Inc. Railroads (1.32%) 1,550,000 Genesee & Wyoming, Inc., Cl A1 Research & Consulting Services (0.42%) 250,000 IHS, Inc., Cl A1 30,268,064 84,509,238 55,878,426 51,680,000 90,779,130 49,995,000 170,655,728 192,454,130 Trading Companies & Distributors (1.29%) 1,950,000 Air Lease Corp. 485,000 MSC Industrial Direct Co., Inc., Cl A Trucking (0.41%) 450,000 Landstar System, Inc. Total Industrials 48,144,000 37,976,607 74,456,719 24,213,009 50,847,000 268,234,500 28,467,000 136,646,335 347,548,500 1,850,000 464,902 1,600,000 1,173,796 2,075,000 3,087,713 Application Software (10.93%) 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 (2.57%) 3,000,000 MAXIMUS, Inc. Electronic Equipment & Instruments (0.66%) 625,000 FEI Company Internet Software & Services (3.53%) 2,324,374 Benefitfocus, Inc.1,4 999,653 CoStar Group, Inc.1 IT Consulting & Other Services (4.69%) 3,400,000 Booz Allen Hamilton Holding Corp. 2,825,000 Gartner, Inc.1 91,574,000 10,136,469 29,000,000 60,294,000 17,282,737 29,599,550 63,571,201 89,893,550 10,251,096 28,561,500 422,026,743 827,175,680 44,326,673 12,217,617 80,624,740 37,834,851 31,022,554 52,369,848 163,059,000 11,627,199 255,696,000 61,718,194 51,065,750 216,263,418 258,396,283 759,429,561 57,528,621 178,680,000 23,308,886 45,650,000 86,529,482 44,116,616 72,636,688 172,999,948 130,646,098 245,636,636 39,962,977 45,240,023 89,114,000 237,102,250 85,203,000 326,216,250 555,082,888 1,555,612,447 45,709,971 46,084,638 Telecommunication Services (0.66%) Alternative Carriers (0.66%) 7,493,437 Iridium Communications, Inc.1,4 Utilities (3.06%) Electric Utilities (3.06%) 6,375,000 ITC Holdings Corp. TOTAL COMMON STOCKS 23,006,433 46,288,464 $ Information Technology (22.38%) Total Information Technology 7,759,481 $ Value 63,665,650 212,542,500 3,258,233,594 6,922,787,287 85 Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value Preferred Stocks (0.14%) Telecommunication Services (0.14%) Alternative Carriers (0.14%) 41,074 Iridium Communications, Inc., $ Series B, 6.75%4 10,268,500 $ 10,021,645 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 (99.76%) CASH AND OTHER ASSETS LESS LIABILITIES (0.24%) 0 2,018,898 $3,268,502,094 6,934,827,830 16,772,721 NET ASSETS $6,951,600,551 RETAIL SHARES (Equivalent to $68.25 per share based on 51,446,148 shares outstanding) $3,511,166,178 INSTITUTIONAL SHARES (Equivalent to $69.28 per share based on 49,657,707 shares outstanding) $3,440,434,373 % 1 2 3 4 5 86 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $2,018,898 or 0.03% 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 Small Cap Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (96.63%) Common Stocks (continued) Consumer Discretionary (16.52%) Energy (4.87%) Advertising (0.13%) 433,000 National CineMedia, Inc. $ Apparel, Accessories & Luxury Goods (0.96%) 1,250,000 Iconix Brand Group, Inc.1 1,500,000 Tumi Holdings, Inc.1 Automotive Retail (0.67%) 450,000 Monro Muffler Brake, Inc. Broadcasting (1.15%) 300,000 Liberty Media Corporation, Cl A1 1,200,000 Liberty Media Corporation, Cl C1 Cable & Satellite (0.51%) 150,000 Liberty Broadband Corp., Cl A1 300,000 Liberty Broadband Corp., Cl C1 Casinos & Gaming (1.11%) 3,000,000 Penn National Gaming, Inc.1 Education Services (5.47%) 2,350,000 Bright Horizons Family Solutions, Inc.1 1,750,000 Houghton Mifflin Harcourt Company1 3,000,000 Nord Anglia Education, Inc.1,2 Homefurnishing Retail (1.29%) 1,400,000 Mattress Firm Holding Corp.1 Movies & Entertainment (1.62%) 1,000,000 The Madison Square Garden Company, Cl A1 2,500,000 SFX Entertainment, Inc.1 Restaurants (2.75%) 1,050,000 BJ’s Restaurants, Inc.1 950,000 The Cheesecake Factory, Inc. 2,000,000 Del Frisco’s Restaurant Group, Inc.1,3 Specialty Stores (0.86%) 1,632,120 The Container Store Group, Inc.1 1,000,000 Party City Holdco, Inc.1 Total Consumer Discretionary 3,371,852 $ 5,810,860 16,900,000 26,430,000 45,803,188 43,330,000 23,776,386 30,397,500 860,747 3,543,461 10,716,000 41,352,000 4,404,208 52,068,000 Total Energy 621,054 1,184,602 7,716,000 15,351,000 Financials (9.55%) 1,805,656 23,067,000 17,926,778 50,340,000 80,177,149 150,964,000 41,783,170 54,983,018 35,542,500 60,990,000 176,943,337 247,496,500 35,360,733 58,464,000 Total Consumer Staples 750,000 500,000 800,000 400,000 5,000,000 750,000 1,000,000 500,000 $ Oil & Gas Storage & Transportation (4.32%) Columbia Pipeline Partners LP 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 17,281,060 28,522,128 195,497,000 174,384,438 220,447,000 28,065,351 48,440,910 26,422,500 63,360,500 76,506,261 89,783,000 21,043,544 10,543,919 32,575,000 14,195,000 31,587,463 46,770,000 Investment Banking & Brokerage (0.73%) 1,250,000 Moelis & Co., Cl A 34,517,400 32,825,000 Office REITs (0.60%) 250,000 SL Green Realty Corp. 5,347,806 27,040,000 5,154,322 35,200,000 16,843,880 54,427,945 82,020,000 81,675,000 71,271,825 163,695,000 Asset Management & Custody Banks (1.98%) 750,000 Artisan Partners Asset Management, Inc., Cl A 2,150,000 Financial Engines, Inc. Hotel & Resort REITs (1.03%) 1,250,000 Chesapeake Lodging Trust 500,000 LaSalle Hotel Properties 35,000,417 73,414,750 38,592,640 18,719,871 45,181,500 51,262,000 Specialized REITs (3.62%) 300,000 Equinix, Inc. 2,750,000 Gaming and Leisure Properties, Inc. 27,780,000 124,223,500 51,419,945 17,220,293 22,980,250 15,970,000 68,640,238 38,950,250 511,624,921 747,562,360 31,942,898 65,739,597 28,320,000 72,765,000 97,682,495 101,085,000 24,950,000 165,144,930 Real Estate Services (0.78%) 1,100,000 CBRE Group, Inc., Cl A1 98,592,128 9,239,508 $ 9,495,000 13,425,000 13,784,000 19,708,000 45,850,000 38,640,000 44,160,000 10,435,000 72,140,000 1,274,750 41,279,617 Value 18,334,868 10,628,771 20,465,744 10,709,223 42,287,905 17,965,719 33,705,253 11,047,447 25,000,417 10,000,000 Consumer Staples (2.23%) Food Distributors (2.23%) 2,000,000 The Chefs’ Warehouse, Inc.1,3 1,500,000 United Natural Foods, Inc.1 Oil & Gas Equipment & Services (0.55%) 250,000 Core Laboratories N.V.2 Cost Thrifts & Mortgage Finance (0.81%) 1,480,950 Essent Group, Ltd.1,2 30,375,123 36,801,607 254,760,200 432,114,607 Biotechnology (0.75%) 750,000 Cepheid1 24,504,439 33,900,000 Drug Retail (0.54%) 850,000 Diplomat Pharmacy, Inc.1 25,099,444 24,420,500 29,626,774 17,100,776 21,699,129 39,690,000 107,325,000 99,631,917 68,426,679 246,646,917 Total Financials Health Care (17.16%) Health Care Equipment (5.45%) 700,000 Cantel Medical Corp. 1,250,000 DexCom, Inc.1 1,341,844 IDEXX Laboratories, Inc.1 87 Baron Funds Baron Small Cap Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (continued) Common Stocks (continued) Health Care (continued) Information Technology (18.21%) Health Care Facilities (1.14%) 2,250,000 Brookdale Senior Living, Inc.1 $ 35,691,142 $ 51,660,000 Health Care Services (0.39%) 600,000 ExamWorks Group, Inc.1 22,136,386 17,544,000 Health Care Supplies (0.52%) 2,000,000 The Spectranetics Corporation1 59,422,888 23,580,000 Health Care Technology (1.31%) 2,000,000 Press Ganey Holdings, Inc.1 54,404,371 59,180,000 1,050,000 1,350,000 225,000 965,200 Life Sciences Tools & Services (5.09%) ICON plc1,2 INC Research Holdings, Inc., Cl A1 Mettler-Toledo International, Inc.1 PRA Health Sciences, Inc.1 Managed Health Care (0.90%) 1,384,271 HealthEquity, Inc.1 Pharmaceuticals (1.07%) 2,000,000 Catalent, Inc.1 Total Health Care 31,621,418 33,621,467 12,603,211 17,856,523 74,518,500 54,000,000 64,066,500 37,478,716 95,702,619 230,063,716 25,010,140 40,905,208 49,879,444 48,600,000 460,277,552 776,500,341 66,689,631 9,777,971 646,870 