Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21296

BARON SELECT FUNDS

(Exact Name of Registrant as Specified in Charter)

767 Fifth Avenue, 49th Floor

New York, NY 10153

(Address of Principal Executive Offices) (Zip Code)

Patrick M. Patalino, General Counsel

c/o Baron Select Funds

767 Fifth Avenue, 49th Floor

New York, NY 10153

(Name and Address of Agent for Service)

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

Date of fiscal year end: December 31

Date of reporting period: March 31, 2013

          Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

          A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

           PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 2455 (8-05)

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Item 1. Schedule of Investments

Baron Partners Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (117.78%)
Consumer Discretionary (38.67%)
		Automotive Retail (4.89%)
1,200,000		CarMax, Inc. 1		$	33,790,694			$	50,040,000
		Broadcasting (3.84%)
500,000		Discovery Communications, Inc., Cl A 1			10,968,964				39,370,000
		Casinos & Gaming (5.25%)
988,500		Penn National Gaming, Inc. 1			29,535,349				53,804,055
		Hotels, Resorts & Cruise Lines (10.56%)
2,500,000		Hyatt Hotels Corp., Cl A 1			67,148,542				108,075,000
		Leisure Facilities (6.62%)
1,086,800		Vail Resorts, Inc.			34,521,172				67,729,376
		Specialty Stores (7.51%)
1,625,000		Dick’s Sporting Goods, Inc.			24,608,797				76,862,500
Total Consumer Discretionary					200,573,518				395,880,931
Energy (2.97%)
		Oil & Gas Drilling (2.97%)
500,000		Helmerich & Payne, Inc.			11,603,764				30,350,000
Financials (27.67%)
		Asset Management & Custody Banks (6.08%)
1,626,031		The Carlyle Group			35,748,591				49,187,438
256,681		Oaktree Capital Group, LLC			9,506,193				13,095,864
					45,254,784				62,283,302
		Investment Banking & Brokerage (6.05%)
3,500,000		The Charles Schwab Corp.			31,903,587				61,915,000
		Property & Casualty Insurance (12.97%)
2,525,000		Arch Capital Group Ltd. 1,2			34,784,442				132,739,250
		Specialized Finance (2.57%)
775,000		MSCI, Inc. 1			16,938,378				26,295,750
Total Financials					128,881,191				283,233,302
Industrials (23.03%)
		Air Freight & Logistics (2.47%)
425,000		C.H. Robinson Worldwide, Inc.			9,630,255				25,270,500
		Airlines (1.59%)
390,000		Ryanair Holdings plc, ADR 1,2			13,574,703				16,294,200
		Research & Consulting Services (9.94%)
1,650,000		Verisk Analytics, Inc., Cl A 1			45,287,175				101,689,500
		Trading Companies & Distributors (9.03%)
1,800,000		Fastenal Co.			31,516,561				92,430,000
Total Industrials					100,008,694				235,684,200

Shares				Cost				Value
Common Stocks (continued)
Information Technology (12.58%)
		Application Software (7.24%)
800,000		FactSet Research Systems, Inc.		$	44,212,020			$	74,080,000
		Internet Software & Services (5.34%)
500,000		CoStar Group, Inc. 1			19,068,649				54,730,000
Total Information Technology					63,280,669				128,810,000
Utilities (12.86%)
		Electric Utilities (12.86%)
1,475,000		ITC Holdings Corp.			46,426,984				131,658,500
Total Common Stocks					550,774,820				1,205,616,933
Private Equity Investments (3.36%)
Consumer Discretionary (0.61%)
		Hotels, Resorts & Cruise Lines (0.61%)
3,900,000		Kerzner International Holdings, Ltd., Cl A 1,2,3,4,5			39,000,000				6,201,000
Financials (2.75%)
		Asset Management & Custody Banks (2.75%)
7,579,130		Windy City Investments Holdings, L.L.C. 1,3,4,5			41,134,888				28,194,364
Total Private Equity Investments					80,134,888				34,395,364
Total Investments (121.14%)				$	630,909,708			$	1,240,012,297
Liabilities Less Cash and Other Assets (-21.14%)									(216,360,854	)
Net Assets								$	1,023,651,443
Retail Shares (Equivalent to $26.78 per share based on 30,354,791 shares outstanding)								$	812,788,075
Institutional Shares (Equivalent to $27.05 per share based on 7,795,555 shares outstanding)								$	210,863,368
%		Represents percentage of net assets.
1		Non-income producing securities.
2		Foreign corporation.
3		At March 31, 2013, the market value of restricted and fair valued securities amounted to $34,395,364 or 3.36% of net assets. None of these securities are deemed liquid. See Note 3 regarding Restricted Securities.
4		The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
5		Level 3 security. See Note 4 regarding Fair Value Measurements.
ADR		American Depositary Receipt.
		All securities are Level 1, unless otherwise noted.

 

See Notes to Schedules of Investments.

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Baron Focused Growth Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares					Cost				Value
Common Stocks (93.99%)
Consumer Discretionary (25.05%)
			Automotive Retail (4.07%)
	140,000		CarMax, Inc. 1		$	3,809,189			$	5,838,000
			Casinos & Gaming (1.34%)
	35,475		Penn National Gaming, Inc. 1			1,752,438				1,930,904
			Hotels, Resorts & Cruise Lines (11.66%)
	150,000		Choice Hotels International, Inc.			5,080,138				6,346,500
	240,000		Hyatt Hotels Corp., Cl A 1			7,807,007				10,375,200
						12,887,145				16,721,700
			Leisure Facilities (0.93%)
	21,500		Vail Resorts, Inc.			1,312,667				1,339,880
			Movies & Entertainment (3.09%)
	264,311		Manchester United plc, Cl A 1,2			3,932,388				4,427,210
			Specialty Stores (3.96%)
	120,000		Dick’s Sporting Goods, Inc.			2,576,869				5,676,000
Total Consumer Discretionary						26,270,696				35,933,694
Consumer Staples (2.25%)
			Household Products (2.25%)
	50,000		Church & Dwight Co., Inc.			1,274,171				3,231,500
Energy (1.69%)
			Oil & Gas Drilling (1.69%)
	40,000		Helmerich & Payne, Inc.			1,493,100				2,428,000
Financials (17.03%)
			Asset Management & Custody Banks (6.02%)
	147,384		The Carlyle Group			3,307,832				4,458,366
	100,000		Eaton Vance Corp.			2,267,846				4,183,000
						5,575,678				8,641,366
			Property & Casualty Insurance (3.67%)
	100,000		Arch Capital Group Ltd. 1,2			1,800,056				5,257,000
			Residential REITs (3.79%)
	120,000		American Campus Communities, Inc.			4,999,302				5,440,800
			Specialized Finance (3.55%)
	150,000		MSCI, Inc. 1			4,292,982				5,089,500
Total Financials						16,668,018				24,428,666
Health Care (4.43%)
			Health Care Distributors (2.20%)
	34,000		Henry Schein, Inc. 1			1,353,700				3,146,700
			Life Sciences Tools & Services (2.23%)
	15,000		Mettler-Toledo International, Inc. 1			702,213				3,198,300
Total Health Care						2,055,913				6,345,000

