0001193125-09-116786 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • May 21st, 2009 • Baron Select Funds • New York

This Advisory Agreement, made the 20th day of May, 2008, and amended and restated as of May 12, 2009, by and between BAMCO, Inc., a New York corporation (“BAMCO”) and Baron Retirement Income Fund (“Client”), a series of Baron Select Funds, a Delaware statutory trust.

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Distribution Agreement Amended and Restated as of May 12, 2009
Distribution Agreement • May 21st, 2009 • Baron Select Funds • New York

This Distribution Agreement, entered into the 30th day of April, 2003, and amended and restated as of May 12, 2009 by and between Baron Capital, Inc. (“BCI”), a New York corporation and Baron Select Funds, a Delaware statutory trust (the “Trust”) with respect to the shares of beneficial interest of all series of the Trust now in existence or subsequently created (each, a “Fund” and collectively, the “Funds”).

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