FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 18th
day of
December, 2006, by and among FAIRHOLME
FUNDS, INC.,
a
Maryland corporation (the “Company”) and U.S.
BANCORP FUND SERVICES, LLC,
a
Wisconsin limited liability company (“USBFS”) and
FAIRHOLME CAPITAL MANAGEMENT, L.L.C.,
a
Delaware limited liability company (the “Advisor”), which is a party hereto with
respect to Section 3 only.
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of common stock in separate series, with each such
series representing interests in a separate portfolio of securities and other
assets;
WHEREAS,
the Advisor is the investment advisor to the Company pursuant to an investment
advisory agreement with the Company and an operating services agreement with
the
Company, which obligates the Advisor to provide, or to arrange for other
companies to provide, certain services to the Company, including the services
set forth in this Agreement, and to pay the companies for the provision of
the
services;
WHEREAS,
USBFS is, among other things, in the business of providing fund administration
services for the benefit of its customers; and
WHEREAS,
the Company desires to retain USBFS to provide fund administration services
to
each series of the Company listed on Exhibit
A
hereto
(as amended from time to time) (each a “Fund” and collectively, the “Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of USBFS as Administrator
|
The
Company hereby appoints USBFS as administrator of the Company on the terms
and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to those matters
expressly set forth herein, and no implied duties are assumed by or may be
asserted against USBFS hereunder.
| 2. |
Services
and Duties of USBFS
|
USBFS
shall provide the following administration services to the Fund:
| A. |
General
Fund Management:
|
(1)Act
as
liaison among Fund service providers that are affiliated with USBFS.
| (2) |
Supply:
|
| a. |
Corporate
secretarial services.
|
| b. |
Office
facilities (which may be in USBFS’s, or an affiliate’s, own offices).
|
| c. |
Non-investment-related
statistical and research data as
needed.
|
| (3) |
Coordinate
the Company’s Board of Directors’ (the “Board of Directors” or the
“Directors”) communications, such as:
|
| a. |
Prepare
meeting agendas and resolutions, with the assistance of Fund counsel.
|
| b. |
Prepare
reports for the Board of Directors based on financial and administrative
data.
|
| c. |
Evaluate
independent auditor.
|
| d. |
Secure
and monitor fidelity bond and director and officer liability coverage,
and
make the necessary Securities and Exchange Commission (the “SEC”) filings
relating thereto.
|
| e. |
Prepare
minutes of meetings of the Board of Directors and Fund shareholders.
|
| f. |
Recommend
dividend declarations to the Board of Directors and prepare and distribute
to appropriate parties notices announcing declaration of dividends
and
other distributions to shareholders.
|
| g. |
Provide
personnel to serve as officers of the Company if so elected by the
Board
of Directors, attend Board of Directors meetings and present materials
for
Directors’ review at such meetings.
|
| (4) |
Audits:
|
| a. |
Prepare
appropriate schedules and assist independent auditors.
|
| b. |
Provide
information to the SEC and facilitate audit process.
|
| c. |
Provide
office facilities.
|
| (5) |
Assist
in overall operations of the Fund.
|
| (6) |
Pay
Fund expenses upon written authorization from the Company.
|
| (7) |
Keep
the Company’s governing documents, including its charter, bylaws and
minute books, but only to the extent such documents are provided
to USBFS
by the Company or its representatives for safe
keeping.
|
| B. |
Compliance:
|
| (1) |
Regulatory
Compliance:
|
| a. |
Monitor
compliance with the 1940 Act requirements, including:
|
(i) Asset
diversification tests.
(ii) Total
return and SEC yield calculations.
(iii) Maintenance
of books and records under Rule 31a-3.
(iv) Code
of
ethics requirements under Rule 17j-1 for the disinterested Directors.
| b. |
Monitor
Fund's compliance with the policies and investment limitations as
set
forth in its prospectus (the “Prospectus”) and statement of additional
information (the “SAI”).
|
2
| c. |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
Company in connection with any certification required of the Company
pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same
shall not
be deemed to change USBFS’s standard of care as set forth
herein.
|
| d. |
Monitor
applicable regulatory and operational service issues, and update
Board of
Directors periodically.
|
| (2) |
Blue
Sky Compliance:
|
| a. |
Prepare
and file with the appropriate state securities authorities any and
all
required compliance filings relating to the qualification of the
securities of the Fund so as to enable the Fund to make a continuous
offering of its shares in all states.
