0000919574-09-005388 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2009 • Fairholme Funds Inc

THIS UNDERWRITING AGREEMENT (the “Agreement”) is made as of __________, 2008 by and among PFPC DISTRIBUTORS, INC., a Massachusetts 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.

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 13th, 2009 • Fairholme Funds Inc

THIS AGREEMENT is made as of __________, 2008 by and among PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), Fairholme Funds, Inc., a Maryland corporation (the “Fund”) and Fairholme Capital Management, LLC (the “Advisor”), which is a party hereto with respect to Section 9 only. Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • March 13th, 2009 • Fairholme Funds Inc

THIS AGREEMENT is made as of ________, 2008 by and among PNC Global Investment Servicing (U.S.) Inc., a Massachusetts corporation (“PNC”), Fairholme Funds, Inc. a Maryland corporation (the “Fund”) and Fairholme Capital Management, L.L.C. (the “Adviser”), which is a party hereto with respect to Section 9 only. Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 13th, 2009 • Fairholme Funds Inc

THIS AGREEMENT is made as of ______________, 2008 (“Effective Date”) by and among PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), Fairholme Funds, Inc., a Maryland corporation (the “Fund”) and Fairholme Capital Management, L.L.C. (the “Adviser”), which is a party hereto with respect to Section 9 only. Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

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