42,795,000 6,150,000 180,548,500 77,114,472 229,493,500 8,346,124 22,750,459 7,161,000 22,190,000 31,096,583 29,351,000 Industrials (17.83%) Aerospace & Defense (5.07%) 2,250,000 DigitalGlobe, Inc.1 1,000,000 The KEYW Holding Corporation1 850,000 TransDigm Group, Inc.1 Building Products (0.65%) 150,000 Armstrong World Industries, Inc.1 1,750,000 Builders FirstSource, Inc.1 Diversified Support Services (0.56%) 750,000 Healthcare Services Group, Inc. 22,923,876 25,275,000 Electrical Components & Equipment (3.20%) 825,000 Acuity Brands, Inc. 44,094,137 144,853,500 Environmental & Facilities Services (3.44%) 1,050,000 Clean Harbors, Inc.1 2,250,000 Waste Connections, Inc. Human Resource & Employment Services (1.83%) 2,250,000 On Assignment, Inc.1 Industrial Machinery (1.73%) 684,082 Nordson Corp. 473,157 RBC Bearings, Inc.1 400,000 Rexnord Corp.1 Office Services & Supplies (0.37%) 750,000 Interface, Inc. Railroads (0.98%) 750,000 Genesee & Wyoming, Inc., Cl A1 Total Industrials 88 26,906,827 39,693,030 46,168,500 109,305,000 66,599,857 155,473,500 3,500,000 13,900 1,500,000 700,000 Application Software (6.16%) ACI Worldwide, Inc.1 $ Aspen Technology, Inc.1 Guidewire Software, Inc.1 The Ultimate Software Group, Inc.1 83,025,000 20,666,135 31,685,416 6,473,566 43,056,121 28,261,668 6,792,000 58,825,117 78,109,789 278,623,949 18,319,250 35,700,494 103,215,000 60,788,000 54,019,744 164,003,000 34,758,913 33,259,652 60,147,500 62,084,000 68,018,565 122,231,500 Internet Software & Services (0.51%) 500,000 comScore, Inc.1 17,696,566 23,075,000 IT Consulting & Other Services (4.26%) 1,250,000 Acxiom Corp.1 2,000,000 Gartner, Inc.1 28,143,704 36,351,619 24,700,000 167,860,000 64,495,323 192,560,000 Data Processing & Outsourced Services (3.62%) 750,000 FleetCor Technologies, Inc.1 700,000 WEX Inc.1 Electronic Equipment & Instruments (2.70%) 1,750,000 Cognex Corp. 850,000 FEI Company Technology Hardware, Storage & Peripherals (0.96%) 1,000,000 Electronics For Imaging, Inc.1 42,154,207 43,280,000 348,185,273 823,773,449 Commodity Chemicals (0.19%) 500,000 Westlake Chemical Partners LP 12,954,988 8,750,000 Construction Materials (0.89%) 2,150,000 Summit Materials, Inc., Cl A1 45,578,267 40,355,500 Diversified Metals & Mining (1.04%) 3,887,123 Globe Specialty Metals, Inc.3 44,144,115 47,150,802 Metal & Glass Containers (1.83%) 2,750,000 Berry Plastics Group, Inc.1 43,852,147 82,692,500 Specialty Chemicals (1.43%) 2,350,000 Flotek Industries, Inc.1 2,000,000 Platform Specialty Products Corp.1 39,245,000 25,300,000 Total Information Technology Materials (5.38%) 16,830,000 18,796,817 44,310,000 388,918,542 806,721,289 44,721,386 32,710,834 77,432,220 64,545,000 223,961,737 243,493,802 30,976,387 5,900,153 40,396,582 151,873,000 36,876,540 192,269,582 Telecommunication Services (4.25%) Wireless Telecommunication Services (4.25%) 148,323,290 Sarana Menara Nusantara Tbk PT (Indonesia)1,2 1,450,000 SBA Communications Corp., Cl A1 Total Telecommunication Services 10,054,868 73,920,000 526,949 78,870,000 125,307,000 101,800,868 Total Materials 59,412,815 42,795,006 $ 514,192 40,880,643 17,611,027 Value Baron Funds Baron Small Cap Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value 9,427,959 $ 22,504,500 Common Stocks (continued) Utilities (0.63%) Electric Utilities (0.50%) 675,000 ITC Holdings Corp. $ Renewable Electricity (0.13%) 350,000 Abengoa Yield plc2 Total Utilities TOTAL COMMON STOCKS 10,150,000 5,792,500 19,577,959 28,297,000 2,516,249,657 4,372,264,430 Principal Amount Short Term Investments (3.07%) Repurchase Agreement (3.07%) $138,898,291 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $138,898,291; (Fully collateralized by $125,585,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $134,689,913) and $6,990,000 U.S. Treasury Note, 2.125% due 5/15/2025; Market value - $6,990,000) TOTAL INVESTMENTS (99.70%) CASH AND OTHER ASSETS LESS LIABILITIES (0.30%) 138,898,291 138,898,291 $2,655,147,948 4,511,162,721 13,425,267 NET ASSETS $4,524,587,988 RETAIL SHARES (Equivalent to $30.34 per share based on 85,744,505 shares outstanding) $2,601,372,306 INSTITUTIONAL SHARES (Equivalent to $30.88 per share based on 62,273,419 shares outstanding) $1,923,215,682 % 1 2 3 Represents percentage of net assets. Non-income producing securities. Foreign corporation. An “Affiliated” investment may include any company in which the fund owns 5% or more of its outstanding shares. 89 Baron Funds Baron Opportunity Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (94.69%) Common Stocks (continued) Consumer Discretionary (20.29%) Industrials (5.08%) Apparel, Accessories & Luxury Goods (1.29%) 43,000 Under Armour, Inc., Cl A1 Building Products (0.82%) 87,069 CaesarStone Sdot-Yam Ltd.1,2 $ 1,224,227 Automobile Manufacturers (3.45%) 45,000 Tesla Motors, Inc.1 9,450,240 Automotive Retail (2.47%) 134,870 CarMax, Inc.1 Homefurnishing Retail (1.63%) 56,500 Restoration Hardware Holdings, Inc.1 22,400 145 80,500 6,876 Internet Retail (8.73%) Amazon.com, Inc.1 AO World plc (United Kingdom)1,2 Netflix, Inc.1 The Priceline Group, Inc.1 Movies & Entertainment (2.72%) 513,740 Manchester United plc, Cl A2 Total Consumer Discretionary 3,326,226 $ 4,161,540 11,178,000 8,000,488 Industrial Machinery (1.27%) 39,200 The Middleby Corp.1 Research & Consulting Services (2.99%) 130,800 Verisk Analytics, Inc.1 8,207,531 626 3,460,977 2,427,404 11,466,336 370 8,312,430 8,504,649 14,096,538 28,283,785 8,574,757 8,820,916 40,017,636 65,716,744 4,939,575 Oil & Gas Storage & Transportation (1.02%) 118,200 Golar LNG Ltd.2 3,866,498 3,295,416 8,560,916 8,234,991 Financials (7.35%) Specialized REITs (3.76%) 44,534 Equinix, Inc. Total Financials 8,638,701 8,096,760 3,827,142 3,529,440 1,821,217 12,175,595 14,287,060 23,801,795 Health Care (8.78%) Biotechnology (1.16%) 82,900 Cepheid1 Health Care Technology (2.75%) 41,500 athenahealth, Inc.1 162,000 Inovalon Holdings, Inc., CI A1 Life Sciences Tools & Services (3.82%) 70,415 Illumina, Inc.1 Managed Health Care (1.05%) 114,954 HealthEquity, Inc.1 Total Health Care 9,667,428 16,437,774 4,230,062 3,382,740 10,288,085 3,946,163 5,697,644 10,863,255 3,241,305 18,455,580 4,206,900 6,491,705 27,544,694 43,258,745 Data Processing & Outsourced Services (2.63%) 94,500 MasterCard, Inc., Cl A 8,180,728 8,516,340 Internet Software & Services (17.93%) Benefitfocus, Inc.1 CoStar Group, Inc.1 Facebook, Inc., Cl A1 Google, Inc., Cl A1 Google, Inc., Cl C1 JUST EAT plc (United Kingdom)1,2 LinkedIn Corp., Cl A1 Zillow Group, Inc., Cl A1 Zillow Group, Inc., Cl C1 10,267,458 5,186,361 9,132,831 7,141,371 7,462,772 3,564,383 3,957,496 454,163 969,708 7,756,687 12,770,617 11,731,950 7,532,766 7,301,040 4,634,697 4,220,886 746,980 1,404,000 48,136,543 58,099,623 6,011,813 2,411,317 7,429,760 13,482,851 8,423,130 20,912,611 Semiconductors (1.52%) 130,200 Mellanox Technologies Ltd.1,2 5,349,079 4,920,258 Systems Software (5.60%) FireEye, Inc.1 Qualys, Inc.1 Red Hat, Inc.1 ServiceNow, Inc.1 2,754,665 2,065,889 6,664,475 4,302,695 2,641,060 1,849,900 9,516,912 4,132,275 123,250 85,500 351,000 92,500 93,500 2,737,070 3,747,080 5,653,477 4,288,428 5,534,025 3,374,460 9,941,905 8,908,485 5,255,417 12,380,365 2,035,994 3,396,891 19,970,386 28,432,821 248,214 73,793 130,500 11,800 12,000 744,925 22,200 26,000 52,000 Application Software (13.35%) ANSYS, Inc.1 Aspen Technology, Inc.1 Guidewire Software, Inc.1 Mobileye N.V.1,2 salesforce.com, Inc.1 IT Consulting & Other Services (6.46%) 376,000 Acxiom Corp.1 160,644 Gartner, Inc.1 83,000 65,000 132,400 59,500 Total