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Baron Funds

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Baron

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 December 31, 2016 Baron Funds ® Quarterly Report “Exceptional Takes Time.” On November 4, 2016, more than 5,000 Baron Funds’ shareholders and institutional clients of Baron Capital attended the 25 th annual Baron Investment Conference. Our 2016 theme, “Exceptional Takes Time,” was inspired by the smash Broadway hit Hamilton and was intended to convey the principle that there are no shortcuts to accomplishing extraordinary things. America’s tumultuous beginnings and unlikely rise to preeminence parallel that of our nation’s first Treasury Secretary, Alexander Hamilton who, as an orphaned immigrant,hadmoretodowithour young nation’s success than virtually any other Founding Father. In one of my favorite lines from the show, playwright Lin Manuel Miranda observes of Hamilton’s work ethic, “How to account for his rise to the top…Maaan, that man is non-stop!” We too are relentless in researching businesses we believe have potential for exceptional growth. Of course, these businesses in which Baron Capital invests generally take time to become exceptional. The 2016 Annual Baron Investment Conference was againheldinNewYorkCity’sLincolnCenterforthe Performing Arts. Beginning at 6 a.m., Andrew Ross Sorkin, co-anchor of CNBC’s Squawk Box, interviewed me live alongside several executives of businesses in which we invest. One of the more memorable exchanges from that interview came during a conversation with me, Andrew and Jordan Kaplan, President and CEO of Douglas Emmett (DEI), the premier commercial office building owner in Los Angeles. As I was explaining the attractiveness of DEI’s irreplaceable properties and rents, Andrew took note of my tendency to use the term ‘WE’ when discussing the opportunities for the companies in which we invest. Andrew remarked, “Ron, I just want to make a note of something fascinating…when you talk about these companies, you say ‘WE,’ not ‘THEY’. How are RONALD BARON CEO AND CHIEF INVESTMENT OFFICER Andrew Ross Sorkin, co-anchor of CNBC’s Squawk Box, live at the 2016 Baron Conference: “Ron, I just want to make a note of something fascinating…when you talk about these companies you invest in, you say ‘WE,’ not ‘THEY’. What a great mindset.” Jordan Kaplan, President and CEO, Douglas Emmett, Inc. (DEI): “I meet with guys constantly and the only investor I meet with that says ‘WE’ is Ron.” ‘we’ going to grow? How are ‘we’ going to take advantage? What a great mindset.” Jordan responded: “I meet with guys constantly and the only investor I meet with that says ‘WE’ is Ron.” To us, using ‘WE’ is second nature. This is because we think Baron invests in businesses and the talented entrepreneurs running them as opposed to simply stocks. Later that morning, executives of four businesses in which Baron Funds has invested spoke and answered questions from our shareholders that morning at The Metropolitan Opera House. The Met is located at the center of the Lincoln Center campus. Following entertaining lunches elsewhere on the Lincoln Center campus, shareholders returned to the Met for presentations by Linda, the President of our business, and me; a moderated Baron portfolio managers’ panel; a no-holds barred, question and answer session with all of us; and finally, to close the afternoon, surprise, Super Bowl caliber concert entertainment. This is to thank you for spending the day with us…which, by the way, is at our expense, not yours, and not that of Baron Funds. During the last several years, interest in attending the Annual Baron Investment Conference has grown substantially. To accommodate Baron Funds’ shareholders and Baron Capital’s institutional clients, we have expanded the program andaddedvenuesontheLincoln Center campus. In addition to morning company presentations at the Met; lunches on the Lincoln Center campus; and, afternoon presentations at the Met by Linda and me, we have expanded our morning and lunchtime programs to David Koch Theatre, David Geffen Hall and Alice Tully Hall. Those facilities provide venues for morning meetings with our portfolio managers… and for a special lunch intermission with highly anticipated surprise entertainment. TABLE OF CONTENTS Letter from Ron 4 Letter from Linda 8 Baron Funds Performance 13 Baron Asset Fund 18 Baron Growth Fund 22 Baron Small Cap Fund 29 Baron Opportunity Fund 33 Baron Partners Fund 38 Baron Fifth Avenue Growth Fund 43 Baron Focused Growth Fund 48 Baron International Growth Fund 54 Baron Real Estate Fund 58 Baron Emerging Markets Fund 67 Baron Energy and Resources Fund 71 Baron Global Advantage Fund 77 Baron Discovery Fund 81 Portfolio Holdings 86

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