EXHIBIT 23P(1)
CODE OF ETHICS
OF
FAIRHOLME FUNDS, INC.
I. INTRODUCTION
This Code of Ethics has been adopted by Fairholme Funds, Inc. (the
"Company") and Fairholme Capital Management, LLC (the "Adviser"), the
investment adviser to the Fairholme Fund (the "Fund"), a series of the
Company, in compliance with Rule 17j-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "Act") to establish standards and
procedures for the detection and prevention of activities by which persons
having knowledge of the investments and investment intentions of the
Company may abuse their fiduciary duties to the Company, and to deal with
other types of conflict-of-interest situations to which the Rule is
addressed.
The Rule makes it "unlawful" for certain persons who have affiliations with
the Company to engage in conduct which is deceitful, fraudulent or
manipulative, or which involves false or misleading statements, in
connection with the purchase or sale of securities by the Company. This
Code of Ethics is intended to establish policies and procedures designed to
insure that persons subject to this Code of Ethics and the Rule do not use
any information concerning the investments or investment intentions of the
Company, or his or her ability to influence such investment related
information, for personal gain or in a manner detrimental to the interests
of the Company.
II. Principles
This Code of Ethics acknowledges the general principles that persons
affiliated with the Company:
(A) owe a fiduciary obligation to the Company;
(B) have the duty at all times to place the interests of Company
shareholders first;
(C) must conduct all of their personal securities transactions in such a
manner as to avoid any actual or potential conflict of interest or
abuse of such person's position of trust and responsibility; and
(D) SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS IN RELATION
TO THE COMPANY.
III. DEFINITIONS (AS USED HEREIN)
"Access Person" means:
(1) any director, officer, general partner or Advisory Person of the
Company or any Adviser to the Company.
(A) If an Adviser to the Company is primarily engaged in a business
or businesses other than advising Funds or other advisory
clients, the term Access Person means any director, officer,
general partner or Advisory Person of the Adviser who, with
respect to any
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Fund, makes any recommendation, participates in the determination
of which recommendation will be made, or whose principal function
or duties relate to the determination of which recommendation
will be made, or who, in connection with his or her duties,
obtains any information concerning recommendations on Covered
Securities being made by the Adviser to any Fund.
(B) An Adviser is "primarily engaged in a business or businesses
other than advising Funds or other advisory clients" if, for each
of its most recent three fiscal years or for the period of time
since its organization, whichever is less, the Adviser derived,
on an unconsolidated basis, more than 50% of its income (or
loss), before taxes and extraordinary items, from the other
business or businesses.
(2) Any director, officer or general partner of a principal underwriter
who, in the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of Covered
Securities by the Company for which the principal underwriter acts, or
whose functions or duties in the ordinary course of business relate to
the making of any recommendation to the Company, regarding the
purchase or sale of Covered Securities.
"ADVISORY PERSON" means:
(1) Any employee of the Company or an Adviser to the Company (or of any
company in a control relationship to the Company or an investment
adviser to the Company) who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of Covered Securities by the Company,
or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and
(2) Any natural person in a control relationship to the Company or an
Adviser to the Company who obtains information concerning
recommendations made to the Company with regard to the purchase or
sale of Covered Securities by the Company.
"AFFILIATED PERSON" means:
(1) Any officer, director, copartner or employee of the Company, Adviser
and/or Underwriter;
(2) any person directly or indirectly owning, controlling or holding with
power to vote, 5% or more of the outstanding voting securities of the
Company, Adviser and/or Underwriter;
(3) any person 5% or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote,
by the Company, Adviser and/or Underwriter; and
(4) any person directly or indirectly controlling, controlled by, or under
common control with the Company, Adviser and/or Underwriter.
"BENEFICIAL INTEREST" means:
any interest by which an Access Person or any member of his or her
immediate family (relative by blood or marriage living in the same
household), can directly or indirectly derive a monetary
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benefit from the purchase, sale (or other acquisition or disposition) or
ownership of a security, except such interests as Clearing Officers shall
determine to be too remote for the purpose of this Code of Ethics. (A
transaction in which an Access Person acquires or disposes of a security in
which he or she has or thereby acquires a direct or indirect Beneficial
Interest will be referred to in this Code of Ethics as a "personal
securities" transaction or as a transaction for the person's "own
account").