Information Technology 15,787,724 18,140,147 113,421,898 153,847,724 476,760 8,305,882 Telecommunication Services (2.56%) Wireless Telecommunication Services (2.56%) 79,300 SBA Communications Corp., Cl A1 Utilities (0.60%) Renewable Electricity (0.60%) 315,789 TerraForm Global, Inc.1,3 TOTAL COMMON STOCKS 90 4,123,448 Information Technology (47.49%) 4,694,418 Specialized Finance (1.09%) 38,000 MarketAxess Holdings, Inc. 2,646,898 5,272,015 Oil & Gas Exploration & Production (1.52%) 50,250 Concho Resources, Inc.1 Investment Banking & Brokerage (2.50%) 283,500 The Charles Schwab Corp. 1,894,945 $ 6,453,679 Energy (2.54%) Total Energy 2,013,981 10,362,605 Total Industrials 3,345,648 $ Value 4,500,000 1,945,260 211,597,261 306,722,991 Baron Funds Baron Opportunity Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Principal Amount Cost Value $ 16,521,893 $228,119,154 $ 16,521,893 323,244,884 Short Term Investments (5.10%) $16,521,893 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $16,521,893; (Fully collateralized by $15,715,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $16,854,338) TOTAL INVESTMENTS (99.79%) CASH AND OTHER ASSETS LESS LIABILITIES (0.21%) 691,755 NET ASSETS $323,936,639 RETAIL SHARES (Equivalent to $17.12 per share based on 13,558,467 shares outstanding) $232,186,797 INSTITUTIONAL SHARES (Equivalent to $17.45 per share based on 5,257,907 shares outstanding) $ 91,749,842 % 1 2 3 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $1,945,260 or 0.60% of net assets. This security is not deemed liquid. 91 Baron Funds Baron Partners Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (124.35%) Common Stocks (continued) Consumer Discretionary (40.59%) Industrials (continued) Apparel, Accessories & Luxury Goods (0.51%) 100,000 Under Armour, Inc., Cl A1 $ 7,776,014 $ Trading Companies & Distributors (7.74%) 2,575,000 Air Lease Corp. 1,850,000 Fastenal Co. 9,678,000 Automobile Manufacturers (10.76%) 825,000 Tesla Motors, Inc.1 177,823,618 204,930,000 Total Industrials Automotive Retail (6.23%) 2,000,000 CarMax, Inc.1 69,489,756 118,640,000 Information Technology (27.78%) Hotels, Resorts & Cruise Lines (7.35%) 2,600,000 Hyatt Hotels Corp., Cl A1 304,208 Norwegian Cruise Line Holdings Ltd.1,2 Leisure Facilities (5.09%) 925,800 Vail Resorts, Inc. Movies & Entertainment (4.84%) 5,374,321 Manchester United plc, Cl A2 Restaurants (0.41%) 40,000 Panera Bread Co., Cl A1 Specialty Stores (5.40%) 2,075,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary 72,054,423 122,460,000 13,954,660 17,431,118 86,009,083 139,891,118 27,801,851 96,912,744 91,547,645 92,277,092 6,855,645 Application Software (11.28%) 775,000 FactSet Research Systems, Inc. 2,000,000 Mobileye N.V.1,2 Internet Software & Services (13.64%) 1,100,000 CoStar Group, Inc.1 1,006,350 Zillow Group, Inc., Cl A1 1,500,000 Zillow Group, Inc., Cl C1 IT Consulting & Other Services (2.86%) 649,000 Gartner, Inc.1 7,736,400 Asset Management & Custody Banks (2.95%) 3,345,500 The Carlyle Group Investment Banking & Brokerage (5.74%) 3,825,000 The Charles Schwab Corp. Office REITs (0.43%) 284,921 Douglas Emmett, Inc. 180,001,500 Specialized REITs (3.43%) 2,200,000 Gaming and Leisure Properties, Inc. 71,909,656 65,340,000 252,472,045 418,970,831 Health Care (11.63%) 190,366,000 28,912,435 40,500,000 181,836,735 259,778,435 8,213,331 1,564,335,633 2,368,187,977 Private Equity Investments (0.34%) Asset Management & Custody Banks (0.34%) 7,579,130 Windy City Investments Holdings, L.L.C.1,3,4 TOTAL INVESTMENTS (124.69%) $1,103,502,694 $ 800,965,180 76,677,251 55,720,250 63,840,699 87,910,000 INSTITUTIONAL SHARES (Equivalent to $35.15 per share based on 22,784,839 shares outstanding) 186,330,736 221,592,750 % 1 2 3 21,507,177 29,104,706 4 40,826,578 110,865,000 6,442,261 2,374,630,238 (470,162,364) $1,904,467,874 RETAIL SHARES (Equivalent to $34.66 per share based on 31,834,171 shares outstanding) Industrials (15.09%) 1,832,926 $1,566,168,559 LIABILITIES LESS CASH AND OTHER ASSETS (-24.69%) NET ASSETS Health Care Technology (2.92%) 2,675,000 Inovalon Holdings, Inc., CI A1 92 112,737,432 27,290,319 41,808,984 138,239,331 77,962,500 Research & Consulting Services (5.82%) 1,500,000 Verisk Analytics, Inc.1 214,812,750 59,088,705 45,812,786 Industrial Machinery (1.53%) 276,687 The Middleby Corp.1 140,252,452 20,000,000 Health Care Equipment (4.09%) 1,050,000 IDEXX Laboratories, Inc.1 Total Health Care 123,852,750 90,960,000 Financials (0.34%) 33,071,317 Life Sciences Tools & Services (4.62%) 500,000 Illumina, Inc.1 50,806,618 89,445,834 130,026,000 TOTAL COMMON STOCKS Property & Casualty Insurance (9.45%) 2,450,000 Arch Capital Group Ltd.1,2 Total Financials 287,317,206 39,088,705 Total Utilities 8,182,931 178,158,868 Renewable Electricity (0.43%) 1,333,333 TerraForm Global, Inc.1,3 Utilities (7.26%) 8,247,623 147,347,500 Electric Utilities (6.83%) 3,900,000 ITC Holdings Corp. 102,940,750 109,242,000 115,825,113 54,470,570 773,006,104 49,868,095 79,619,000 67,728,500 529,061,755 57,628,342 56,204,400 82,483,062 $ 33,342,051 41,264,138 524,931,954 89,375,354 Value 363,353,325 Total Information Technology Financials (22.00%) $ Cost Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $14,655,592 or 0.77% of net assets. These securities are 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. Baron Funds Baron Fifth Avenue Growth Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Value 1,392,841 $ 2,477,907 1,630,676 1,832,989 3,023,517 4,310,896 Application Software (2.51%) 80,733 Mobileye N.V.1,2 3,692,742 3,671,737 Data Processing & Outsourced Services (7.98%) 65,205 MasterCard, Inc., Cl A 83,299 Visa, Inc., Cl A 3,418,561 2,537,808 5,876,275 5,802,608 5,956,369 11,678,883 6,364,752 3,559,633 1,256,798 5,368,763 1,793,022 3,872,406 4,297,262 9,453,434 3,203,979 7,239,590 2,121,470 2,930,614 22,215,374 29,246,349 1,960,743 4,431,113 2,567,872 1,318,701 6,391,856 3,886,573 4,672,225 2,166,568 2,990,691 4,328,633 3,068,701 2,556,578 9,829,484 9,953,912 Common Stocks (96.64%) Common Stocks (continued) Consumer Discretionary (23.17%) Industrials (2.95%) Cable & Satellite (2.10%) 24,450 Naspers Ltd., Cl N (South Africa)2 $ Internet Retail (15.12%) 29,201 Amazon.com, Inc.1 28,540 Ctrip.com International Ltd., ADR1,2 4,337 The Priceline Group, Inc.1 Restaurants (5.95%) 103,564 Starbucks Corp. 35,123 YUM! Brands, Inc. Total Consumer Discretionary 3,602,327 $ 3,064,247 7,658,239 1,434,707 2,941,040 14,947,700 1,803,157 5,364,262 12,033,986 22,115,119 3,152,385 2,187,167 5,886,578 2,808,084 5,339,552 8,694,662 20,975,865 33,874,028 Consumer Staples (1.15%) Hypermarkets & Super Centers (1.15%) 11,648 Costco Wholesale Corp. 835,362 Oil & Gas Storage & Transportation (2.36%) 59,206 Shell Midstream Partners, L.P. 86,110 Tallgrass Energy GP LP Total Energy 782,441 778,045 1,640,792 2,597,763 1,742,432 1,711,006 4,238,555 3,453,438 5,020,996 4,231,483 Financials (9.97%) Diversified Real Estate Activities (3.03%) 141,066 Brookfield Asset Management, Inc., Cl A2 3,559,949 4,435,115 Investment Banking & Brokerage (1.58%) 80,999 The Charles Schwab Corp. 2,321,024 2,313,331 Specialized Finance (2.16%) 33,985 CME Group, Inc. 1,936,961 3,151,769 Specialized REITs (3.20%) 17,110 Equinix, Inc. Total Financials Life Sciences Tools & Services (4.05%) 33,727 Illumina, Inc.1 Total Health Care Total Industrials 2,439,649 4,677,874 10,257,583 14,578,089 72,872 105,155 5,019 11,899 11,158 108,783 Internet Software & Services (20.00%) 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 Semiconductor