Shares					Cost				Value
Common Stocks (continued)
Industrials (21.94%)
			Air Freight & Logistics (1.24%)
	30,000		C.H. Robinson Worldwide, Inc.		$	1,092,091			$	1,783,800
			Industrial Machinery (5.13%)
	158,000		Colfax Corp. 1			4,291,986				7,353,320
			Railroads (6.49%)
	99,930		Genesee & Wyoming, Inc., Cl A 1			3,378,911				9,304,482
			Research & Consulting Services (5.50%)
	128,050		Verisk Analytics, Inc., Cl A 1			3,651,694				7,891,722
			Trading Companies & Distributors (3.58%)
	100,000		Fastenal Co.			2,169,716				5,135,000
Total Industrials						14,584,398				31,468,324
Information Technology (10.98%)
			Application Software (7.23%)
	25,000		ANSYS, Inc. 1			548,887				2,035,500
	90,000		FactSet Research Systems, Inc.			7,258,984				8,334,000
						7,807,871				10,369,500
			IT Consulting & Other Services (1.88%)
	200,000		Booz Allen Hamilton Holding Corp.			2,195,503				2,688,000
			Semiconductor Equipment (1.87%)
	27,963		Cymer, Inc. 1			1,352,361				2,687,244
Total Information Technology						11,355,735				15,744,744
Materials (4.71%)
			Fertilizers & Agricultural Chemicals (0.56%)
	214,021		Agrinos AS (Mexico) 1,2			1,651,382				806,140
			Industrial Gases (4.15%)
	60,000		Airgas, Inc.			3,972,694				5,949,600
Total Materials						5,624,076				6,755,740
Utilities (5.91%)
			Electric Utilities (5.91%)
	95,000		ITC Holdings Corp.			6,531,964				8,479,700
Total Common Stocks						85,858,071				134,815,368
Principal Amount
Short-Term Investments (8.71%)
	$   12,498,563		Repurchase Agreement with Fixed Income Clearing Corp., dated 3/28/2013, 0.01% due 4/1/2013; Proceeds at maturity - $12,498,577; (Fully collateralized by $12,750,000 U.S. Treasury Note, 0.625% due 11/30/2017; Market value - $12,750,000) 3			12,498,563				12,498,563
Total Investments (102.70%)					$	98,356,634				147,313,931
Liabilities Less Cash and Other Assets (-2.70%)										(3,872,865	)
Net Assets									$	143,441,066
Retail Shares (Equivalent to $12.49 per share based on 3,093,084 shares outstanding)									$	38,617,406
Institutional Shares (Equivalent to $12.60 per share based on 8,320,491 shares outstanding)									$	104,823,660

 

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	Level 2 security. See Note 4 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

 

See Notes to Schedules of Investments.

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Baron International Growth Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (96.96%)
Australia (3.14%)
95,000		Brambles Ltd.		$	823,818			$	837,761
50,000		Domino’s Pizza Enterprises Ltd.			337,354				601,785
50,000		Wotif.com Holdings Ltd.			174,246				257,685
Total Australia					1,335,418				1,697,231
Austria (1.31%)
65,000		conwert Immobilien Invest SE			725,106				708,223
Brazil (5.75%)
50,340		Anhanguera Educacional Participações SA			676,918				812,116
84,000		Kroton Educacional SA			664,515				1,078,708
40,000		Qualicorp SA 1			349,574				402,029
40,000		TOTVS SA			164,560				820,290
Total Brazil					1,855,567				3,113,143
Canada (2.17%)
4,000		Constellation Software, Inc.			475,382				492,632
18,000		Crescent Point Energy Corp.			794,570				679,529
Total Canada					1,269,952				1,172,161
China (6.34%)
50,000		21Vianet Group, Inc., ADR 1			564,194				470,000
2,900,000		Kingdee International Software Group Co. Ltd. 1			480,010				485,665
105,000		NQ Mobile, Inc., ADR 1			737,107				946,050
19,000		Sina Corporation 1			967,904				923,210
19,000		Tencent Holdings Ltd.			261,810				604,080
Total China					3,011,025				3,429,005
France (6.07%)
11,700		Eurofins Scientific SE			716,402				2,456,616
14,000		Ingenico SA			224,422				829,280
Total France					940,824				3,285,896
Germany (8.20%)
32,000		Deutsche Post AG			632,069				737,321
31,000		Deutsche Wohnen AG			457,782				563,476
70,600		PATRIZIA Immobilien AG 1			445,649				656,115
37,000		Qiagen N.V. 1			706,164				779,960
125,000		RIB Software AG			774,392				711,427
25,000		Symrise AG			313,128				990,550
Total Germany					3,329,184				4,438,849

Shares				Cost				Value
Common Stocks (continued)
Hong Kong (2.30%)
160,000		Luk Fook Holdings (International) Ltd.		$	558,924			$	513,234
275,000		Wynn Macau Ltd. 1			361,284				731,557
Total Hong Kong					920,208				1,244,791
India (5.20%)
190,000		DEN Networks Ltd. 1			437,693				663,339
60,000		Financial Technologies Ltd.			1,235,093				786,679
89,067		Hathway Cable and Datacom Ltd. 1			260,333				440,664
150,000		Mytrah Energy Ltd. 1			274,801				205,126
33,000		Sun TV Network Ltd.			233,709				237,102
125,000		Zee Entertainment Enterprises Ltd.			303,172				484,016
Total India					2,744,801				2,816,926
Indonesia (2.70%)
1,300,377		Media Nusantara Citra Tbk PT			262,791				378,036
125,000		Sarana Menara Nusantara Tbk PT 1			260,297				334,448
1,200,000		Tower Bersama Infrastructure Tbk PT 1			387,393				747,106
Total Indonesia					910,481				1,459,590
Ireland (3.01%)
39,000		Ryanair Holdings plc, ADR 1			1,045,243				1,629,420
Israel (5.43%)
20,000		Check Point Software Technologies Ltd. 1			953,969				939,800
24,000		Radware Ltd. 1			847,372				905,520
22,000		SodaStream International Ltd. 1			738,283				1,092,080
Total Israel					2,539,624				2,937,400
Italy (1.26%)
130,000		Amplifon SpA			664,488				679,894
Japan (15.15%)
25,000		Bridgestone Corp.			480,797				836,565
23,500		ENDO Lighting Corp.			810,104				705,986
7,000		FANUC Corp.			584,266				1,070,059
150,000		The Japan Steel Works Ltd.			1,067,864				790,354
36,000		Kakaku.com, Inc.			629,749				905,593
42,000		Mitsui Fudosan Co. Ltd.			827,297				1,192,160
18,000		Sanrio Co. Ltd.			623,311				796,410
27,500		Softbank Corp.			945,833				1,262,017
43,000		Sony Financial Holdings, Inc.			720,953				639,507
Total Japan					6,690,174				8,198,651

 

See Notes to Schedules of Investments.