At the written request of a person subject to this Code of Ethics, the
Clearing Officers, in their sole discretion or with the advice of counsel,
may from time to time issue written interpretations as to whether an Access
Person has a "Beneficial Interest" in a security or a transaction, and
whether a transaction is or would be considered to be a "personal
securities" transaction or a transaction "for the person's own" account for
purposes of the reporting requirements under this Code. Any such written
interpretations shall be included in Appendix A attached to and
incorporated by reference into this Code of Ethics, and may be relied upon
solely by the person(s) seeking such interpretations.
"CLEARING OFFICERS" means any two officers of the Company who are not:
(1) parties to the transaction;
(2) related by blood or marriage to a party to the transaction; and
(3) interested in or affiliated persons of the issuer of the securities at
issue.
"CONTROL" means:
the power to exercise a controlling influence over the management or
policies of a company (unless such power is solely the result of an
official position with such company). Any person who owns beneficially,
directly or through one or more controlled companies, more than 25% of the
voting securities of a company shall be presumed to control such company.
"COVERED SECURITY" means:
all stock, debt obligations and other instruments comprising the
investments of the Company, including any warrant or option to acquire or
sell a security, and financial futures contracts, except that it does not
include:
(1) Direct obligations of the Government of the United States;
(2) Banker's acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements, and
(3) Shares issued by open-end Funds.
References to a "Security" in this Code of Ethics shall include any warrant
for, option in, or security immediately convertible into that "Security."
"Fund" means an investment company registered under the Act, and includes
the Company.
A "security held or to be acquired" by the Company means:
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any Covered Security which, within the most recent 15 calendar days: (i) is
or has been held by the Company; or (ii) is being or has been considered by
an Adviser for purchase by the Company.
A security is "being considered for purchase or sale";
from the time an order is given by or on behalf of the Company to the order
room of the Adviser until all orders with respect to that security are
completed or withdrawn.
III. General Prohibitions
The specific provisions and reporting requirements of the Rule and this
Code of Ethics are concerned primarily with those investment activities of
ACCESS PERSONS who are associated with the Company and who thus may benefit
from or interfere with the purchase or sale of portfolio securities by the
Company. However, the Rule and this Code of Ethics shall also apply to all
Affiliated Persons of the Company, the Adviser(s), Sub-Adviser(s) and the
Underwriter ("Covered Persons"), unless specifically stated otherwise.
The Rule makes it "unlawful" for Covered Persons to engage in conduct which
is deceitful, fraudulent, or manipulative, or which involves false or
misleading statements, in connection with the purchase or sale of
securities by the Company. Accordingly, under the Rule and this Code of
Ethics, no Covered Person shall use any information concerning the
investments or investment intentions of the Company, or his or her ability
to influence such investment intentions, for personal gain or in a manner
detrimental to the interests of the Company.
In addition, no Covered Person shall, directly or indirectly in connection
with the purchase or sale of a "security held or to be acquired" by the
Company:
(i) employ any device, scheme or artifice to defraud the Company; or
(ii) make to the Company or an Adviser any untrue statement of
material fact or omit to state to any of the foregoing a
material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not
misleading; or
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Company;
or
(iv) engage in any manipulative practice with respect to the Company.
V. PROHIBITED TRANSACTIONS
BLACKOUT PERIODS
Subject to any additional limiting requirements that may be set forth
below, an ADVISORY PERSON may not effect a personal securities transaction
in a "security held or to be acquired" by the Company unless such person:
(1) executes such transaction at a price equal to or less advantageous
than the price obtained for such security by the Company; and
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(2) reports to the Company the information described in Paragraph VI of
this Code of Ethics.
(i) Any profits realized on personal securities transactions in
violation of this Section V shall be disgorged.