Equipment (2.66%) 29,187 ASML Holding N.V.2 183,663 SunEdison, Inc.1 Systems Software (6.81%) 136,035 FireEye, Inc.1 42,692 Red Hat, Inc.1 32,448 VMware, Inc., Cl A1 Technology Hardware, Storage & Peripherals (4.19%) 55,573 Apple, Inc. Fertilizers & Agricultural Chemicals (1.43%) 24,552 Monsanto Co. 3,276,370 2,822,095 2,612,226 Utilities (0.92%) 8,116,507 8,710,691 TOTAL COMMON STOCKS 5,929,881 9,352,765 14,640,572 2,186,665 6,129,702 50,272,490 64,567,156 1,879,080 2,095,268 3,100,000 1,340,065 Materials (1.43%) 3,427,695 3,002,108 1,686,704 1,236,258 $ Information Technology (44.15%) Total Information Technology Health Care (10.01%) Biotechnology (5.96%) 20,950 Alexion Pharmaceuticals, Inc.1 9,671 Biogen, Inc.1 5,616 Regeneron Pharmaceuticals, Inc.1 Trading Companies & Distributors (1.25%) 50,068 Fastenal Co. 1,683,951 Energy (2.89%) Oil & Gas Exploration & Production (0.53%) 7,915 Concho Resources, Inc.1 Research & Consulting Services (1.70%) 33,526 Verisk Analytics, Inc.1 Renewable Electricity (0.92%) 217,543 TerraForm Global, Inc.1,3 104,717,658 141,321,508 93 Baron Funds Baron Fifth Avenue Growth Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (3.30%) $4,831,534 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $4,831,534; (Fully collateralized by $4,600,000 U.S. Treasury Note, 2.75% due 11/15/2023 Market value - $4,933,500) $ TOTAL INVESTMENTS (99.94%) $109,549,192 146,153,042 CASH AND OTHER ASSETS LESS LIABILITIES (0.06%) 4,831,534 $ 4,831,534 81,365 NET ASSETS $146,234,407 RETAIL SHARES (Equivalent to $16.91 per share based on 4,226,212 shares outstanding) $ 71,467,948 INSTITUTIONAL SHARES (Equivalent to $17.10 per share based on 4,371,544 shares outstanding) $ 74,766,459 % 1 2 3 ADR 94 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $1,340,065 or 0.92% of net assets. This security is not deemed liquid. American Depositary Receipt. Baron Funds Baron Focused Growth Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (95.99%) Common Stocks (continued) Consumer Discretionary (43.61%) Information Technology (24.11%) Application Software (12.63%) 75,000 FactSet Research Systems, Inc. 101,870 Guidewire Software, Inc.1 103,036 Mobileye N.V.1,2 Automobile Manufacturers (11.68%) $ 19,145,973 $ 20,368,800 82,000 Tesla Motors, Inc.1 Automotive Retail (4.08%) 120,000 CarMax, Inc.1 3,141,825 7,118,400 Hotels, Resorts & Cruise Lines (11.12%) 150,000 Choice Hotels International, Inc. 260,000 Hyatt Hotels Corp., Cl A1 5,080,139 8,951,569 7,147,500 12,246,000 14,031,708 19,393,500 Leisure Facilities (8.18%) 136,230 Vail Resorts, Inc. 8,272,836 14,260,557 Movies & Entertainment (5.42%) 550,000 Manchester United plc, Cl A2 8,719,506 9,443,500 Specialty Stores (3.13%) 110,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary 2,103,256 5,457,100 55,415,104 76,041,857 Investment Banking & Brokerage (0.78%) 59,500 Virtu Financial, Inc., Cl A Property & Casualty Insurance (4.21%) 100,000 Arch Capital Group Ltd.1,2 Total Financials Railroads (2.04%) 60,000 Genesee & Wyoming, Inc., Cl A1 Research & Consulting Services (3.39%) 80,000 Verisk Analytics, Inc.1 Trading Companies & Distributors (2.10%) 100,000 Fastenal Co. Total Industrials 22,028,152 5,980,202 13,824,622 7,031,250 12,979,500 19,804,824 20,010,750 35,696,107 42,038,902 1,865,304 2,679,900 4,273,076 6,668,000 126,514,282 167,362,999 5,814,082 5,440,977 Total Information Technology Industrial Gases (1.54%) 30,000 Airgas, Inc. Utilities (3.82%) Electric Utilities (3.82%) 200,000 ITC Holdings Corp. 4,195,000 Preferred Stocks (3.12%) Telecommunication Services (3.12%) 6,556,081 6,804,436 4,368,000 5,894,000 13,360,517 10,262,000 Alternative Carriers (3.12%) 22,300 Iridium Communications, Inc., Series B, 6.75% Principal Amount 1,130,500 1,363,740 Short Term Investments (0.88%) $1,537,679 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $1,537,679; (Fully collateralized by $1,465,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $1,571,213) $ $133,866,043 1,800,056 7,347,000 16,291,073 18,972,740 5,406,710 3,648,000 TOTAL INVESTMENTS (99.99%) 1,860,705 3,544,800 CASH AND OTHER ASSETS LESS LIABILITIES (0.01%) Industrials (9.62%) Building Products (2.09%) 120,000 CaesarStone Sdot-Yam Ltd.1,2 5,828,282 $ 11,985,750 4,816,692 5,356,325 5,246,309 4,686,077 15,891,283 Internet Software & Services (11.48%) 225,000 Benefitfocus, Inc.1 75,000 CoStar Group, Inc.1 TOTAL COMMON STOCKS 1,274,171 Financials (10.88%) Asset Management & Custody Banks (5.89%) 260,000 The Carlyle Group 200,000 Financial Engines, Inc. $ Value Materials (1.54%) Consumer Staples (2.41%) Household Products (2.41%) 50,000 Church & Dwight Co., Inc. Cost 1,537,679 $ 1,537,679 174,341,655 13,472 NET ASSETS $174,355,127 5,912,800 RETAIL SHARES (Equivalent to $12.56 per share based on 3,383,719 shares outstanding) $ 42,491,104 2,169,715 3,661,000 INSTITUTIONAL SHARES (Equivalent to $12.70 per share based on 10,382,903 shares outstanding) $131,864,023 11,699,447 16,766,600 2,262,317 % 1 2 Represents percentage of net assets. Non-income producing securities. Foreign corporation. 95 Baron Funds Baron International Growth Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Common Stocks (97.72%) Total Australia Cost Israel (6.11%) $ 1,019,935 $ 2,138,029 1,105,118 899,877 2,125,053 3,037,906 36,000 Check Point Software Technologies Ltd.1 $ 2,051,140 $ 2,855,880 50,000 Mellanox Technologies Ltd.1 2,032,747 1,889,500 24,000 Mobileye N.V.1 1,134,213 1,091,520 Total Israel Brazil (1.15%) 40,000 Smiles SA 105,000 TOTVS SA Total Brazil 486,258 1,127,524 303,191 798,259 1,613,782 1,101,450 Total Canada 1,644,510 1,246,942 1,633,185 3,772,312 400,487 1,229,120 4,524,637 5,401,919 1,138,171 1,178,909 742,452 825,580 915,648 693,307 532,747 664,414 683,365 1,216,341 368,378 1,136,836 478,300 495,000 1,221,700 1,266,200 6,524,777 7,032,571 803,358 959,313 2,306,319 2,585,897 1,762,671 4,892,216 1,738,953 1,769,032 1,834,428 1,641,254 2,236,247 771,671 686,853 2,457,517 1,844,226 1,928,102 7,202,756 9,705,527 China (7.36%) 14,000 1,900,000 475,771 3,001,700 10,000 75,000 38,000 75,000 Alibaba Group Holding Ltd., ADR1 China Telecom Corp. Ltd., Cl H Haitong Securities Co., Ltd., Cl H Kingdee International Software Group Co. Ltd. Qihoo 360 Technology Co. Ltd., ADR1 SouFun Holdings Ltd., ADR TAL Education Group, ADR1 Tencent Holdings Ltd. Total China Total France Germany (10.16%) 34,000 Brenntag AG 21,000 Fresenius Medical Care Ag & Co. 50,066 ProSiebenSat.1 Media SE (formerly, ProSiebenSat.1 Media AG) 117,100 RIB Software AG 32,000 Symrise AG Total Germany Hong Kong (0.53%) 200,700 Luk Fook Holdings International Ltd. 618,391 504,105 684,826 249,773 640,340 238,716 669,317 521,653 797,002 969,957 204,523 1,021,917 217,698 685,928 433,661 931,001 3,801,627 4,464,685 1,064,961 260,297 899,297 938,141 340,444 805,566 2,224,555 2,084,151 986,106 2,114,100 India (4.68%) 127,900 110,700 628,598 388,835 30,600 70,000 155,000 Axis Bank Ltd. DEN Networks Ltd.1 Dish TV India Ltd.1 Hathway Cable and Datacom Ltd.1 Larsen & Toubro Ltd. SKS Microfinance Ltd.1 Zee Entertainment Enterprises Ltd. Total India Indonesia (2.18%) 849,373 Matahari Department Store Tbk PT 1,250,000 Sarana Menara Nusantara Tbk PT1 1,801,400 Tower Bersama Infrastructure Tbk PT1 Total Indonesia 42,000 Azimut Holding SpA 200,000 Intesa Sanpaolo SpA 96 991,421 710,162 901,295 706,540 1,701,583 1,607,835 984,974 1,880,060 715,566 1,142,215 799,528 846,776 1,807,893 1,366,050 1,384,246 1,455,863 1,184,558 1,370,569 1,603,608 708,409 1,725,630 1,251,117 739,574 1,932,028 