|
| b. |
Monitor
status and maintain registrations in each state.
|
| c. |
Provide
updates regarding material developments in state securities regulation.
|
| (3) |
SEC
Registration and Reporting:
|
| a. |
Assist
Fund counsel in annual update of the Prospectus and SAI and in preparation
of proxy statements as needed.
|
| b. |
Prepare
and file annual and semiannual shareholder reports, Form N-SAR, Form
N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested
by the
Company, prepare and file Form N-PX
filings.
|
| c. |
Coordinate
the printing, filing and mailing of Prospectuses and shareholder
reports,
and amendments and supplements thereto.
|
| d. |
File
fidelity bond under Rule 17g-1.
|
| e. |
Monitor
sales of Fund shares and ensure that such shares are properly registered
or qualified, as applicable, with the SEC and the appropriate state
authorities.
|
| (4) |
IRS
Compliance:
|
| a. |
Monitor
the Company’s status as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended (the “Code”), including
without limitation, review of the following:
|
(i)
Asset
diversification requirements.
(ii)
Qualifying
income requirements.
(iii)
Distribution
requirements.
| b. |
Calculate
required distributions (including excise tax distributions).
|
3
| C. |
Financial
Reporting:
|
| (1) |
Provide
financial data required by the Prospectus and
SAI.
|
| (2) |
Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Board of Directors, the SEC, and independent
accountants.
|
| (3) |
Supervise
the Fund’s custodian and fund accountants in the maintenance of the Fund’s
general ledger and in the preparation of the Fund’s financial statements,
including oversight of expense accruals and payments, the determination
of
net asset value and the declaration and payment of dividends and
other
distributions to shareholders.
|
| (4) |
Compute
the yield, total return, expense ratio and portfolio turnover rate
of each
class of the Fund.
|
| (5) |
Monitor
the expense accruals and notify the Company’s management of any proposed
adjustments.
|
| (6) |
Prepare
monthly financial statements, which include, without limitation,
the
following items:
|
| a. |
Schedule
of Investments.
|
| b. |
Statement
of Assets and Liabilities.
|
| c. |
Statement
of Operations.
|
| d. |
Statement
of Changes in Net Assets.
|
| e. |
Cash
Statement.
|
| f. |
Schedule
of Capital Gains and Losses.
|
| (7) |
Prepare
quarterly broker security transaction summaries.
|
| D. |
Tax
Reporting:
|
| (1) |
Prepare
and file on a timely basis appropriate federal and state tax returns
including, without limitation, Forms 1120/8613, with any necessary
schedules.
|
| (2) |
Prepare
state income breakdowns where relevant.
|
| (3) |
File
Form 1099 for payments to disinterested Directors and other service
providers.
|
| (4) |
Monitor
wash sale losses.
|
| (5) |
Calculate
eligible dividend income for corporate
shareholders.
|
|
E.
|
Service
Standards
|
USBFS
agrees to provide the services set forth in this Section 2 in
accordance with the applicable service standards set forth in Exhibit
B
| 3. |
Compensation
|
USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit
C
hereto
(as amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Advisor, or its designated affiliate or
agent, shall pay all such fees and reimbursable expenses within 30 calendar
days
following receipt of the billing notice, except for any fee or expense subject
to a good faith dispute. The Advisor, or its designated affiliate or agent,
shall notify USBFS in writing within 30 calendar days following receipt of
each
invoice if the Advisor, or its designated affiliate or agent, is disputing
any
amounts in good faith. The Advisor, or its designated affiliate or agent, shall
pay such disputed amounts within 10 calendar days of the day on which the
parties agree to the amount to be paid. With the exception of any fee or expense
the Advisor, or its designated affiliate or agent, is disputing in good faith
as
set forth above, unpaid invoices shall accrue a finance charge of 1½% per month
after the due date.