B. INITIAL PUBLIC OFFERINGS
An ADVISORY PERSON may not acquire any security in an initial public
offering, unless such ADVISORY PERSON (1) obtains advance written clearance
of such transaction by two Clearing Officers and (2) reports to the Company
the information described in Paragraph VI of this Code of Ethics.
C. PRIVATE PLACEMENTS
(1) An ADVISORY PERSON may not acquire any security in a private
placement, unless such ADVISORY PERSON (1) obtains advance written
clearance of such transaction by two Clearing Officers and (2) reports
to the Company the information described in Paragraph VI of this Code
of Ethics.
When considering whether to grant approval to the ADVISORY PERSON to
engage in these transactions, the Clearing Officers shall consider,
among other factors, whether the investment opportunity should be
reserved for the Company, and whether the opportunity is being offered
to the ADVISORY PERSON by virtue of his or her position with the
Company. If the Clearing Officers find that the investment opportunity
should be reserved to the Company or that the opportunity is being
offered to the ADVISORY PERSON by virtue of his or her position with
the Company, the Clearing Officers shall refuse permission for the
ADVISORY PERSON to enter into the transaction.
(2) An ADVISORY PERSON who has been authorized to acquire securities in a
private placement or an initial public offering shall be required to
disclose that investment to the Company and the appropriate Adviser
whenever such ADVISORY PERSON participates, either directly or
indirectly, in subsequent consideration of an investment in the issuer
by any portfolio in the Company complex.
(3) In the event that an ADVISORY PERSON has been given approval to
acquire securities in a private placement or an initial public
offering, any decision of the Company to purchase securities of the
issuer of such private placement or initial public offering shall be
subject to prior review by the Company's independent Directors who
have no personal interest in the issuer.
D. BAN ON SHORT - TERM TRADING PROFITS
An ADVISORY PERSON may not profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities within 60 calendar days,
unless such transactions fully comply with the restrictions of Section V(A)
of this Code of Ethics. Any profits realized on non-complying short-term
trades shall be disgorged.
F. GIFTS
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ADVISORY PERSONS may not accept any gift or other thing of more than de
minimis value from any person or entity that does business with or on
behalf of the Company.
G. SERVICE AS A DIRECTOR TO OTHER PUBLIC COMPANIES
ADVISORY PERSONS may not serve on the board of directors of any publicly
traded company, without prior authorization of a majority of the Company's
Board of Directors, which authorization shall be specifically based upon a
determination that the board service would be consistent with the interests
of the Company and its shareholders. If and when such board service is
authorized, the ADVISORY PERSON serving as a director will be isolated from
other ADVISORY PERSONS who make investment decisions involving that company
through "Chinese Wall" or other procedures.
VI. ADVANCE CLEARANCE REQUIREMENT
A. PROCEDURES
(1) FROM WHOM OBTAINED
Persons who desire to enter into personal securities transactions in
transactions requiring prior approval under paragraph V above, must obtain the
written approval of any two Clearing Officers prior to entering into such
transactions.
(2) TIME OF CLEARANCE
Transaction clearances must be obtained not more than three (3) days prior to
the transaction. If the trade is not made within three (3) days of the date of
clearance, a new clearance must be obtained.
(3) FORM
Persons seeking authorization to enter into transactions requiring prior
clearance shall complete and sign a form approved for that purpose by the
Company, which form shall set forth the details of the proposed transaction. An
example of such form is annexed hereto as Schedule A ("Clearance Forms"). Upon
obtaining authorization to enter into the subject transaction, the Clearing
Officers authorizing the transaction shall affix their signatures to the
Clearance Form to indicate such approval.
(4) FILING
Copies of all completed Clearance Forms, with all required signatures, shall be
retained by the Administrator of this Code of Ethics in accordance with the
record keeping requirements set forth in Section XII of this Code of Ethics.
