0001035449-09-000003 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 2nd, 2009 • Sparrow Funds

The Trust has been organized to engage in the business of a registered open-end investment company, and currently has one series, the Sparrow Growth (the “Fund”).

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Letter Agreement
Investment Advisory Agreement • January 2nd, 2009 • Sparrow Funds

Effective as of the date the Fund’s shareholders approve the Agreement, we hereby agree to waive our management fee and/or reimburse expenses of the Fund, but only to the extent necessary to maintain the total annual operating expenses of each Class of the Fund, excluding interest; taxes; brokerage fees and commissions; any applicable 12b-1 fees; indirect expenses (such as fees and expenses of other investment companies in which the Fund may invest); and extraordinary litigation expenses; and certain expenses incurred in connection with the closing of the Fund or the Class, at 1.25% of the average daily net assets of the Class. This Agreement shall continue in place with respect to each Class of the Fund until such date as the Fund (or the Class) is liquidated, or December 31, 2010, whichever shall be the first to occur. This Agreement supersedes any other expense limitation agreement previously entered into with us with respect to the Fund.

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