0000919574-10-007077 Sample Contracts

FEE WAIVER AND OPERATING EXPENSES LIMITATION AGREEMENT
Fee Waiver And • December 21st, 2010 • Fairholme Funds Inc • Maryland

THIS AGREEMENT (the "Agreement"), dated as of the _________ day of ___________, is by and between Fairholme Funds, Inc. (the "Company"), on behalf of its series The Fairholme Allocation Fund (the "Fund"), and Fairholme Capital Management, L.L.C. (the "Manager").

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UNDERWRITING AGREEMENT
Underwriting Agreement • December 21st, 2010 • Fairholme Funds Inc

THIS UNDERWRITING AGREEMENT (the "Agreement") is made as of October 21, 2010 by and among FAIRHOLME DISTRIBUTORS, INC., a Delaware corporation ("Distributor"), FAIRHOLME FUNDS, INC., a Maryland corporation (the "Fund Company") and FAIRHOLME CAPITAL MANAGEMENT, L.L.C. (the "Advisor"), which is a party hereto with respect to Section 5 only.

Transfer Agency Services Agreement Amended Exhibit A
Transfer Agency Services Agreement • December 21st, 2010 • Fairholme Funds Inc

This Amended Exhibit A, amended and restated as of October 22, 2010, is Exhibit A to that certain Transfer Agency Services Agreement dated as of January 14, 2009 and amended on December 17, 2009 and on April 19, 2010, among Fairholme Funds, Inc., Fairholme Capital Management, L.L.C. (which is a party to the Agreement with respect to Section 9 only) and BNY Mellon Investment Servicing (US) Inc. (f\k\a PNC Global Investment Servicing (U.S.) Inc.).

Administration and Accounting Services Agreement Amended Exhibit A
Administration and Accounting Services Agreement • December 21st, 2010 • Fairholme Funds Inc

This Amended Exhibit A, amended and restated as of October 22, 2010, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of January 14, 2009 and amended on December 17, 2009, among Fairholme Funds, Inc., Fairholme Capital Management, L.L.C. (which is a party to the Agreement with respect to Section 9 only) and BNY Mellon Investment Servicing (US) Inc. (f\k\a PNC Global Investment Servicing (U.S.) Inc.).

SUPPORT SERVICES (formerly CALL CENTER) AGREEMENT
Agreement • December 21st, 2010 • 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, October 20, 2009 and October 21, 2010 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.

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