B. FACTORS CONSIDERED IN CLEARANCE OF PERSONAL TRANSACTIONS
Clearing Officers may refuse to grant clearance of a personal transaction
in their sole discretion without being required to specify any reason for
the refusal. Generally, Clearing Officers will consider the following
factors in determining whether or not to authorize a proposed transaction:
(1) Whether the amount or nature of the transaction, or person entering
into the transaction, is likely to affect the price or market for the
Security;
(2) Whether the individual making the proposed purchase or sale is likely
to benefit from purchases or sales in the same or similar security
being made or being considered by the Company; and
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(3) Whether the security proposed to be purchased or sold is one that
would qualify for purchase or sale by the Company.
VII. EXEMPT TRANSACTIONS
Neither the prohibitions nor the reporting requirements of this Code of
Ethics apply to:
(A) Purchases, sales or other acquisitions or dispositions of Securities
for an account over which the person has no direct influence or
control and does not exercise indirect influence or control;
(B) Purchases, sales or other acquisitions or dispositions of securities
which are not eligible for purchase or sale by any portfolio of the
Company;
(C) Involuntary purchases or sales;
(D) Purchases which are part of an automatic dividend reinvestment plan;
and
(E) Purchases or other acquisitions or dispositions resulting from the
exercise of rights acquired from an issuer as part of a pro rata
distribution to all holders of a class of securities of such issuer
and the sale of such rights;
VIII. REPORTING OF SECURITIES TRANSACTIONS
A. Reporting Requirements of Access Persons
(1) REPORTS REQUIRED: Unless specifically excepted by other provisions of
this Code of Ethics, every ACCESS PERSON of the Company, Adviser(s),
Sub-Adviser(s) and Underwriter must provide to the Administrator of
this Code of Ethics and the Adviser(s) or Underwriter, as applicable,
the following reports:
(a) INITIAL HOLDINGS REPORTS- Not later than ten (10) days after a
person becomes an ACCESS PERSON, such person shall complete, sign
and deliver to the Company, and the Adviser(s) or Underwriter, as
applicable, an Initial Holdings Report, a form of which is
attached to this Code of Ethics as Schedule B; except that
(i) Any person who qualified as an ACCESS PERSON prior to March
1, 2000 shall be exempt from filing an Initial Holdings
Report.
(b) QUARTERLY TRANSACTION REPORTS- Not later than ten (10) days after
the end of each calendar quarter, each ACCESS PERSON shall make a
written report ("Quarterly Transaction Report"), a form of which
is attached to this Code of Ethics as Schedule C, to the
Administrator of this Code of Ethics and the Adviser(s) or
Underwriter, as applicable, which;
(1) With respect to any transaction during the previous
calendar quarter in a Covered Security in which the ACCESS
PERSON had any direct or indirect Beneficial Ownership,
contains the following information:
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(i) The date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and
the principal amount of each Covered Security involved:
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) The price of the Covered Security at which the transaction
was effected;
(iv) The name of the broker, dealer or bank with or through
which the transaction was effected; and
(v) The date that the report is submitted by the ACCESS PERSON.
(2) With respect to any account established by the ACCESS PERSON in
which any securities were held during the previous quarter for
the direct or indirect benefit or the ACCESS PERSON, contains the
following information:
(ii) The name of the broker, dealer or bank with whom the ACCESS
PERSON established the account;
(iii) The date the account was established; and
(iv) The date that the report is submitted by the ACCESS PERSON.
(c) ANNUAL HOLDING REPORTS- Not later than thirty (30) days after the end
of the Company's fiscal year end, each ACCESS PERSON shall make a
written report, a form of which is attached to this Code of Ethics as
Schedule D ("Annual Holdings Report"), to the Administrator of this
Code of Ethics and the Adviser(s) or Underwriter, as applicable,
which:
(1) Sets forth the title, number of shares and principal amount of
each Covered Security in which the ACCESS PERSON had any direct
or indirect beneficial ownership;
(2) Sets forth the name of any broker, dealer or bank with whom the
ACCESS PERSON maintains an account in which any securities are
held for the direct or indirect benefit of the ACCESS PERSON;
(3) Contains the date that the report is submitted by the ACCESS
PERSON; and
(4) States that the information contained in the Annual Holdings
Report is current as of a date not greater than thirty (30) days
prior to the date the report was submitted.