1,017,275 1,650,736 12,214,664 13,352,011 811,827 697,000 1,052,624 1,397,699 2,682,219 555,989 3,097,201 1,064,000 Japan (13.98%) 40,000 225,000 7,700 50,000 70,000 70,000 135,000 45,800 22,000 Bridgestone Corp. Daiwa Securities Group, Inc. FANUC Corp. Mitsui Fudosan Co. Ltd. MonotaRO Co. Ltd. Panasonic Corp. Rakuten, Inc. Sanrio Co. Ltd. SoftBank Group Corp. (formerly, SoftBank Corp.) 450,400 Sumitomo Mitsui Trust Holdings, Inc. Total Japan Norway (0.73%) 25,000 Golar LNG Ltd. 227,622 Steinhoff International Holdings Ltd. Spain (5.66%) 28,000 Aena SA, 144A1 35,000 Grifols SA, ADR 37,105 Industria de Diseño Textil SA (formerly, Inditex SA) Total Spain 1,067,201 1,244,185 4,305,409 5,405,386 1,399,262 1,819,522 1,384,255 1,399,942 1,362,452 1,227,704 1,633,319 1,395,612 623,019 1,062,155 851,872 926,837 1,484,033 912,600 1,591,434 1,785,152 1,083,220 1,036,432 1,816,489 1,894,983 1,508,968 1,040,250 1,256,386 1,129,218 1,307,546 1,569,007 1,417,500 1,465,815 15,855,234 18,310,966 417,740 1,149,524 953,358 1,900,000 789,590 2,204,100 759,750 808,364 Switzerland (1.91%) 40,067 Julius Baer Group Ltd. United Kingdom (19.17%) 203,000 425,214 50,000 135,000 70,200 95,000 64,800 115,300 30,600 210,159 150,000 90,000 275,600 Abcam plc AO World plc1 Burberry Group plc Domino’s Pizza Group plc easyJet plc EMIS Group plc Experian plc Inchcape plc Intertek Group plc JUST EAT plc1 Lancashire Holdings Ltd. Nomad Food Limited1 William Hill plc Total United Kingdom United States (4.78%) 23,000 30,000 15,000 131,228 Agilent Technologies, Inc. Arch Capital Group Ltd.1 lululemon athletica, Inc.1 TerraForm Global, Inc.1,2 Total United States Ireland (2.22%) 27,000 Ryanair Holdings plc, ADR 5,836,900 South Africa (1.46%) France (5.12%) 7,500 Eurofins Scientific SE 21,400 Ingenico Group SA 5,218,100 Italy (1.68%) Total Italy Canada (5.66%) 9,000 Constellation Software, Inc. 35,000 Crescent Point Energy Corp. 46,000 Suncor Energy, Inc. Value Common Stocks (continued) Australia (3.18%) 75,169 Domino’s Pizza Enterprises Ltd. 100,000 Newcrest Mining Ltd.1 Shares TOTAL COMMON STOCKS 4,420,622 4,561,804 78,363,680 93,327,753 Baron Funds Baron International Growth Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (2.19%) $2,093,608 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $2,093,608; (Fully collateralized by $1,995,000 U.S. Treasury Note, 2.75% due 11/15/2023 Market value - $2,139,638) $ 2,093,608 TOTAL INVESTMENTS (99.91%) CASH AND OTHER ASSETS LESS LIABILITIES (0.09%) $80,457,288 $ 2,093,608 95,421,361 84,383 NET ASSETS $95,505,744 RETAIL SHARES (Equivalent to $17.34 per share based on 2,581,158 shares outstanding) $44,766,890 INSTITUTIONAL SHARES (Equivalent to $17.49 per share based on 2,900,536 shares outstanding) % 1 2 ADR 144A Summary of Investments by Sector as of September 30, 2015 Consumer Discretionary Information Technology Industrials Financials Health Care Telecommunication Services Materials Energy Consumer Staples Utilities Cash and Cash Equivalents* Percentage of Net Assets 26.3% 21.3% 15.3% 14.4% 9.5% 3.2% 3.0% 2.4% 1.5% 0.8% 2.3% 100.0% * Includes short term investments. $50,738,854 Represents percentage of net assets. Non-income producing securities. At September 30, 2015, the market value of restricted and fair valued securities amounted to $808,364 or 0.85% of net assets. This security is not deemed liquid. 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 September 30, 2015, the market value of Rule 144A securities amounted to $3,097,201 or 3.24% of net assets. 97 Baron Funds Baron Real Estate Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (97.02%) Common Stocks (continued) Consumer Discretionary (36.44%) Financials (continued) Casinos & Gaming (3.67%) 3,478,950 MGM Resorts International1 $ Home Furnishings (2.65%) 254,907 Mohawk Industries, Inc.1 Home Improvement Retail (4.85%) 471,007 Home Depot, Inc. 442,700 Lowe’s Companies, Inc. Homebuilding (2.58%) 1,320,800 Toll Brothers, Inc.1 2,000,000 3,251,500 1,108,806 1,246,855 492,600 454,300 639,600 Hotels, Resorts & Cruise Lines (20.86%) Diamond Resorts International, Inc.1 Hilton Worldwide Holdings, Inc. Hyatt Hotels Corp., Cl A1 Norwegian Cruise Line Holdings Ltd.1,2 Royal Caribbean Cruises Ltd2 Starwood Hotels & Resorts Worldwide, Inc. Wyndham Worldwide Corp. Leisure Facilities (1.83%) 1,491,419 ClubCorp Holdings, Inc. Total Consumer Discretionary 71,924,428 $ 64,186,627 33,704,065 46,339,544 38,028,564 18,595,706 54,396,598 30,510,884 56,624,270 84,907,482 Retail REITs (3.37%) 996,800 General Growth Properties, Inc. 180,500 Simon Property Group, Inc. Specialized REITs (8.11%) 373,950 Alexandria Real Estate Equities, Inc.3 419,735 American Tower Corp. 268,569 Equinix, Inc. Total Financials 45,772,826 45,224,192 39,359,444 85,124,552 51,182,923 46,780,000 74,589,410 52,224,763 46,214,058 42,977,855 71,444,791 43,885,734 28,912,180 39,774,598 30,201,864 45,987,240 333,545,610 365,113,802 31,609,672 32,005,852 573,180,871 637,777,499 32,625,432 34,833,948 Hotel & Resort REITs (2.95%) 3,740,950 Strategic Hotels & Resorts, Inc.1 39,137,143 51,587,701 Office REITs (4.62%) 203,450 Boston Properties, Inc. 1,136,610 Douglas Emmett, Inc. 222,700 SL Green Realty Corp. 26,547,122 28,863,216 22,647,364 24,088,480 32,643,439 24,087,232 78,057,702 80,819,151 40,200,062 34,685,902 Real Estate Operating Companies (4.10%) 1,722,630 Forest City Enterprises, Inc., Cl A1 2,149,514 Kennedy Wilson Europe Real Estate plc (United Kingdom)2,3 Real Estate Services (9.30%) 2,005,550 CBRE Group, Inc., Cl A1 414,730 Jones Lang LaSalle, Inc. 1,758,082 Kennedy-Wilson Holdings, Inc. Residential REITs (1.65%) 165,700 AvalonBay Communities, Inc. 98 27,730,971 $ 28,798,045 25,886,896 33,161,460 56,529,016 59,048,356 29,518,127 37,082,222 54,571,777 31,662,347 36,928,285 73,426,765 121,172,126 142,017,397 598,671,399 666,420,755 Health Care Facilities (3.39%) 664,450 Brookdale Senior Living, Inc.1 2,197,263 Capital Senior Living Corp.1,4 13,676,539 47,778,405 15,255,772 44,055,123 Total Health Care 61,454,944 59,310,895 30,108,455 30,828,212 23,138,773 26,410,073 39,632,388 49,905,810 20,084,218 43,539,696 35,771,680 48,377,310 Industrials (10.20%) Airport Services (1.76%) 278,700 Aena SA, 144A (Spain)1,2 420,700 3,433,730 1,176,700 798,569 Building Products (8.44%) Armstrong World Industries, Inc.1 Builders FirstSource, Inc.1 CaesarStone Sdot-Yam Ltd.1,2 Masonite International Corp.1,2 139,087,044 147,772,904 169,195,499 178,601,116 11,436,747 9,822,286 11,560,952 9,321,966 21,259,033 20,882,918 32,877,775 24,351,166 15,144,113 26,183,261 15,581,876 32,312,290 17,742,224 15,225,845 59,069,598 63,120,011 Information Technology (1.19%) Diversified Real Estate Activities (1.99%) 1,107,950 Brookfield Asset Management, Inc., Cl A2 Real Estate Development (1.98%) 302,300 The Howard Hughes Corp.1 Value Health Care (3.39%) Total Industrials Financials (38.07%) $ Cost 35,329,203 34,676,542 36,608,515 37,004,074 71,937,718 71,680,616 52,262,053 45,576,318 33,190,271 64,177,600 59,625,732 38,976,678 131,028,642 162,780,010 27,983,558 28,967,674 Internet Software & Services (1.19%) 402,400 Zillow Group, Inc., Cl A1 345,258 Zillow Group, Inc., Cl C1 Total Information Technology Materials (1.39%) Construction Materials (1.39%) 1,297,345 Summit Materials, Inc., Cl A1 Telecommunication Services (3.61%) Wireless Telecommunication Services (3.61%) 57,211,650 Sarana Menara Nusantara Tbk PT (Indonesia)1,2 308,500 SBA Communications Corp., Cl A1 34,047,909 Tower Bersama Infrastructure Tbk PT (Indonesia)1,2 Total Telecommunication Services Utilities (2.73%) Electric Utilities (2.73%) 1,298,900 Brookfield Infrastructure Partners L.P.2 TOTAL COMMON STOCKS 53,915,752 47,760,553 1,569,624,871 1,698,224,913 Baron Funds Baron Real Estate Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (2.97%) $51,907,342 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $51,907,342; (Fully collateralized by $50,610,000 U.S. Treasury Note, 2.50% due 8/15/2023; Market value - $52,950,713) $ TOTAL INVESTMENTS (99.99%) 51,907,342 $ $1,621,532,213 CASH AND OTHER ASSETS LESS LIABILITIES (0.01%) 51,907,342 1,750,132,255 175,165 NET ASSETS $1,750,307,420 RETAIL SHARES (Equivalent to $23.46 per share based on 33,330,346 shares outstanding) $ 782,014,281 INSTITUTIONAL SHARES (Equivalent to $23.70 per share based on 40,848,668 shares outstanding) $ 968,293,139 % 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 subindustry. 