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Baron International Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (continued)
Korea, Republic of (2.20%)
8,000		Daum Communications Corp.		$	685,811			$	655,761
18,000		KT Skylife Co. Ltd.			546,523				534,694
Total Korea, Republic of					1,232,334				1,190,455
Mexico (0.84%)
120,329		Agrinos AS 1			818,714				453,236
Norway (3.52%)
30,000		DNB ASA 4			473,763				441,515
109,071		Opera Software ASA 4			634,229				699,107
27,624		Seadrill Partners, LLC			607,728				766,566
Total Norway					1,715,720				1,907,188
Russian Federation (1.33%)
310,000		Exillon Energy plc 1			782,695				720,675
Spain (1.97%)
36,850		Grifols SA, ADR 1			392,488				1,069,018
Sweden (1.00%)
25,000		Lundin Petroleum AB 1			314,942				540,930
Switzerland (5.47%)
14,000		Compagnie Financière Richemont SA			259,218				1,098,705
22,067		Julius Baer Group Ltd.			562,219				857,993
12,000		Syngenta AG, ADR			556,426				1,005,000
Total Switzerland					1,377,863				2,961,698
United Kingdom (8.60%)
21,000		Aggreko plc			714,330				568,608
600,000		Borders & Southern Petroleum plc 1			390,522				161,821
100,000		bwin.party digital entertainment plc			329,683				218,193
50,000		Experian plc			306,563				866,086
21,000		Intertek Group plc			363,563				1,082,654
135,000		Premier Oil plc 1			660,385				797,324
37,000		Standard Chartered PLC			802,672				957,702
Total United Kingdom					3,567,718				4,652,388
United States (4.00%)
23,000		Agilent Technologies, Inc.			577,978				965,310
15,000		Arch Capital Group Ltd. 1			293,022				788,550
3,000		Core Laboratories N.V.			127,140				413,760
Total United States					998,140				2,167,620
Total Common Stocks					39,182,709				52,474,388

Shares				Cost				Value
Private Equity Investments (0.01%)
Israel (0.01%)
60,573		Better Place, Inc., Series C Preferred 1,2,3,5		$	275,001			$	2,423
Principal Amount
Short Term Investments (2.92%)
$   1,582,327		Repurchase Agreement with Fixed Income Clearing Corp., dated 3/28/2013, 0.01% due 4/1/2013; Proceeds at maturity - $1,582,328; (Fully collateralized by $1,615,000 U.S. Treasury Note, 0.625% due 11/30/2017; Market value - $1,615,000) 4			1,582,327				1,582,327
Total Investments (99.89%)				$	41,040,037				54,059,138
Cash and Other Assets Less Liabilities (0.11%)									61,873
Net Assets								$	54,121,011
Retail Shares (Equivalent to $15.81 per share based on 977,936 shares outstanding)								$	15,459,978
Institutional Shares (Equivalent to $15.89 per share based on 2,432,614 shares outstanding)								$	38,661,033

 

%		Represents percentage of net assets.
1		Non-income producing securities.
2		At March 31, 2013, the market value of restricted and fair valued securities amounted to $2,423 or 0.01% of net assets. This security is not deemed liquid. See Note 3 regarding Restricted Securities.
3		The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
4		Level 2 security. See Note 4 regarding Fair Value Measurements.
5		Level 3 security. See Note 4 regarding Fair Value Measurements.
ADR		American Depositary Receipt.
		All securities are Level 1, unless otherwise noted.

Summary of Investments by Sector		Percentage
as of March 31, 2013		of Net Assets
Information Technology		20.7	%
Consumer Discretionary		19.9
Industrials		15.3
Financial		12.6
Health Care		11.7
Energy		7.6
Materials		4.5
Telecommunication Services		4.3
Utilities		0.4
Cash and Cash Equivalents*		3.0
		100.0	%

 

*Includes short term investments.

 

See Notes to Schedules of Investments.

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Baron Real Estate Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (95.93%)
Consumer Discretionary (31.93%)
		Casinos & Gaming (10.00%)
207,160		Las Vegas Sands Corp.		$	10,497,906			$	11,673,466
49,350		Penn National Gaming, Inc. 1			2,012,350				2,686,121
681,794		Pinnacle Entertainment, Inc. 1			10,554,945				9,967,828
118,250		Wynn Resorts Ltd.			13,942,085				14,800,170
					37,007,286				39,127,585
		Home Improvement Retail (3.40%)
350,500		Lowe’s Companies, Inc.			12,954,244				13,290,960
		Homebuilding (4.50%)
197,100		Brookfield Residential Properties, Inc. 1,2			3,815,383				4,797,414
966,300		Even Construtora e Incorporadora SA (Brazil) 2			4,425,396				4,686,250
52,300		Toll Brothers, Inc. 1			1,804,367				1,790,752
313,772		TRI Pointe Homes, Inc. 1			5,956,298				6,322,506
					16,001,444				17,596,922
		Hotels, Resorts & Cruise Lines (14.03%)
398,400		Hyatt Hotels Corp., Cl A 1			16,042,827				17,222,832
121,252		Marriott Vacations Worldwide Corp. 1			4,905,001				5,202,923
126,868		Norwegian Cruise Line Holdings Ltd. 1,2			2,410,492				3,761,636
298,850		Starwood Hotels & Resorts Worldwide, Inc.			17,896,617				19,045,711
149,500		Wyndham Worldwide Corp.			8,049,775				9,639,760
					49,304,712				54,872,862
Total Consumer Discretionary					115,267,686				124,888,329
Energy (3.46%)
		Oil & Gas Storage & Transportation (3.46%)
149,250		Golar LNG Partners L.P. 2			4,547,329				4,925,250
105,473		Rose Rock Midstream L.P.			3,111,214				4,182,005
107,250		Susser Petroleum Partners LP			2,746,282				3,485,625
14,020		Targa Resources Corp.			456,513				952,799
Total Energy					10,861,338				13,545,679

Shares				Cost				Value
Common Stocks (continued)
Financials (30.22%)
		Diversified Real Estate Activities (2.52%)
270,500		Brookfield Asset Management, Inc., Cl A 2		$	9,756,510			$	9,870,545
		Diversified REITs (1.94%)
33,436		American Assets Trust, Inc.			750,140				1,070,286
78,000		Vornado Realty Trust			6,443,447				6,523,920
					7,193,587				7,594,206
		Office REITs (3.75%)
2,200		Alexander’s, Inc. 3			826,544				725,318
209,222		CyrusOne, Inc.			4,249,562				4,778,630
213,286		Douglas Emmett, Inc.			4,992,271				5,317,220
44,600		SL Green Realty Corp.			3,568,287				3,840,506
					13,636,664				14,661,674
		Real Estate Development (2.54%)
453,500		Forestar Group, Inc. 1			9,938,828				9,913,510
		Real Estate Services (8.03%)
499,200		CBRE Group, Inc., Cl A 1			10,802,239				12,604,800
109,500		Jones Lang LaSalle, Inc.			10,059,064				10,885,395
509,400		Kennedy-Wilson Holdings, Inc.			7,744,038				7,900,794
					28,605,341				31,390,989
		Residential REITs (1.54%)
74,334		American Campus Communities, Inc.			3,279,761				3,370,303
253,488		Education Realty Trust, Inc.			2,678,028				2,669,229
					5,957,789				6,039,532
		Specialized REITs (9.90%)
45,750		Alexandria Real Estate Equities, Inc. 3			3,267,956				3,247,335
51,196		American Tower Corp.			3,782,172				3,937,996
649,600		Ashford Hospitality Trust, Inc.			7,614,511				8,029,056
78,689		CubeSmart			984,558				1,243,286
241,400		LaSalle Hotel Properties			6,241,715				6,126,732
704,050		Strategic Hotels & Resorts, Inc. 1			5,107,164				5,878,818
834,550		Sunstone Hotel Investors, Inc. 1			9,534,567				10,273,311
					36,532,643				38,736,534
Total Financials					111,621,362				118,206,990

 

See Notes to Schedules of Investments.