B. EXEMPTIONS FROM REPORTING
(1) A person need not make an Initial Holdings Report with respect to
transactions effected for, and Covered Securities held in, any account
over which the person has no direct or indirect influence or control.
(2) A Director of the Company who is not an "interested person" of the
Company, as such term is defined in Section 2(a)(19) of the Act, and
who would otherwise be required to make a report solely by reason of
being a Director of the Company, need not make:
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(a) An Initial Holdings Report or an Annual Holdings Report; and
(b) A Quarterly Transaction Report, unless the Director knew, or in
the ordinary course of fulfilling his or her official duties as a
Director should have known, that during the fifteen (15) day
period immediately before or after the Director's transaction in
a Covered Security, the Company purchased or sold the Covered
Security, or the Company or an Adviser considered purchasing or
selling the Covered Security.
(3) An ACCESS PERSON of the Company's Underwriter need not make a report
to the Underwriter, if such person makes a report to the Company and:
(a) The Underwriter is not an affiliated person of the Company or any
Adviser to the Company; and
(b) The Underwriter has no officer, director or general partner who
serves as an officer, director or general partner of the Company
or an Adviser to the Company.
(4) An ACCESS PERSON of an Adviser need not make a report to the Adviser,
if such person makes a report to the Company and all of the
information contained in such report would duplicate information
required to be recorded under ss.ss. 275.204-2(a)(12) or
275.204(a)(13) of the Investment Advisers Act of 1940, as amended.
(5) An ACCESS PERSON need not make a Quarterly Transaction Report if the
Report would duplicate information contained in broker trade
confirmations or account statements received by the Company with
respect to the ACCESS PERSON for the applicable quarterly reporting
period, but only if such broker trade confirmations or account
statements contain ALL of the information required to be reported in
the Quarterly Transaction Reports.
C. RESPONSIBILITY TO REPORT
The responsibility for taking the initiative to report is imposed on each
individual required to make a report. Any effort by the Company to
facilitate the reporting process does not change or alter that
responsibility.
D. WHERE TO FILE REPORT
All reports must be filed with the Administrator of this Code of Ethics.
IX. CONFIDENTIALITY OF COMPANY TRANSACTIONS
Until disclosed in a public report to shareholders or to the SEC in the
normal course of the Company's business, all information concerning
Securities "being considered for purchase or sale" by the Company shall be
kept confidential by all ACCESS PERSONS and disclosed by them only on a
"need to know" basis. It shall be the responsibility of the Administrator
of this Code of Ethics to report any inadequacy found by him or her to the
Board of Directors of the Company or any committee appointed by the Board
to deal with such information.
X. SANCTIONS
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Any violation of this Code of Ethics shall be subject to the imposition of
such sanctions by the Company as may be deemed appropriate under the
circumstances to achieve the purposes of the Rule and this Code of Ethics
which may include suspension or termination of employment, a letter of
censure and/or restitution of an amount equal to the difference between the
price paid or received by the Company and the more advantageous price paid
or received by the offending person. Sanctions for violation of this Code
of Ethics by a Director of the Company will be determined by a majority
vote of its independent Directors.
XI. ADMINISTRATION AND CONSTRUCTION
(A) The administration of this Code of Ethics shall be the responsibility
of the Secretary of the Company who shall serve as the "Administrator"
of this Code of Ethics.