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. 144A 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 September 30, 2015, the market value of Rule 144A securities amounted to $30,828,212 or 1.76%% of net assets. 99 Baron Funds Baron Emerging Markets Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Common Stocks (87.05%) Cetip SA - Mercados Organizados $ Linx SA M. Dias Branco SA Multiplus SA Smiles SA TOTVS SA Total Brazil 18,102,764 $ 8,591,359 9,933,492 13,640,110 22,003,829 23,771,784 12,879,605 4,883,340 3,663,766 9,273,679 11,569,761 12,170,174 96,043,338 54,440,325 China (22.23%) 400,000 48,000,000 24,000,000 200,000 5,200,000 15,000,600 8,350,000 1,500,000 750,515 1,300,000 341,500 Alibaba Group Holding Ltd., ADR1 China Everbright Ltd. China Life Insurance Co., Ltd., Cl H China Mengniu Dairy Co. Ltd. China Mobile Ltd. China Telecom Corp. Ltd., Cl H China Unicom (Hong Kong) Ltd. Ctrip.com International Ltd., ADR1 Haitong Securities Co., Ltd., Cl H Huatai Securities Co., Ltd., Cl H, 144A1 Jumei International Holding Ltd., ADR1 Kingdee International Software Group Co. Ltd. PetroChina Co. Ltd. Qihoo 360 Technology Co. Ltd., ADR1 Shenzhou International Group Holdings Ltd. Sihuan Pharmaceutical Holdings Group Ltd. Sinopharm Group Co. Ltd., Cl H SouFun Holdings Ltd., ADR TAL Education Group, ADR1 Tencent Holdings Ltd. WuXi PharmaTech (Cayman), Inc., ADR1 Total China 23,143,182 22,958,189 26,755,805 22,198,442 28,271,704 25,115,460 9,246,809 14,117,114 24,222,547 17,101,300 16,536,203 20,383,595 17,374,042 26,247,402 19,276,805 7,625,347 15,190,051 22,090,693 13,685,516 8,642,247 9,093,851 3,948,000 15,319,031 27,382,430 18,179,081 16,682,540 12,822,195 9,566,000 23,397,303 26,942,510 7,125,260 30,486,050 13,361,120 21,919,286 18,822,063 7,142,175 29,424,039 9,900,000 24,129,057 21,947,463 23,092,000 Bank Rakyat Indonesia (Persero) Tbk PT $ 15,503,527 Matahari Department Store Tbk PT 27,631,350 Sarana Menara Nusantara Tbk PT1 33,000,000 Tower Bersama Infrastructure Tbk PT1 Total Hong Kong 11,966,087 14,756,215 401,409,444 353,084,765 560,250 880,653 2,475,000 1,500,000 2,600,000 2,200,000 1,351,000 3,754,000 Total India 100 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. SKS Microfinance Ltd.1 Sun TV Network Ltd. Torrent Pharmaceuticals Ltd. Zee Entertainment Enterprises Ltd. 13,672,675 19,623,356 8,841,958 17,123,809 7,525,535 18,264,657 14,757,232 64,234,302 53,079,251 550,000 262,500 38,000 37,000 240,000 Grand Korea Leisure Co., Ltd. i-SENS, Inc.1 LG Household & Health Care Ltd. Samsung Electronics Co., Ltd. Samsung Life Insurance Co. Ltd. 19,775,413 9,543,103 23,915,147 46,796,591 24,484,202 15,484,790 8,327,849 27,500,175 35,499,767 20,070,066 Total Korea, Republic of 124,514,456 106,882,647 27,502,978 16,819,981 26,775,000 19,675,795 19,638,544 20,679,839 14,327,207 22,205,987 84,641,342 82,983,989 11,853,028 7,547,400 17,332,890 16,133,084 13,459,244 11,629,869 18,242,749 16,633,324 13,325,706 16,651,554 58,555,087 64,853,333 22,948,015 15,814,652 21,233,364 23,204,158 16,638,409 17,803,578 8,599,642 16,611,368 20,653,694 11,865,603 14,706,680 6,955,000 Mexico (5.22%) 300,000 Fomento Económico Mexicano, S.A.B. de C.V., ADR 8,317,513 Grupo Lala S.A.B. de C.V. 3,500,000 Infraestructura Energetica Nova S.A.B. de C.V. 9,000,000 Wal-Mart de Mexico S.A.B. de C.V. Total Mexico Panama (0.48%) Philippines (4.08%) 25,005,000 7,500,000 125,000,000 4,050,000 Ayala Land, Inc. BDO Unibank, Inc. Metro Pacific Investments Corp. Universal Robina Corp. Total Philippines Singapore (1.00%) 10,999,918 Global Logistic Properties Ltd. 14,890,081 16,662,882 12,269,473 11,302,803 18,588,919 3,718,351 43,822,436 33,610,073 8,867,611 13,573,608 28,460,609 10,244,650 13,339,936 18,091,286 19,061,869 13,917,779 22,475,706 19,338,478 23,755,701 6,933,223 22,898,075 28,091,420 16,649,449 17,611,266 5,093,897 12,657,774 15,788,490 13,125,494 14,319,858 20,171,221 13,865,745 12,603,537 3,230,462 12,558,539 27,341,013 8,705,677 18,670,550 16,107,398 12,068,563 30,974,629 India (19.51%) 1,427,000 2,550,000 4,750,000 3,752,679 14,084,985 1,650,000 7,000,000 1,100,000 5,770,000 17,504,331 $ Korea, Republic of (6.73%) 180,000 Copa Holdings SA, CL A Hong Kong (2.12%) 4,500,000 Luk Fook Holdings International Ltd. 19,000,000 Man Wah Holdings Ltd. 3,250,000 Wynn Macau Ltd.1 Value Indonesia (3.34%) Total Indonesia 290,000 7,200,000 5,850,000 4,900,000 2,200,000 40,000,000 6,000,000 240,425 15,159,400 4,320,000 Cost Common Stocks (continued) Brazil (3.43%) 1,552,012 440,000 250,000 1,150,000 1,526,400 1,600,818 Shares 17,537,741 22,548,243 250,721,105 309,958,392 South Africa (6.22%) 780,700 875,138 850,000 525,000 250,000 4,550,000 Aspen Pharmacare Holdings Ltd. Bidvest Group Ltd. Mr Price Group Ltd. Sasol Limited Sasol Limited, ADR Steinhoff International Holdings Ltd. Total South Africa 20,090,511 27,939,008 107,569,662 98,731,353 22,432,130 27,787,646 26,332,245 26,770,922 19,497,473 21,675,412 16,588,329 17,653,751 25,882,412 18,126,198 11,830,079 29,716,009 8,185,777 12,244,399 Taiwan, Province of China (10.05%) 1,750,000 Eclat Textile Co., Ltd. 12,001,000 Far EasTone Telecommunications Co., Ltd. 1,800,000 Ginko International Co., Ltd. 2,215,715 HIWIN Technologies Corp. 3,600,934 Makalot Industrial Co. Ltd. 1,100,000 MediaTek Inc. 3,900,000 Novatek Microelectronics Corp. 1,250,000 Taiwan Semiconductor Manufacturing Company Ltd., ADR Total Taiwan, Province of China 24,902,371 25,937,500 175,852,633 159,710,020 Baron Funds Baron Emerging Markets Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value 18,961,101 $ 629,574 17,123,571 439,251 Common Stocks (continued) Thailand (1.69%) 2,750,000 Advanced Info Service PCL 100,000 Bangkok Bank PCL, Cl F 2,101,000 Bangkok Bank Public Co., Ltd., NVDR $ 11,918,045 9,281,517 31,508,720 26,844,339 871,878 515,258 7,340,352 2,776,560 28,100,000 11,943,907 1,509,985,798 1,382,776,264 367,971 415,378 6,590,206 5,870,930 Total Thailand United Arab Emirates (0.03%) 3,328,598 SHUAA Capital psc1 United Kingdom (0.17%) 8,637,363 Lekoil Ltd.1 1,938,946 TerraForm Global, Inc.1,2 Percentage of Net Assets 23.1% 14.1% 12.5% 11.0% 8.8% 7.5% 4.7% 4.1% 1.6% 12.6% 100.0% * United States (0.75%) TOTAL COMMON STOCKS Summary of Investments by Sector as of September 30, 2015 Consumer Discretionary Financials Health Care Information Technology Consumer Staples Telecommunication Services Industrials Energy Utilities Cash and Cash Equivalents* Includes short term investments. Preferred Stocks (0.03%) India (0.03%) 30,983,400 Zee Entertainment Enterprises Ltd., 6% due 3/5/2022 Principal Amount Convertible Bonds (0.37%) China (0.37%) $ 50,000,000 Biostime International Holdings Ltd., 0.00% due 02/20/20191 Short Term Investments (12.45%) 197,744,364 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $197,744,364; (Fully collateralized by $192,785,000 U.S. Treasury Note, 2.50% due 8/15/2023; Market value - $201,701,306) $ 197,744,364 $ 197,744,364 TOTAL INVESTMENTS (99.90%) $1,714,688,339 CASH AND OTHER ASSETS LESS LIABILITIES (0.10%) 1,586,806,936 1,642,924 NET ASSETS $1,588,449,860 RETAIL SHARES (Equivalent to $10.24 per share based on 64,495,763 shares outstanding) $ 660,119,183 INSTITUTIONAL SHARES (Equivalent to $10.28 per share based on 90,318,725 shares outstanding) $ 928,330,677 % Represents percentage of net assets. Non-income producing securities. At September 30, 2015, the market value of restricted and fair valued securities amounted to $11,943,907 or 0.75% of net assets. This security is not deemed liquid. ADR American Depositary Receipt. NVDR Non-Voting Depositary Receipt. 