---

Baron Real Estate Fund

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (continued)
Health Care (10.44%)
		Health Care Facilities (10.44%)
484,300		Brookdale Senior Living, Inc. 1		$	11,493,108			$	13,502,284
572,100		Capital Senior Living Corp. 1			9,740,506				15,120,603
439,200		Emeritus Corp. 1			11,265,254				12,205,368
Total Health Care					32,498,868				40,828,255
Industrials (5.06%)
		Building Products (2.40%)
965,999		Builders FirstSource, Inc. 1			5,341,752				5,660,754
94,100		Owens Corning 1			3,266,676				3,710,363
					8,608,428				9,371,117
		Industrial Machinery (2.45%)
118,500		Stanley Black & Decker, Inc.			8,869,038				9,594,945
		Office Services & Supplies (0.21%)
43,800		Interface, Inc.			547,462				841,836
Total Industrials					18,024,928				19,807,898
Information Technology (2.81%)
		Application Software (1.72%)
324,219		RealPage, Inc. 1			7,070,407				6,714,576
		IT Consulting & Other Services (1.09%)
19,765		Equinix, Inc. 1,3			2,995,399				4,275,367
Total Information Technology					10,065,806				10,989,943
Materials (3.68%)
		Construction Materials (2.91%)
430,683		CaesarStone Sdot-Yam Ltd. 1,2			7,882,581				11,370,031
		Forest Products (0.77%)
88,722		Boise Cascade Co. 1			1,863,162				3,011,225
Total Materials					9,745,743				14,381,256
Telecommunication Services (4.79%)
		Wireless Telecommunication Services (4.79%)
3,595,015		Sarana Menara Nusantara Tbk PT (Indonesia) 1,2			9,111,298				9,618,769
126,600		SBA Communications Corp., Cl A 1			8,318,537				9,117,732
Total Telecommunication Services					17,429,835				18,736,501

Shares				Cost				Value
Common Stocks (continued)
Utilities (3.54%)
		Electric Utilities (3.54%)
200,800		Brookfield Infrastructure Partners L.P. 2		$	7,367,008			$	7,642,448
69,380		ITC Holdings Corp.			5,985,562				6,192,859
Total Utilities					13,352,570				13,835,307
Total Common Stocks					338,868,136				375,220,158
Principal Amount
Short Term Investments (8.05%)
$ 31,478,119		Repurchase Agreement with Fixed Income Clearing Corp., dated 3/28/2013, 0.01% due 4/1/2013; Proceeds at maturity - $31,478,154; (Fully collateralized by $31,910,000 U.S. Treasury Note, 0.75% due 10/31/2017; Market value - $32,109,438) 4			31,478,119				31,478,119
Total Investments (103.98%)				$	370,346,255				406,698,277
Liabilities Less Cash and Other Assets (-3.98%)									(15,577,467	)
Net Assets								$	391,120,810
Retail Shares (Equivalent to $19.83 per share based on 14,592,511 shares outstanding)								$	289,349,685
Institutional Shares (Equivalent to $19.98 per share based on 5,093,649 shares outstanding)								$	101,771,125

%		Represents percentage of net assets.
1		Non-income producing securities.
2		Foreign corporation.
3		The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
4		Level 2 security. See Note 4 regarding Fair Value Measurements.
		All securities are Level 1, unless otherwise noted.

 

See Notes to Schedules of Investments.

---

Baron Emerging Markets Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (88.92%)
Brazil (14.52%)
19,000		Anhanguera Educacional Participações SA		$	346,275			$	306,520
50,000		BM&FBOVESPA SA			336,784				337,498
10,000		Cetip SA - Mercados Organizados			146,937				118,768
9,000		Estácio Participações SA			166,929				195,521
50,000		Even Construtora e Incorporadora SA			214,964				242,484
38,000		Kroton Educacional SA			374,308				487,987
20,000		Linx SA 1			293,188				314,240
7,500		M. Dias Branco SA			225,356				295,992
14,000		Qualicorp SA 1			120,532				140,710
14,000		TOTVS SA			285,367				287,101
6,500		Valid Soluções SA			104,605				125,449
Total Brazil					2,615,245				2,852,270
Canada (0.61%)
17,000		Africa Oil Corp. 1			78,658				120,156
Chile (2.53%)
722,211		CFR Pharmaceuticals SA			166,461				186,105
2,615		CFR Pharmaceuticals SA 144A, ADR 2			47,627				67,389
4,400		Sociedad Química y Minera de Chile SA, ADR			247,304				243,980
Total Chile					461,392				497,474
China (12.54%)
18,000		21Vianet Group, Inc., ADR 1			197,619				169,200
65,000		Biostime International Holdings Ltd.			255,979				338,709
175,000		Dah Chong Hong Holdings Ltd.			192,446				165,474
55,000		Great Wall Motor Co. Ltd.			147,097				186,698
15,000		Hollysys Automation Technologies Ltd. 1			154,869				182,850
1,325,000		Kingdee International Software Group Co. Ltd. 1			334,276				221,899
42,000		NQ Mobile, Inc., ADR 1			289,434				378,420
7,000		Sina Corporation 1			376,392				340,130
8,000		SouFun Holdings Ltd., ADR			216,401				209,680
8,500		Tencent Holdings Ltd.			256,775				270,246
Total China					2,421,288				2,463,306
Hong Kong (3.19%)
80,000		Luk Fook Holdings International Ltd.			277,928				256,617
75,000		Melco International Development Ltd.			101,366				130,047
90,000		Wynn Macau Ltd. 1			238,740				239,419
Total Hong Kong					618,034				626,083

Shares				Cost				Value
Common Stocks (continued)
India (15.13%)
55,000		Amara Raja Batteries Ltd.		$	203,612			$	277,833
5,000		Blue Dart Express Ltd.			186,582				216,969
200,000		Delta Corp. Ltd.			254,569				151,242
109,866		DEN Networks Ltd. 1			334,316				383,571
150,000		Dish TV India Ltd. 1			186,632				185,188
35,000		Financial Technologies Ltd.			665,814				458,896
30,800		Hathway Cable and Datacom Ltd. 1			90,025				152,385
25,000		Lupin Ltd.			253,964				289,121
25,000		Mytrah Energy Ltd. 1			46,915				34,188
6,500		Shriram City Union Finance Ltd.			137,947				129,163
15,000		Sun TV Network Ltd.			106,231				107,774
17,000		Torrent Pharmaceuticals Ltd.			226,639				217,559
95,000		Zee Entertainment Enterprises Ltd.			313,885				367,852
Total India					3,007,131				2,971,741
Indonesia (10.91%)
450,000		Bank Rakyat Indonesia (Persero) Tbk PT			326,092				405,197
3,600,000		Clipan Finance Indonesia Tbk PT			196,861				166,710
2,000,000		Lippo Karawaci Tbk PT			205,653				281,965
1,100,000		Media Nusantara Citra Tbk PT			225,827				319,784
1,000,000		MNC Sky Vision Tbk PT 1			215,274				226,396
149,785		Sarana Menara Nusantara Tbk PT 1			258,497				400,762
550,000		Tower Bersama Infrastructure Tbk PT 1			202,663				342,423
Total Indonesia					1,630,867				2,143,237
Korea, Republic of (5.03%)
3,400		Daum Communications Corp.			308,350				278,699
7,000		KIA Motors Corp.			348,098				352,957
12,000		KT Skylife Co. Ltd.			361,067				356,462
Total Korea, Republic of					1,017,515				988,118
Mexico (3.17%)
40,941		Agrinos AS 1			260,224				154,210
2,000		Fomento Económico Mexicano S.A.B. de C.V., ADR			164,795				227,000
60,000		Grupo México S.A.B. de C.V., Series B			228,926				241,623
Total Mexico					653,945				622,833

 

See Notes to Schedules of Investments.