(B) The duties of such Administrator shall include:
(1) Continuous maintenance of a current list of the names of all
ACCESS PERSONS with an appropriate description of their title or
employment;
(2) Providing each COVERED PERSON a copy of this Code of Ethics and
informing them of their duties and obligations thereunder, and
assuring that COVERED PERSONS who are not ACCESS PERSONS are
familiar with applicable requirements of this Code of Ethics;
(3) Supervising the implementation of this Code of Ethics by the
Adviser(s) and Underwriter and the enforcement of the terms
hereof by the Adviser(s) and Underwriter;
(4) Maintaining or supervising the maintenance of all records and
reports required by this Code of Ethics;
(5) Preparing listings of all transactions effected by any ACCESS
PERSON within fifteen (15) days of the date on which the same
security was held, purchased or sold by the Company;
(6) Determining whether any particular securities transaction should
be exempted pursuant to the provisions of this Code of Ethics;
(7) Issuing either personally, or with the assistance of counsel as
may be appropriate, an interpretation of this Code of Ethics
which may appear consistent with the objectives of the Rule of
this Code of Ethics;
(8) Conducting of such inspections or investigations, including
scrutiny of the listings referred to in the preceding
subparagraph, as shall reasonably be required to detect and
report, with his or her recommendations, any apparent violations
of this Code of Ethics to the Board of Directors of the Company
or any Committee appointed by them to deal with such information;
(9) Submitting a quarterly report to the Directors of the Company
containing a description of any violation and the sanction
imposed; transactions which suggest a possibility of a violation,
and any exemptions or waivers found appropriate by the
Administrator; and any other significant information concerning
the appropriateness of this Code of Ethics.
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XII. REQUIRED RECORDS
The Administrator shall maintain or cause to be maintained in an easily
accessible place, the following records:
(A) A copy of this and any other Code of Ethics adopted pursuant to the
Rule which has been in effect during the past five (5) years;
(B) A record of any violation of such Codes of Ethics and of any action
taken as a result of such violation;
(C) A copy of each report made by the Administrator within two (2) years
from the end of the fiscal year of the Company in which such report
and interpretation is made or issued and for an additional three (3)
years in a place which need not be easily accessible;
(D) A list of all persons who are, or within the past five (5) years have
been, required to make reports pursuant to the Rule and this Code of
Ethics; and
(E) A copy of all Initial Holdings Reports, Quarterly Transactions
Reports, and Annual Holdings Reports submitted within the last five
(5) years, the first two (2) years in an easily accessible place.
XIII. AMENDMENTS AND MODIFICATIONS
This Code of Ethics may not be amended or modified except in a written form
which is specifically approved by majority vote of the Independent
Directors of the Company.
This Code of Ethics was adopted by the Company's Board of Directors, including a
majority of the Company's "Independent Directors", at a meeting held on June 22,
2000.
Witness my Signature:
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Michael Senior
Secretary to the Company
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SCHEDULE A
CONFIDENTIAL TRANSACTION CLEARANCE
REQUEST FORM
Pursuant to the requirements of Section V of the Code of Ethics of
Fairholme Funds, Inc. (the "Company"), I, ______________________, being an
Access Person of the Company, as that term is defined in the Code, hereby
request that the Company approve the following transaction in Covered
Securities:
Name of Security: _________________________________________________________
Number of shares/Principal amount:__________________________________________
Nature of transaction: _____________________________________________________
(i.e., purchase, sale or other type of acquisition or disposition);
Name of broker/dealer or bank executing transaction: _______________________
Yes No
___ ___ The security described above represents an investment in an
initial public offering.
___ ___ The security described above represents an investment in a
private placement.
By my signature below, I swear and affirm that I have not engaged in any
transactions in the above-described securities in violation of the Company's
Code of Ethics, that I will invest in the above-described securities only after
obtaining clearance to do so from authorized officers of the Company, will
report all such transactions in accordance with the requirements of the
Company's Code of Ethics, and if I receive clearance to engage in the
above-described security, I will execute the transaction not later than three
(3) days after receiving clearance or will obtain a new clearance prior to
executing the transaction.
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Signature of Applicant Printed Name of Applicant
_____ After due consideration, the proposed transaction described above is
APPROVED.
_____ After due consideration, the proposed transaction is DENIED.
_____ (Check only if approving a transaction that represents an investment
in an initial public offering or in a private placement). We, the
undersigned, in the exercise of our obligations to the Company under
the Company's Code of Ethics, have found that the above-described
transaction is not a transaction that should be reserved to the
Company, and we further find that the transaction is not being offered
to the Applicant as a result of his/her position with the Company,
Adviser or Underwriter.