144A 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 September 30, 2015, the market value of Rule 144A securities amounted to $8,642,247 or 0.54% of net assets. 1 2 101 Baron Funds Baron Energy and Resources Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (94.53%) Common Stocks (continued) Energy (75.82%) Information Technology (3.05%) Oil & Gas Drilling (1.10%) 15,546 Helmerich & Payne, Inc. 11,950 73,742 61,196 28,431 20,690 91,257 19,039 21,900 166,548 78,200 33,599 15,068 64,736 118,700 1,095,600 93,800 52,649 107,538 219,000 73,300 62,548 Oil & Gas Equipment & Services (9.99%) Core Laboratories N.V.2 Forum Energy Technologies, Inc.1 Halliburton Co. Oil States International, Inc.1 RigNet, Inc.1 Superior Energy Services, Inc. Oil & Gas Exploration & Production (36.20%) Anadarko Petroleum Corporation Antero Resources Corp.1 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. Oil & Gas Refining & Marketing (2.45%) 35,356 Marathon Petroleum Corp. 81,875 33,411 57,000 31,035 12,340 9,242 195,004 36,100 41,279 88,576 35,140 36,463 25,600 19,076 54,839 Oil & Gas Storage & Transportation (26.08%) Columbia Pipeline Partners LP Dominion Midstream Partners, L.P. Energy Transfer Equity LP Golar LNG Ltd.2 Phillips 66 Partners LP Rose Rock Midstream, L.P. Scorpio Tankers Inc.2 SemGroup Corporation, Cl A Shell Midstream Partners, L.P. Tallgrass Energy GP LP Tallgrass Energy Partners, LP Targa Resources Corp. Valero Energy Partners LP Western Gas Equity Partners LP Western Refining Logistics, LP Total Energy $ 1,204,575 $ Semiconductor Equipment (1.93%) 179,500 SunEdison, Inc.1 1,689,899 2,033,127 3,159,996 1,239,977 784,460 2,372,433 1,192,610 900,390 2,163,278 742,902 527,595 1,152,576 11,279,892 6,679,351 1,717,256 1,001,084 4,353,244 2,547,057 3,596,110 1,341,148 3,335,427 1,313,348 829,128 2,851,107 2,652,561 2,844,800 3,891,255 1,678,128 3,528,550 1,149,765 463,404 677,850 1,709,452 3,302,782 1,096,950 1,921,365 1,119,341 352,191 3,086,020 1,588,947 933,430 3,300,330 1,484,325 2,004,038 37,480,203 24,190,190 Trading Companies & Distributors (0.76%) 45,400 MRC Global, Inc.1 Total Industrials 102 Total Information Technology $ Value 783,549 $ 750,618 3,388,859 1,288,810 4,172,408 2,039,428 1,263,226 1,736,359 819,052 1,118,810 2,999,585 1,937,862 1,206,489 921,140 2,941,817 2,973,468 7,147,891 5,832,470 1,625,819 3,000,000 1,648,206 889,530 1,296,840 830,590 Materials (8.73%) Commodity Chemicals (2.90%) 24,700 Methanex Corp.2 63,932 Westlake Chemical Partners LP Diversified Metals & Mining (1.38%) 75,939 Globe Specialty Metals, Inc. Specialty Chemicals (4.45%) 178,052 Flotek Industries, Inc.1 Total Materials Utilities (4.51%) Renewable Electricity (4.52%) 53,748 Abengoa Yield plc2 210,526 TerraForm Global, Inc.1,3 58,410 TerraForm Power, Inc., Cl A Total Utilities TOTAL COMMON STOCKS 6,274,025 3,016,960 93,215,498 63,172,595 Principal Amount 1,574,646 1,638,044 2,083,049 816,038 1,645,523 1,100,339 391,269 301,560 1,840,228 2,583,628 1,117,633 2,638,257 822,385 2,996,491 970,582 946,075 1,452,136 1,036,537 897,085 1,186,170 865,256 607,992 224,950 1,788,187 1,560,964 1,214,841 1,760,005 1,380,650 1,878,574 1,130,496 752,167 1,144,490 21,705,193 17,428,364 73,244,509 50,670,653 1,256,444 1,106,874 Industrials (2.41%) Construction & Engineering (1.65%) 61,802 Primoris Services Corp. Application Software (1.12%) 19,800 Aspen Technology, Inc.1 734,704 Cost Short Term Investments (4.70%) $3,144,955 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $3,144,955; (Fully collateralized by $2,995,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $3,212,138) TOTAL INVESTMENTS (99.23%) CASH AND OTHER ASSETS LESS LIABILITIES (0.77%) 506,210 1,613,084 513,456 $66,831,006 RETAIL SHARES (Equivalent to $7.29 per share based on 4,799,166 shares outstanding) $34,985,006 INSTITUTIONAL SHARES (Equivalent to $7.36 per share based on 4,327,318 shares outstanding) $31,846,000 1 2 3 2,376,665 3,144,955 66,317,550 NET ASSETS % 1,120,221 3,144,955 $96,360,453 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $1,296,840 or 1.94% of net assets. This security is not deemed liquid. Baron Funds Baron Global Advantage Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Common Stocks (93.89%) Value United States (continued) $ Total Brazil 244,353 248,613 $ 195,160 121,079 492,966 316,239 278,852 395,254 469,807 219,237 201,888 177,755 456,716 328,758 208,451 214,812 232,682 491,991 1,525,403 1,476,694 1,954 3,364 157 25,934 6,495 1,341 28,070 7,814 6,118 Canada (3.77%) 943 Constellation Software, Inc. China (14.10%) 5,575 1,517 3,400 7,738 15,303 Cost Common Stocks (continued) Brazil (3.02%) 23,517 Cetip SA - Mercados Organizados 15,974 Smiles SA Shares Alibaba Group Holding Ltd., ADR1 Baidu, Inc., ADR1 Ctrip.com International Ltd., ADR1 Qunar Cayman Islands Ltd., ADR1 TAL Education Group, ADR1 Total China Illumina, Inc.1 Medidata Solutions, Inc.1 The Priceline Group, Inc.1 SunEdison, Inc.1 Tallgrass Energy GP LP Targa Resources Corp. TerraForm Global, Inc.1,2 TerraForm Power, Inc., Cl A Westlake Chemical Partners LP Total United States TOTAL COMMON STOCKS $ 122,487 145,160 118,920 434,738 200,267 132,183 400,000 217,733 164,098 $ 343,552 141,658 194,187 186,206 129,056 69,088 172,911 111,115 107,065 4,814,850 4,712,814 10,108,426 9,834,975 Principal Amount Short Term Investments (6.51%) India (2.56%) 9,400 Axis Bank Ltd. 17,613 ICICI Bank Limited, ADR 3,291 Just Dial Ltd. Total India 85,163 131,722 49,159 71,287 147,597 49,447 266,044 268,331 321,392 157,981 304,158 153,760 479,373 457,918 $682,458 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $682,458; (Fully collateralized by $650,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $697,125) Indonesia (4.37%) 1,116,770 Sarana Menara Nusantara Tbk PT1 343,836 Tower Bersama Infrastructure Tbk PT1 Total Indonesia Israel (9.55%) 3,964 Check Point Software Technologies Ltd.1 8,321 Mellanox Technologies Ltd.1 8,164 Mobileye N.V.1 Total Israel 307,720 332,019 413,789 314,464 314,450 371,299 1,053,528 1,000,213 143,850 166,840 Netherlands (1.59%) 1,898 ASML Holding N.V. TOTAL INVESTMENTS (100.40%) LIABILITIES LESS CASH AND OTHER ASSETS (-0.40%) 4,853 Seadrill Partners, LLC 45,618 445,555 400,169 South Africa (3.82%) 3,193 Naspers Ltd., Class N United Kingdom (5.68%) 10,079 ARM Holdings plc 72,340 JUST EAT plc1 Total United Kingdom 158,166 336,518 144,807 450,078 494,684 594,885 185,152 56,204 475,611 115,601 117,819 272,742 85,665 368,809 375,453 67,243 758,965 185,843 43,428 794,965 29,681 137,469 227,275 