---

Baron Emerging Markets Fund

SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (Continued)
Norway (1.22%)
37,462		Opera Software ASA 2		$	240,233			$	240,118
Philippines (5.47%)
300,000		Ayala Land, Inc. 2			147,648				240,879
120,000		Cebu Air, Inc.			207,590				199,951
2,000,000		Metro Pacific Investments Corp. 2			185,566				272,482
130,000		Universal Robina Corp.			192,699				359,961
Total Philippines					733,503				1,073,273
Russian Federation (3.19%)
140,000		Exillon Energy plc 1			354,142				325,466
13,000		Yandex NV 1			283,820				300,560
Total Russian Federation					637,962				626,026
Singapore (0.75%)
70,000		Global Logistic Properties Ltd.			144,536				147,862
South Africa (1.01%)
9,500		Aspen Pharmacare Holdings Ltd.			130,753				197,319
Taiwan, Province of China (5.18%)
18,000		Ginko International Co., Ltd.			224,107				296,765
30,000		HIWIN Technologies Corp.			243,604				220,717
21,000		MediaTek Inc.			232,252				238,776
60,000		Novatek Microelectronics Corp.			246,878				261,851
Total Taiwan, Province of China					946,841				1,018,109
Thailand (3.76%)
35,000		Bangkok Bank Public Co., Ltd., NVDR			227,104				265,324
325,000		L.P.N. Development PCL, Cl F			160,724				280,220
275,000		Major Cineplex Group Public Co. Ltd.			185,525				192,505
Total Thailand					573,353				738,049
United Arab Emirates (0.71%)
900,000		SHUAA Capital psc 1			206,396				139,423
Total Common Stocks					16,117,652				17,465,397
Warrants (0.01%)
Indonesia (0.01%)
210,000		Clipan Finance Indonesia Tbk PT Exp 10/7/2014 1			0				1,491

Principal Amount				Cost				Value
Short Term Investments (10.84%)
$   2,129,015		Repurchase Agreement with Fixed Income Clearing Corp., dated 3/28/2013, 0.01% due 4/1/2013; Proceeds at maturity - $2,129,017; (Fully collateralized by $2,170,000 U.S. Treasury Note, 0.625% due 9/30/2017; Market value - $2,172,940) 2		$	2,129,015			$	2,129,015
Total Investments (99.77%)				$	18,246,667				19,595,903
Cash and Other Assets Less Liabilities (0.23%)									44,558
Net Assets								$	19,640,461
Retail Shares (Equivalent to $10.29 per share based on 382,250 shares outstanding)								$	3,932,676
Institutional Shares (Equivalent to $10.29 per share based on 1,527,226 shares outstanding)								$	15,707,785

%		Represents percentage of net assets.
1		Non-income producing securities.
2		Level 2 security. See Note 4 regarding Fair Value Measurements.
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 March 31, 2013, the market value of Rule 144A securities amounted to $67,389 or 0.34% of net assets.
		All securities are Level 1, unless otherwise noted.

Summary of Investments by Sector		Percentage
as of March 31, 2013		of Net Assets
Consumer Discretionary		24.7	%
Information Technology		21.1
Financials		15.0
Health Care		7.1
Consumer Staples		6.2
Industrials		5.3
Telecommunication Services		3.8
Materials		3.2
Energy		2.3
Utilities		0.2
Cash and Cash Equivalents*		11.1
		100.0	%

 

*Includes short term investments.

 

See Notes to Schedules of Investments.

---

Baron Energy and Resources Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (96.09%)
Energy (80.03%)
		Oil & Gas Drilling (6.22%)
1,175		Ensco plc, Cl A 2		$	63,395			$	70,500
1,441		Helmerich & Payne, Inc.			82,241				87,469
3,267		Seadrill Partners, LLC 2			74,857				90,659
					220,493				248,628
		Oil & Gas Equipment & Services (26.96%)
4,553		C&J Energy Services, Inc. 1			92,517				104,264
1,076		CARBO Ceramics, Inc.			114,167				97,991
522		Core Laboratories N.V. 2			59,130				71,994
4,791		Forum Energy Technologies, Inc. 1			102,255				137,789
2,975		Halliburton Co.			102,646				120,220
6,975		Key Energy Services, Inc. 1			57,708				56,358
1,664		National Oilwell Varco, Inc.			126,939				117,728
1,463		Oil States International, Inc. 1			111,794				119,337
2,510		RigNet, Inc. 1			42,548				62,600
2,582		Subsea 7 SA (Norway) 1,2,3			52,974				60,681
4,930		Superior Energy Services, Inc. 1			125,805				128,032
					988,483				1,076,994
		Oil & Gas Exploration & Production (22.45%)
5,229		Africa Oil Corp. (Canada) 1,2			15,131				36,958
750		Anadarko Petroleum Corp.			58,507				65,588
2,195		Bonanza Creek Energy, Inc. 1			67,738				84,881
29,288		Borders & Southern Petroleum plc (United Kingdom) 1,2			24,438				7,899
1,256		Concho Resources, Inc. 1			116,450				122,372
10,788		Exillon Energy plc (Russian Federation) 1,2			43,434				25,079
19,652		Halcon Resources Corp. 1			147,646				153,089
8,196		Kodiak Oil & Gas Corp. 1,2			76,629				74,502
1,993		Lundin Petroleum AB (Sweden) 1,2			46,595				43,123
2,018		Oasis Petroleum, Inc. 1			61,882				76,825
2,465		SM Energy Co.			155,463				145,977
1,626		Southwestern Energy Co. 1			52,558				60,585
					866,471				896,878
		Oil & Gas Refining & Marketing (2.85%)
391		Marathon Petroleum Corp.			33,658				35,034
665		PBF Energy, Inc.			27,319				24,718
928		Tesoro Corp.			53,428				54,334
					114,405				114,086
		Oil & Gas Storage & Transportation (21.55%)
2,057		Golar LNG Ltd. 2			85,558				76,027
1,272		Golar LNG Partners L.P. 2			35,947				41,976
3,742		MPLX LP			91,875				140,138
2,751		Rose Rock Midstream L.P.			64,352				109,077
4,152		Susser Petroleum Partners LP			97,093				134,940
1,686		Targa Resources Corp.			72,641				114,581
2,483		Tesoro Logistics LP			93,680				134,007
2,089		Western Gas Equity Partners LP			53,301				71,486
654		Western Gas Partners LP			28,263				38,854
					622,710				861,086
Total Energy					2,812,562				3,197,672

Shares				Cost				Value
Common Stocks (continued)
Industrials (8.98%)
		Construction & Engineering (2.26%)
4,091		Primoris Services Corp.		$	81,660			$	90,452
		Construction & Farm Machinery & Heavy Trucks (1.18%)
794		Joy Global, Inc.			60,427				47,259
		Electrical Components & Equipment (0.85%)
842		Polypore International, Inc. 1			32,578				33,832
		Industrial Machinery (2.36%)
1,176		Chart Industries, Inc. 1			71,106				94,092
		Trading Companies & Distributors (2.33%)
2,826		MRC Global, Inc. 1			64,896				93,060
Total Industrials					310,667				358,695
Materials (7.08%)
		Diversified Metals & Mining (2.59%)
1,012		Freeport-McMoRan Copper & Gold, Inc.			39,517				33,497
1,812		Globe Specialty Metals, Inc.			25,065				25,223
2,751		SunCoke Energy, Inc. 1			45,639				44,924
					110,221				103,644
		Fertilizers & Agricultural Chemicals (0.96%)
10,176		Agrinos AS (Mexico) 1,2			58,502				38,329
		Forest Products (1.10%)
1,297		Boise Cascade Co. 1			27,392				44,020
		Gold (0.80%)
3,370		Sandstorm Gold Ltd. 1,2			40,156				31,847
		Specialty Chemicals (0.43%)
229		Cytec Industries, Inc.			13,701				16,964
		Steel (1.20%)
2,300		SunCoke Energy Partners LP 1			44,317				48,070
Total Materials					294,289				282,874
Total Common Stocks					3,417,518				3,839,241
Principal Amount
Short Term Investments (3.13%)
$124,934		Repurchase Agreement with Fixed Income Clearing Corp., dated 3/28/2013, 0.01% due 4/1/2013; Proceeds at maturity - $124,934; (Fully collateralized by $130,000 U.S. Treasury Note, 0.625% due 11/30/2017; Market value - $130,000) 3			124,934				124,934

Total Investments (99.22%)		$	3,542,452				3,964,175
Cash and Other Assets Less Liabilities (0.78%)							31,269
Net Assets						$	3,995,444
Retail Shares (Equivalent to $10.56 per share based on 231,510 shares outstanding)						$	2,444,439
Institutional Shares (Equivalent to $10.59 per share based on 146,492 shares outstanding)						$	1,551,005

%		Represents percentage of net assets.
1		Non-income producing securities.
2		Foreign corporation.
3		Level 2 security. See Note 4 regarding Fair Value Measurements.
		All securities are Level 1, unless otherwise noted.