4
| 4. |
Representations
and Warranties
|
| A. |
The
Company hereby represents and warrants to USBFS, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by the
Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance
with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies
of
creditors and secured parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| B. |
USBFS
hereby represents and warrants to the Company, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by USBFS
in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties;
|
5
|
(3)
|
It
(i) has compliance policies and procedures reasonably designed to
ensure
compliance with the Federal Securities Laws as that term is defined
in
Rule 38a-1 under the 1940 Act, (ii) will upon request provide reports
and
certifications in a mutually agreed upon form to the Company’s Chief
Compliance Officer regarding the foregoing, and (iii) will maintain
appropriate records in accordance with Rule
38a-1;
|
|
(4)
|
To
the extent it has access to the Fund’s portfolio holdings prior to their
public dissemination, it will comply with the Fund’s portfolio holdings
disclosure policy;
|
|
(5)
|
It
will maintain a disaster recovery and business continuity plan and
adequate and reliable computer and other telecommunications equipment
as
are commercially reasonable to carry out its obligations under this
Agreement and, upon the Company’s reasonable request, will provide
supplemental information concerning the aspects of USBFS’ disaster
recovery and business continuity plan that are relevant to the services
provided by USBFS hereunder; and
|
|
(6)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| 5. |
Standard
of Care; Indemnification; Limitation of Liability
|
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. USBFS shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Company in connection with
its
duties under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’s control, except a loss arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or
from its
bad faith, negligence, or willful misconduct in the performance of
its
duties under this Agreement.
|
The
Company shall indemnify and hold harmless USBFS from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that USBFS may sustain or incur or that
may be asserted against USBFS by any person arising out of any action taken
or
omitted to be taken by it in performing the services hereunder (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of the Company,
as
approved by the Board of Directors of the Company, except for any and all
claims, demands, losses, expenses, and liabilities arising out of or relating
to
USBFS’s refusal or failure to comply with the terms of this Agreement or from
its bad faith, negligence or willful misconduct in the performance of its duties
under this Agreement. This indemnity shall be a continuing obligation of the
Company, its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s
directors, officers and employees.
6
USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that the Company may sustain or incur or
that may be asserted against the Company by any person arising out of any action
taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure
to comply with the terms of this Agreement, or from its bad faith, negligence,
or willful misconduct in the performance of its duties under this Agreement.
This indemnity shall be a continuing obligation of USBFS, its successors and
assigns, notwithstanding the termination of this Agreement. As used in this
paragraph, the term “Company” shall include the Company’s directors, officers
and employees.
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of USBFS. USBFS agrees
that it shall, at all times, have reasonable contingency plans with appropriate
parties, making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Company shall be entitled to inspect USBFS’s premises and
operating capabilities at any time during regular business hours of USBFS,
upon
reasonable notice to USBFS. Moreover, USBFS shall provide the Company, at such
times as the Company may reasonably require, copies of reports rendered by
independent accountants on the internal controls and procedures of USBFS
relating to the services provided by USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
| B. |
In
order that the indemnification provisions contained in this section
shall
apply, it is understood that if in any case the indemnitor may be
asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a claim
for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with
the
indemnitor’s prior written consent.
|
7
| C. |
The
indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
| D. |
If
USBFS is acting in another capacity for the Company pursuant to a
separate
agreement, nothing herein shall be deemed to relieve USBFS of any
of its
obligations in such other capacity.
|
| 6. |
Data
Necessary to Perform Services
|
The
Company or its agent shall furnish to USBFS the data necessary to perform the
services described herein at such times and in such form as mutually agreed
upon.
| 7. |
Proprietary
and Confidential
Information
|
USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Company, all records and
other information relative to the Company and prior, present, or potential
shareholders of the Company (and clients of said shareholders), and not to
use
such records and information for any purpose other than the performance of
its
responsibilities and duties hereunder, except (i) after prior notification
to
and approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to divulge
such
information by duly constituted authorities, or (iii) when so requested by
the
Company. Records and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to receipt thereof from the Company or its agent, shall not be subject
to
this paragraph.
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to
Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time.
In
this regard, USBFS shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or
use
of, records and information relating to the Company and its shareholders.