41,575 664,811 264,806 67,442 800,681 United States (44.99%) 9,405 2,448 1,553 13,310 4,399 6,181 3,284 7,395 8,322 2,788 1,316 Acxiom Corp.1 Aerie Pharmaceuticals, Inc.1 Amazon.com, Inc.1 Atlas Energy Group LLC1 Benefitfocus, Inc.1 Brookfield Infrastructure Partners L.P. Columbia Pipeline Partners LP Facebook, Inc., Cl A1 FireEye, Inc.1 Glaukos Corp.1 Google, Inc., Cl C1 (42,100) $10,475,333 RETAIL SHARES (Equivalent to $12.23 per share based on 455,058 shares outstanding) $ 5,566,478 INSTITUTIONAL SHARES (Equivalent to $12.30 per share based on 399,063 shares outstanding) $ 4,908,855 1 113,321 682,458 10,517,433 NET ASSETS % Norway (0.44%) 682,458 $10,790,884 2 ADR Represents percentage of net assets. Non-income producing securities. At September 30, 2015, the market value of restricted and fair valued securities amounted to $172,911 or 1.65% of net assets. This security is not deemed liquid. American Depositary Receipt. Summary of Investments by Sector as of September 30, 2015 Information Technology Consumer Discretionary Health Care Utilities Telecommunication Services Financials Energy Materials Cash and Cash Equivalents* Percentage of Net Assets 47.6% 23.4% 5.7% 4.9% 4.4% 3.9% 3.0% 1.0% 6.1% 100.0% * Includes short term investments. 103 Baron Funds Baron Discovery Fund — PORTFOLIO HOLDINGS September 30, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (96.45%) Common Stocks (continued) Consumer Discretionary (20.71%) Health Care (continued) Apparel Retail (1.25%) 50,000 Boot Barn Holdings, Inc.1 Apparel, Accessories & Luxury Goods (1.19%) 65,000 Iconix Brand Group, Inc.1 $ 906,888 $ 921,500 890,815 878,800 Casinos & Gaming (4.31%) 94,000 Pinnacle Entertainment, Inc.1 3,008,628 3,180,960 Education Services (1.10%) 40,000 Nord Anglia Education, Inc.1,2 870,474 813,200 1,024,965 709,920 Homefurnishing Retail (0.96%) 17,000 Mattress Firm Holding Corp.1 Leisure Facilities (1.69%) 58,000 ClubCorp Holdings, Inc. 31,000 44,000 60,000 72,000 35,000 Restaurants (8.59%) Fiesta Restaurant Group, Inc.1 The Habit Restaurants, Inc., CI A1 Krispy Kreme Doughnuts, Inc.1 Wingstop, Inc.1 Zoe’s Kitchen, Inc.1,4 Specialty Stores (1.62%) 75,000 Party City Holdco, Inc.1 Total Consumer Discretionary 1,054,741 1,244,680 1,406,455 952,789 917,577 1,630,997 928,848 1,406,470 942,040 877,800 1,726,560 1,382,150 5,836,666 6,335,020 1,277,250 1,197,750 14,870,427 15,281,830 300,000 324,000 Oil & Gas Storage & Transportation (3.78%) 30,000 Dominion Midstream Partners, L.P. 45,000 Valero Energy Partners LP Total Energy 794,741 2,200,749 805,500 1,987,200 2,995,490 2,792,700 Financials (10.50%) Diversified REITs (1.30%) 23,500 American Assets Trust, Inc. Health Care Services (3.30%) 83,200 ExamWorks Group, Inc.1 2,869,740 2,432,768 Health Care Supplies (3.00%) 175,000 Cerus Corp.1 120,500 The Spectranetics Corporation1 962,501 2,672,381 794,500 1,420,695 3,634,882 2,215,195 2,376,385 2,663,100 Life Sciences Tools & Services (1.47%) 27,028 INC Research Holdings, Inc., Cl A1 500,018 1,081,120 Managed Health Care (1.40%) 35,000 HealthEquity, Inc.1 637,775 1,034,250 678,665 624,000 427,929 845,460 1,287,000 874,016 283,590 937,600 Health Care Technology (3.61%) 90,000 Press Ganey Holdings, Inc.1 55,000 41,600 6,900 160,000 Pharmaceuticals (4.58%) Intersect ENT, Inc.1 Neos Therapeutics, Inc.1 Pacira Pharmaceuticals, Inc.1 TherapeuticsMD, Inc.1 2,576,054 3,382,206 19,312,963 19,297,287 2,983,339 1,292,749 2,086,494 752,262 4,276,088 2,838,756 Building Products (1.32%) 32,000 CaesarStone Sdot-Yam Ltd.1,2 1,657,332 972,800 Industrial Machinery (2.76%) 13,000 ESCO Technologies, Inc. 6,500 Kornit Digital Ltd. (Israel)1,2 80,500 NN, Inc. 462,473 65,000 1,975,981 466,700 82,095 1,489,250 2,503,454 2,038,045 8,436,874 5,849,601 Industrials (7.93%) 863,562 960,210 2,328,913 867,928 1,954,500 1,103,200 Total Industrials 3,196,841 3,057,700 Information Technology (22.25%) 2,106,826 1,861,650 Electronic Equipment & Instruments (1.68%) 22,660 Coherent, Inc.1 1,400,255 1,239,502 Thrifts & Mortgage Finance (2.54%) 2,068,665 75,300 Essent Group, Ltd.1,2 1,871,205 Electronic Manufacturing Services (2.90%) 134,303 Mercury Systems, Inc.1 2,151,536 2,136,761 3,510,543 1,098,113 1,079,561 2,192,877 2,162,739 1,478,266 1,109,375 810,000 1,558,440 2,799,763 10,043,833 7,755,844 Hotel & Resort REITs (4.14%) 75,000 Chesapeake Lodging Trust 80,000 Strategic Hotels & Resorts, Inc.1 Industrial REITs (2.52%) 135,000 Rexford Industrial Realty, Inc. Total Financials 8,235,894 7,750,765 Health Care (26.15%) 10,600 12,200 77,500 13,500 104 1,451,400 1,539,035 730,100 3,720,535 Aerospace & Defense (3.85%) 109,700 DigitalGlobe, Inc.1 122,319 The KEYW Holding Corporation1 Energy (3.78%) $ 3,139,090 Total Health Care Consumer Staples (0.44%) Packaged Foods & Meats (0.44%) 600,000 Barfresh Food Group, Inc.1 Health Care Equipment (5.04%) 60,000 Glaukos Corporation1 $ 1,587,779 31,700 Inogen, Inc.1 661,082 70,000 Novadaq Technologies, Inc.1,2 890,229 Value Biotechnology (3.75%) Cepheid1 Esperion Therapeutics, Inc.1 Foundation Medicine, Inc.1 Sage Therapeutics, Inc.1 525,332 610,004 1,737,435 706,248 479,120 287,798 1,429,875 571,320 3,579,019 2,768,113 350,300 35,500 90,000 52,000 450,000 Internet Software & Services (10.51%) Amber Road, Inc.1 Benefitfocus, Inc.1 Coupons.com, Incorporated1 Envestnet, Inc.1 JUST EAT plc (United Kingdom)1,2 Baron Funds Baron Discovery Fund — PORTFOLIO HOLDINGS (Continued) September 30, 2015 (Unaudited) Shares Cost Value Principal Amount Common Stocks (continued) Short Term Investments (5.36%) Information Technology (continued) Repurchase Agreement (3.51%) $2,587,687 Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2015, 0.00% due 10/1/2015; Proceeds at maturity - $2,587,687; (Fully collateralized by $2,465,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $2,643,713) Semiconductors (2.55%) 65,000 M/A-COM Technology Solutions Holdings, Inc.1 Systems Software (4.61%) 66,000 Qualys, Inc.1 98,000 Varonis Systems, Inc.1 Total Information Technology $ 2,177,053 1,763,545 2,106,084 $ 1,884,350 1,878,360 1,526,840 3,869,629 3,405,200 19,642,306 16,421,657 Specialty Chemicals (3.17%) 140,000 Flotek Industries, Inc.1 Total Materials TOTAL COMMON STOCKS 1,355,914 1,120,000 Securities Lending Collateral (1.85%) 1,365,000 State Street Navigator Securities Lending Prime Portfolio5 2,092,129 2,338,000 TOTAL SHORT TERM INVESTMENTS 3,448,043 3,458,000 TOTAL INVESTMENTS (101.88%) 77,241,997 71,175,840 Warrants (0.07%) Consumer Staples (0.07%) Packaged Foods & Meats (0.07%) 300,000 Barfresh Food Group, Inc. Warrants Exp 2/23/20201,3 Value $ 2,587,687 $ 2,587,687 1,365,000 1,365,000 Shares Materials (4.69%) Commodity Chemicals (1.52%) 64,000 Westlake Chemical Partners LP Cost 0 48,000 LIABILITIES LESS CASH AND OTHER ASSETS (-1.88%) 3,952,687 3,952,687 $81,194,684 75,176,527 (1,384,250) NET ASSETS $73,792,277 RETAIL SHARES (Equivalent to $11.13 per share based on 1,788,631 shares outstanding) $19,912,682 INSTITUTIONAL SHARES (Equivalent to $11.19 per share based on 4,816,554 shares outstanding) $53,879,595 % 1 2 3 4 5 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At September 30, 2015, the market value of restricted and fair valued securities amounted to $48,000 or 0.07% of net assets. This security is not deemed liquid. The value on loan at September 30, 2015 amounted to $1,382,150 or 1.87% of net assets. Represents investment of cash collateral received from securities lending transactions. 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 September 30