 

See Notes to Schedules of Investments.

---

Baron Global Advantage Fund

SCHEDULE OF INVESTMENTS

MARCH 31, 2013 (UNAUDITED)

Shares				Cost				Value
Common Stocks (99.19%)
Brazil (6.72%)
14,925		BM&FBOVESPA SA		$	82,055			$	100,743
6,011		Cetip SA - Mercados Organizados			77,560				71,391
1,320		M. Dias Branco SA			37,607				52,095
Total Brazil					197,222				224,229
Canada (3.09%)
2,824		Brookfield Asset Management, Inc., Cl A			96,385				103,048
China (3.82%)
520		Baidu, Inc., ADR 1			64,751				45,604
3,236		New Oriental Education & Technology Group, ADR			73,889				58,248
1,405		Youku Tudou, Inc. 1			33,525				23,562
Total China					172,165				127,414
Denmark (1.37%)
1,895		DSV A/S 3			43,064				45,859
Germany (2.78%)
1,058		BASF SE			83,704				92,656
Hong Kong (4.03%)
975		Jardine Matheson Holdings Ltd.			49,872				63,473
26,622		Wynn Macau Ltd. 1			78,458				70,820
Total Hong Kong					128,330				134,293
Indonesia (8.31%)
389,586		Global Mediacom Tbk PT			84,061				93,212
177,358		MNC Sky Vision Tbk PT 1			39,149				40,153
23,747		Sarana Menara Nusantara Tbk PT 1			52,097				63,537
128,836		Tower Bersama Infrastructure Tbk PT 1			43,064				80,212
Total Indonesia					218,371				277,114
Ireland (0.90%)
15,085		Velti plc 1,2			95,413				29,868
Israel (1.92%)
1,361		Check Point Software Technologies Ltd. 1			61,645				63,953
Mexico (0.30%)
2,682		Agrinos AS 1			20,694				10,102
Netherlands (1.77%)
878		ASML Holding N.V.			55,019				59,053
Norway (1.73%)
2,083		Seadrill Partners, LLC			45,826				57,803
United Kingdom (4.76%)
6,069		ARM Holdings plc			48,217				84,930
1,436		Intertek Group plc			59,577				74,033
Total United Kingdom					107,794				158,963

Shares					Cost				Value
Common Stocks (continued)
United States (57.69%)
2,083		Acxiom Corp. 1		$	40,652			$	42,493
474		Amazon.com, Inc. 1			107,779				126,316
258		Apple, Inc.			146,462				114,199
2,578		CyrusOne, Inc.			48,982				58,882
451		Equinix, Inc. 1			73,330				97,556
2,984		Facebook, Inc., Cl A 1			90,841				76,331
2,354		Golar LNG Ltd.			83,449				87,004
209		Google, Inc., Cl A 1			133,136				165,952
5,580		Greenlight Capital Re Ltd., Cl A 1			136,086				136,431
1,727		HomeAway, Inc. 1			44,967				56,128
2,117		ICICI Bank Limited, ADR			69,519				90,819
1,773		Illumina, Inc. 1			77,685				95,742
145		MasterCard, Inc., Cl A			64,694				78,464
566		Monsanto Co.			43,298				59,787
2,044		MPLX LP			51,531				76,548
141		priceline.com, Inc. 1			99,522				96,998
1,684		Susser Petroleum Partners LP			37,993				54,730
1,521		Tesoro Logistics LP			68,289				82,088
1,996		TRI Pointe Homes, Inc. 1			36,532				40,219
769		Verisk Analytics, Inc., Cl A 1			37,775				47,393
473		Visa, Inc., Cl A			57,581				80,334
2,537		Xoom Corp. 1			40,592				57,945
1,422		YUM! Brands, Inc.			99,510				102,299
Total United States					1,690,205				1,924,658
Total Investments (99.19%)				$	3,015,837				3,309,013
Cash and Other Assets Less Liabilities (0.81%)									27,090
Net Assets								$	3,336,103
Retail Shares (Equivalent to $10.62 per share based on 146,122 shares outstanding)								$	1,551,279
Institutional Shares (Equivalent to $10.64 per share based on 167,782 shares outstanding)								$	1,784,824

%		Represents percentage of net assets.
1		Non-income producing securities.
2		The value on loan at March 31, 2013 amounted to $29,700 which represents 0.89% of net assets. See Note 2c regarding Securities Lending.
3		Level 2 security. See Note 4 regarding Fair Value Measurements.
ADR		American Depositary Receipt.
		All securities are Level 1, unless otherwise noted.

Summary of Investments by Sector		Percentage
as of March 31, 2013		of Net Assets
Information Technology			30.6	%
Consumer Discretionary			20.5
Financials			16.8
Energy			10.7
Industrials			6.9
Materials			4.9
Telecommunication Services			4.3
Health Care			2.9
Consumer Staples			1.6
Cash and Cash Equivalents			0.8
			100.0	%

 

See Notes to Schedules of Investments.

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED)

1. ORGANIZATION

Baron Select Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company established as a Delaware statutory trust on April 30, 2003. The Trust currently offers seven series (individually, a “Fund” and collectively, the “Funds”): Baron Partners Fund, Baron Focused Growth Fund, Baron Real Estate Fund and Baron Energy and Resources Fund, which are non-diversified; and Baron International Growth Fund, Baron Emerging Markets Fund, and Baron Global Advantage Fund, which are diversified. The Funds’ investment goal is to seek capital appreciation. Baron Partners Fund may employ “leverage” by borrowing money and using it for the purchase of additional securities. Borrowing for investment increases both investment opportunity and investment risk. Baron International Growth Fund, Baron Emerging Markets Fund and Baron Global Advantage Fund invest their assets primarily in non-U.S. companies. Baron Real Estate Fund invests its assets primarily in U.S. and non-U.S. real estate and real estate-related companies. Baron Energy and Resources Fund invests its assets primarily in common stock of U.S. and non-U.S. energy and resources companies and related companies and energy and resources master limited partnerships (“MLPs”) of any market capitalization.

Each Fund offers two classes of shares, Retail Shares and Institutional Shares, which differ only in their ongoing fees, expenses and eligibility requirements. Retail Shares are offered to all investors. Institutional Shares are for investments in the amount of $1 million or more per Fund. Institutional Shares are intended for certain financial intermediaries that offer shares of Baron Funds through fee based platforms, retirement platforms or other platforms. Each class of shares has equal rights to earnings and assets, except that each class bears different expenses for distribution and shareholder servicing. Each Fund’s investment income, realized and unrealized gains or losses on investments and foreign currency, and expenses other than those attributable to a specific class are allocated to each class based on its relative net assets. Each class of shares has exclusive voting rights with respect to matters that affect just that class.

