0000919574-09-015798 Sample Contracts

FAIRHOLME FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT THE FAIRHOLME FOCUSED INCOME FUND
Investment Management Agreement • October 21st, 2009 • Fairholme Funds Inc • Maryland

This Agreement is made and entered into as of the ______ of __________, 2009, by and between Fairholme Funds, Inc., a Maryland corporation (the "Company"), on behalf of The Fairholme Focused Income Fund series (the "Portfolio"), and Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Manager").

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FEE WAIVER AND OPERATING EXPENSES LIMITATION AGREEMENT
Fee Waiver And • October 21st, 2009 • Fairholme Funds Inc • Maryland

THIS AGREEMENT (the "Agreement"), dated as of the ___ day of _________, 2009, is by and between Fairholme Funds, Inc. (the "Company"), on behalf of its series The Fairholme Focused Income Fund (the "Fund"), and Fairholme Capital Management, LLC (the "Manager").

CALL CENTER AGREEMENT
Call Center Agreement • October 21st, 2009 • Fairholme Funds Inc • Pennsylvania

THIS AGREEMENT is made and entered into as of the 22nd day of January, 2007, and amended on July 24, 2008, January 1, 2009 and October 20, 2009 by and among Fairholme Funds, Inc., a Maryland corporation (the “Corporation”) and FCM Services, Inc., a Delaware corporation (“FCMS”) and Fairholme Capital Management, L.L.C., a Delaware limited liability company (the “Adviser”), which is a party hereto with respect to Section 3 only.

Amended Exhibit A
A • October 21st, 2009 • Fairholme Funds Inc

This Amended Exhibit A, amended and restated as of October 21, 2009 for the addition of The Fairholme Focused Income Fund, is Exhibit A to that certain Underwriting Agreement dated January 14, 2009 between Fairholme Funds, Inc., Fairholme Capital Management, L.L.C. (which is a party to the Agreement with respect to Section 5 only) and PFPC Distributors, Inc.

Amended Exhibit A
A • October 21st, 2009 • Fairholme Funds Inc

This Amended Exhibit A, amended and restated as of October 21, 2009 for the addition of The Fairholme Focused Income Fund, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of January 14, 2009 between Fairholme Funds, Inc., Fairholme Capital Management, L.L.C. (which is a party to the Agreement with respect to Section 9 only) and PNC Global Investment Servicing (U.S.) Inc.

Amended Exhibit A
A • October 21st, 2009 • Fairholme Funds Inc

This Amended Exhibit A, amended and restated as of October 21, 2009 for the addition of The Fairholme Focused Income Fund, is Exhibit A to that certain Transfer Agency Services Agreement dated as of January 14, 2009 between Fairholme Funds, Inc., Fairholme Capital Management, L.L.C. (which is a party to the Agreement with respect to Section 9 only) and PNC Global Investment Servicing (U.S.) Inc.

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