8
| 8. |
Records
|
USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Company, but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. USBFS agrees that all such records prepared or
maintained by USBFS relating to the services to be performed by USBFS hereunder
are the property of the Company and will be preserved, maintained, and made
available in accordance with such applicable sections and rules of the 1940
Act
and will be promptly surrendered to the Company or its designee on and in
accordance with its request.
| 9. |
Compliance
with Laws
|
The
Company has and retains primary responsibility for all compliance matters
relating to the Fund, including but not limited to compliance with the 1940
Act,
the Code, the SOX Act, the USA Patriot Act of 2002 and the policies and
limitations of the Fund relating to its portfolio investments as set forth
in
its Prospectus and SAI. USBFS’s services hereunder shall not relieve the Company
of its responsibilities for assuring such compliance or the Board of Directors’
oversight responsibility with respect thereto.
| 10. |
Term
of Agreement; Amendment
|
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of two (2) years. Subsequent to the initial
two-year term, this Agreement may be terminated by either party upon giving
90
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party upon the breach of the other party
of
any material term of this Agreement if such breach is not cured within 15 days
of notice of such breach to the breaching party. This Agreement may not be
amended or modified in any manner except by written agreement executed by USBFS
and the Company, and authorized or approved by the Board of Directors.
| 11. |
Duties
in the Event of Termination
|
In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice
to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Company, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a
form
reasonably acceptable to the Company (if such form differs from the form in
which USBFS has maintained the same, the Company shall pay any expenses
associated with transferring the data to such form), and will cooperate in
the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records, and other data by
such successor. If no such successor is designated, then such books, records
and
other data shall be returned to the Company.
9
| 12. |
Assignment
|
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Company without the written consent of USBFS, or by
USBFS without the written consent of the Company accompanied by the
authorization or approval of the Company’s Board of Directors.
| 13. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with
the
1940 Act or any rule or order of the SEC thereunder.
| 14. |
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower either party to act
as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
| 15. |
Services
Not Exclusive
|
Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
| 16. |
Invalidity
|
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
| 17. |
Legal-Related
Services
|
Nothing
in this Agreement shall be deemed to appoint USBFS and its officers, directors
and employees as the Fund attorneys, form attorney-client relationships or
require the provision of legal advice. The Fund acknowledges that in-house
USBFS
attorneys exclusively represent USBFS and rely on outside counsel retained
by
the Fund to review all services provided by in-house USBFS attorneys and to
provide independent judgment on the Fund’s behalf. Because no attorney-client
relationship exists between in-house USBFS attorneys and the Fund, any
information provided to USBFS attorneys may not be privileged and may be subject
to compulsory disclosure under certain circumstances. USBFS represents that
it
will maintain the confidentiality of information disclosed to its in-house
attorneys on a best efforts basis.
10
| 18. |
Notices
|
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Fax:
000-000-0000
Notice
(via mail, e-mail & fax) to the Company shall be sent to:
Fairholme
Funds, Inc.
c/o
FCM
Services Inc.
00
XXX
Xxxxxxx
Xxxxx
Xxxxx, XX 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
Xxxxxx@xxxxxxxxxxx.xxx
Notice
(via mail, e-mail & fax) to the Advisor shall be sent to:
Fairholme
Capital Management, LLC
0000
Xxxxxxx Xxx Xxxxx
Xxxxx
0000
Xxxxx,
XX
00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
xxxxxx@xxxxxxxxx.xxx
| 19. |
Multiple
Originals
|
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
11
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by a duly authorized
officer on one or more counterparts as of the date first above
written.
| FAIRHOLME FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC | |
| By: /s/ Xxxxx Xxxxxxx | By: /s/ Xxxxxxx X. XxXxx | |
| Name: Xxxxx Xxxxxxx | Name: Xxxxxxx X. XxXxx | |
| Title: Secretary/Treasurer | Title: Sr. Vice President |
FAIRHOLME
CAPITAL MANAGEMENT, L.L.C.
(with
respect to Section 3 only)
By:
/s/
Xxxxx X.
Xxxxxxxxx
Name:
Xxxxx
X.
Xxxxxxxxx
Title:
Managing Member
12
Exhibit
A
to
the
Fund
Names
Separate
Series of The Fairholme Funds, Inc.
|
Name
of Series
|
Date
Added
|
|
The
Xxxxxxxxx Xxxx
|
on
or about January __,
2007
|
13
Exhibit
B
Service
Standard - Administrative Services
Fairholme
Funds, Inc.
Fund
Administration
|
Item
|
Standard
|
|
Financial
statements timely filed with SEC
|
100.00%
|
|
N-SARs
timely filed with SEC
|
100.00%
|
|
Timely
filed state blue sky registrations
|
100.00%
|
|
Timely
filed federal tax returns with the IRS
|
100.00%
|
|
Board
reports sent out one week prior to scheduled board mtg.
|
100.00%
|
14