Baron Partners Fund was organized originally as a limited partnership in January 1992, under the laws of the State of Delaware. Effective as of the close of business on April 30, 2003, the predecessor partnership was reorganized into a Delaware statutory trust. Baron Partners Fund commenced operations on April 30, 2003 with a contribution of assets and liabilities, including securities-in-kind from the predecessor partnership.

Baron Focused Growth Fund was organized originally as a limited partnership in May 1996, under the laws of the State of Delaware. Effective as of the close of business on June 30, 2008, the predecessor partnership was reorganized into a series of the Trust. Baron Focused Growth Fund commenced operations on June 30, 2008 with a contribution of assets and liabilities, including securities-in-kind from the predecessor partnership.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

a) Security Valuation. The Funds’ share prices or net asset values are calculated as of the close of the regular trading session (usually 4 p.m. E.T.) on the New York Stock Exchange (“NYSE”) on any day on which the NYSE is open. Portfolio securities traded on any national stock exchange are valued based on the last sale price. For securities traded on NASDAQ, the Funds use the NASDAQ Official Closing Price. Where market quotations are not readily available, or, if in BAMCO, Inc.’s (the “Adviser”) judgment, they do not accurately reflect the fair value of a security, or an event occurs after the market close but before the Funds are priced that materially affects the value of a security, the securities will be valued by the Adviser using policies and procedures approved by the Board of Trustees (the “Board”). The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior executives and the Committee reports to the Board every quarter. Factors the Committee considers when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or quotations are genuine. There can be no guarantee, however, that a fair valuation used by the Funds on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market. Debt instruments having a remaining maturity greater than 60 days will be valued on the basis of prices obtained from a pricing service approved by the Board or at the mean of the bid and ask prices from the dealer maintaining an active market in that security. Money market instruments held by the Funds with a remaining maturity of 60 days or less are valued at amortized cost, which approximates fair value.

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

Non-U.S. equity securities are valued on the basis of their most recent closing market prices and translated into U.S. dollars at 4 p.m. E.T., except under the circumstances described below. Most foreign markets close before 4 p.m. E.T. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as fifteen hours old at 4 p.m. E.T. If the Adviser determines that developments between the close of the foreign markets and 4 p.m. E.T. will, in its judgment, materially affect the value of some or all of the Funds’ non-U.S. securities, the Adviser will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. E.T. In deciding whether to make these adjustments, the Adviser reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent non-U.S. securities and baskets of non-U.S. securities. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Funds are open. The Adviser uses an outside pricing service which utilizes a systematic methodology to provide it with closing market prices and information used for adjusting those prices. The Adviser cannot predict how often it will use closing prices or how often it will adjust those prices. As a means of evaluating its fair value process, the Adviser routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

b) Foreign Currency Translations. Values of assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the price of such currencies at the time the net asset value is determined. Purchases and sales of investments and dividend income are converted at the prevailing rate of exchange on the respective dates of such transactions. Net realized gain (loss) on foreign currency transactions include gain (loss) arising from the fluctuation in the exchange rates between trade and settlement dates on security transactions and currency gain (loss) between the accrual and payment dates on dividends and foreign withholding taxes. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency transactions. The Funds may invest in foreign securities and foreign currency transactions that may involve risks not associated with domestic investments as a result of the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, among others.

c) Securities Lending. The Funds may lend securities to certain brokers. Upon such loans, the Funds receive collateral which is maintained by the custodian. The Funds earn interest on such collateral and earn income in the form of negotiated lenders’ fees. Securities loaned are required to be secured at all times by collateral equal to at least 102% of the market value of the securities loaned. Risks may arise upon entering into securities lending to the extent that the value of the collateral is less than the value of the securities loaned due to the changes in the value of collateral or the loaned securities. The Funds may receive collateral in the form of cash or other eligible securities, such as a letter of credit issued by a U.S. bank or securities issued or guaranteed by the U.S. government. Securities purchased with cash collateral are subject to the risks inherent in investing in these securities.

At March 31, 2013, Baron Global Advantage Fund had securities on loan with a value of $29,700 and held $30,000 of cash as collateral for this loan.

d) Short Sales. The Funds may sell securities short. When the Funds sell short, the Funds record a liability for securities sold short and record an asset equal to the proceeds received. The amount of the liability is subsequently marked to market to reflect the market value of the securities sold short. The Funds may incur dividend expense if a security that has been sold short declares a dividend. The Funds are exposed to market risk based on the amount, if any, that the market value of the securities sold short exceeds the proceeds received. The Funds are required to maintain collateral in a segregated account for the outstanding short sales. Short sales involve elements of market risks and exposure to loss in excess of the amount recognized in the Schedules of Investments. The Funds’ risk of loss in these types of short sales is unlimited because there is no limit to the cost of replacing the borrowed security. During the three months ended March 31, 2013, the Funds did not engage in short selling.

e) Repurchase Agreements. The Funds may invest in repurchase agreements, which are short-term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, equals at least 102% of the principal amount of the repurchase transaction. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited.

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

f) Fund Concentration. Certain of the Funds hold relatively concentrated portfolios that may contain fewer securities or industries than the portfolios of other mutual funds. Holding a relatively concentrated portfolio may increase the risk that the value of a Fund could decrease because of the poor performance of one or a few investments. Additionally, these Funds may encounter some difficulty in liquidating securities of concentrated positions.

3. RESTRICTED SECURITIES

At March 31, 2013, investments in securities included securities that are restricted and/or illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale and are valued pursuant to the policies and procedures for fair value pricing approved by the Board. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Funds may receive more or less than this valuation in an actual sale and that difference could be material. At March 31, 2013, the Funds held investments in restricted and/or illiquid securities that were valued pursuant to policies and procedures for fair value pricing as follows:

			Baron Partners Fund
Name of Issuer			Acquisition Date(s)				Value
Private Equity Investments
Kerzner International Holdings Ltd., Cl A			9/27/2006			$	6,201,000
Windy City Investments Holdings, L.L.C.			11/13/2007-1/27/2011				28,194,364
Total Restricted Securities:						$	34,395,364
(Cost $80,134,888) † (3.36% of Net Assets)

			Baron International Growth Fund
Name of Issuer			Acquisition Date				Value
Private Equity Investments
Better Place, Inc., Series C Preferred			12/1/2011			$	2,423
(Cost $275,001) (0.01% of Net Assets)

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† See Schedules of Investments for cost of individual securities.

4. FAIR VALUE MEASUREMENTS

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

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

•		Level 1 – quoted prices in active markets for identical assets or liabilities;
•		Level 2 – prices determined using other significant inputs that are observable, either directly or indirectly, through corroboration with observable market data (which could include quoted prices for similar assets or liabilities, interest rates, credit risk, etc.);
•		Level 3 – prices determined using significant unobservable inputs when quoted prices or observable inputs are unavailable, such as when there is little or no market activity for an asset or liability (unobservable inputs reflect each Fund’s own assumptions in determining the fair value of assets or liabilities and would be based on the best information available).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, non-U.S. securities, whose markets close hours before the Funds value their holdings may require revised valuations due to significant movement in the U.S. markets. Since these values are not obtained from quoted prices in an active market such securities are reflected as Level 2.

The Funds have procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available or which may not be reliably priced. Under these procedures, the Funds primarily employ a market-based approach, which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. The Funds may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

The following is a summary of the inputs used as of March 31, 2013 in valuing the Funds’ investments carried at fair value:

			Baron Partners Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	1,205,616,933			$	—			$	—			$	1,205,616,933
Private Equity Investments †				—				—				34,395,364				34,395,364
Total Investments			$	1,205,616,933			$	—			$	34,395,364			$	1,240,012,297

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on March 31, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three month period ended March 31, 2013.

			Baron Focused Growth Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	134,815,368			$	—			$	—			$	134,815,368
Short Term Investments				—				12,498,563				—				12,498,563
Total Investments			$	134,815,368			$	12,498,563			$	—			$	147,313,931

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on March 31, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three month period ended March 31, 2013.

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^† See Schedules of Investments for additional detailed categorizations.

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

			Baron International Growth Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	51,333,766			$	1,140,622			$	—			$	52,474,388
Private Equity Investments †				—				—				2,423				2,423
Short Term Investments				—				1,582,327				—				1,582,327
Total Investments			$	51,333,766			$	2,722,949			$	2,423			$	54,059,138

The fair value of Level 2 investments at December 31, 2012 was $31,732,361. $28,699,174 was transferred out of Level 2 into Level 1 at March 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

			Baron Real Estate Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	375,220,158			$	—			$	—			$	375,220,158
Short Term Investments				—				31,478,119				—				31,478,119
Total Investments			$	375,220,158			$	31,478,119			$	—			$	406,698,277

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on March 31, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three month period ended March 31, 2013.

			Baron Emerging Markets Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	16,644,529			$	820,868			$	—			$	17,465,397
Warrants †				1,491				—				—				1,491
Short Term Investments				—				2,129,015				—				2,129,015
Total Investments			$	16,646,020			$	2,949,883			$	—			$	19,595,903

The fair value of Level 2 investments at December 31, 2012 was $4,441,324. $6,531,394 was transferred out of Level 2 into Level 1 at March 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

			Baron Energy and Resources Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	3,778,560			$	60,681			$	—			$	3,839,241
Short Term Investments				—				124,934				—				124,934
Total Investments			$	3,778,560			$	185,615			$	—			$	3,964,175

The fair value of Level 2 investments at December 31, 2012 was $303,006. $68,202 was transferred out of Level 2 into Level 1 at March 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

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^† See Schedules of Investments for additional detailed categorizations.

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

			Baron Global Advantage Fund
							Other
			Quoted Prices in				Significant				Significant
			Active Markets for				Observable				Unobservable
			Identical Assets				Inputs				Inputs
Description			(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks †			$	3,263,154			$	45,859			$	—			$	3,309,013
Total Investments			$	3,263,154			$	45,859			$	—			$	3,309,013

The fair value of Level 2 investments at December 31, 2012 was $654,163. $618,389 was transferred out of Level 2 into Level 1 at March 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

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^† See Schedules of Investments for additional detailed categorizations.

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

		Baron Partners Fund
																																											Change in Net
																																											Unrealized
														Net Change in																													Appreciation
		Balance as of				Accrued								Unrealized														Transfers					Transfers										(Depreciation) from
		December 31,				Premiums/				Net Realized				Appreciation														Into					Out of					Balance as of					Investments still held
Investments in Securities		2012				Discounts				Gain (Loss)				(Depreciation)				Purchases					Sales					Level 3					Level 3					March 31, 2013					at March 31, 2013
Private Equity Investments Consumer Discretionary		$	5,265,000			$	—			$	—			$	936,000			$	—				$	—				$	—				$	—				$	6,201,000				$	936,000
Financials			23,646,886				—				—				4,547,478				—					—					—					—					28,194,364					4,547,478
Total		$	28,911,886			$	—			$	—			$	5,483,478			$	—				$	—				$	—				$	—				$	34,395,364				$	5,483,478

		Baron International Growth Fund
																																											Change in Net
																																											Unrealized
														Net Change in																													Appreciation
		Balance as of				Accrued								Unrealized														Transfers					Transfers										(Depreciation) from
		December 31,				Premiums/				Net Realized				Appreciation														Into					Out of					Balance as of					Investments still held
Investments in Securities		2012				Discounts				Gain (Loss)				(Depreciation)				Purchases					Sales					Level 3					Level 3					March 31, 2013					at March 31, 2013
Private Equity Investments
Utilities		$	2,423			$	—			$	—			$	—			$	—				$	—				$	—				$	—				$	2,423				$	—
Total		$	2,423			$	—			$	—			$	—			$	—				$	—				$	—				$	—				$	2,423				$	—

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Baron Select Funds Trust

March 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

Significant unobservable valuation inputs developed by the Adviser for significant (greater than 1% of net assets) Level 3 investments as of March 31, 2013 were as follows:

Baron Partners Fund
Sector	Company	Fair Value as of March 31, 2013	Valuation Technique	Unobservable Input	Weighted Average used on March 31, 2013	Range used on March 31, 2013
Private Equity Investments: Financials	Windy City Investments Holdings, L.L.C.	$28,194,364	Combination of Market Comparables and Option Pricing methods	Estimated volatility of the returns of the enterprise value 1	6.34%	6.34%
				Discount for lack of marketability	4.58%	4.58%
				EV/Run Rate EBITDA Multiple 2	9.67x	7.2x to 11.0x
				Adjustment to the EBITDA Multiple due to leverage 2	10.6%	10.6%
				Change in the composite equity index of comparable companies	0.86%	-1.54% to 1.38%

1		The volatility was derived using the historical returns of the publicly traded debt of Nuveen Investments, Inc. and the historical returns of the equity of comparable public companies.
2		The multiple was derived as a simple average of the multiples of comparable companies. The derived EBITDA multiple was increased by 10.6% to 9.67x. This increase adjusts for leverage, as Nuveen Investments, Inc. is more levered than its comparable companies.

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

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of March 31, 2013, the components of net assets on a tax basis were substantially as follows:

						Baron				Baron								Baron				Baron				Baron
		Baron				Focused				International				Baron				Emerging				Energy and				Global
		Partners				Growth				Growth				Real Estate				Markets				Resources				Advantage
		Fund				Fund				Fund				Fund				Fund				Fund				Fund
Cost of investments		$	630,909,708			$	98,356,634			$	41,040,037			$	370,346,255			$	18,246,667			$	3,542,452			$	3,015,837
Unrealized appreciation		$	654,842,113			$	49,802,539			$	15,654,016			$	37,579,533			$	2,291,540			$	565,680			$	477,167
Unrealized depreciation			(45,739,524	)			(845,242	)			(2,634,915	)			(1,227,511	)			(942,304	)			(143,957	)			(183,991	)
Net unrealized appreciation		$	609,102,589			$	48,957,297			$	13,019,101			$	36,352,022			$	1,349,236			$	421,723			$	293,176

For additional information regarding the Funds' other significant accounting policies, please refer to the Funds' most recent Annual or Semi-Annual shareholder report filed on the U.S. Securities and Exchange Commission's website, www.sec.gov.

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Item 2.		Controls and Procedures.
(a)		The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b)		There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 3.		Exhibits
1.		The certifications of the Registrant as required by Rule 30a-2(a) under the 1940 Act are exhibits to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Baron Select Funds
	By:	/s/    RONALD BARON
		Ronald Baron
		Chief Executive Officer
	Date:	May 21, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	By:	/s/    RONALD BARON
		Ronald Baron
		Chief Executive Officer
	By:	/s/    PEGGY WONG
		Peggy Wong
		Treasurer and Chief Financial Officer
	Date	May 21, 2013