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Signature of Clearing Officer Date Signature of Clearing Officer Date
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Printed Name Printed Name
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SCHEDULE B
CONFIDENTIAL INITIAL
HOLDINGS REPORT
FAIRHOLME FUNDS, INC.
The following lists all holdings in Covered Securities in which I had any
direct or indirect beneficial ownership as of ________________________. (If no
transactions took place write "None".) Sign and return to the Secretary of the
Company not later than the 10th day after you qualify as an Access Person. Use
reverse side if additional space is needed.
HOLDINGS IN COVERED SECURITIES
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Transaction Description Number of Per Unit Total Broker executing
Date of Security Shares/Units Price Amount Transaction
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The following lists all accounts established by me as of _______________________
in which I had any direct or indirect beneficial ownership in any Securities.
(If no accounts were established, write "None".) Sign and return to the
Secretary of the Company not later than the 10th day after you qualify as an
Access Person. Use reverse side if additional space is needed.
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Name of Broker, Dealer or Bank Date Account Established
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Name:
Date: Signature:
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SCHEDULE C
QUARTERLY SECURITIES TRANSACTIONS
CONFIDENTIAL REPORT
FAIRHOLME FUNDS, INC.
The following lists all transactions in Covered Securities in which I had
any direct or indirect beneficial ownership during the last calendar quarter.
(If no transactions took place write "None".) Sign and return to the Secretary
of the Company not later than the 10th day of the month following the end of the
calendar quarter. Use reverse side if additional space is needed.
PURCHASES/SALES AND OTHER DISPOSITIONS
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Purchase (P),
Sale(S), or
Other Number of Broker
Transaction Description Disposition Shares/ Per Unit Total executing
Date of Security (Describe) Units Price Amount Transaction
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The following lists all accounts established by me during the last calendar
quarter in which I had any direct or indirect beneficial ownership in any
Securities. (If no accounts were established, write "None".) Sign and return to
the Secretary of the Company not later than the 10th day of the month following
the end of the calendar quarter. Use reverse side if additional space is needed.
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Name of Broker, Dealer or Bank Date Account Established
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Name:
Date: Signature:
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SCHEDULE B
CONFIDENTIAL ANNUAL
SECURITIES HOLDINGS REPORT
FAIRHOLME FUNDS, INC.
The following lists all holdings in Covered Securities in which I had any
direct or indirect beneficial ownership as of ________________________. (If no
transactions took place write "None".) Sign and return to the Secretary of the
Company not later than the 30th day after the Company's fiscal year end. Use
reverse side if additional space is needed.
HOLDINGS IN COVERED SECURITIES
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Transaction Description Number of Per Unit Total Broker executing
Date of Security Shares/Units Price Amount Transaction
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The following lists all accounts established by me as of _______________________
in which I had any direct or indirect beneficial ownership in any Securities.
(If no accounts were established, write "None".) Sign and return to the
Secretary of the Company not later than the 30th day after the Company's fiscal
year end. Use reverse side if additional space is needed.
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Name of Broker, Dealer or Bank Date Account Established
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I swear and affirm that the foregoing information is true and correct to the
best of my information and belief, and that the information included in this
report is current as of a date not later than thirty (30) days prior to the
filing of this report.
Name:
Date: Signature:
---------------- ---------------------------------
<PAGE>
VERIFICATION OF ACCESS PERSONS
FAIRHOLME FUNDS, INC.
Required Report for
Code of Ethics of Fairholme Funds, Inc.
As Adopted June 22, 2000
Listed below are the names and current mailing addresses of all persons, as of
_______________, who are considered to be "Access Persons" of Fairholme Funds,
Inc., as such term is defined in the Code of Ethics of Fairholme Funds, Inc.
(the "Company"), as adopted on June 22, 2000 (the "Code").
Name of Access Person Mailing Address
--------------------- ---------------
1. Bruce R. Berkowitz 51 JFK Parkway, Short Hills, NJ 07078
2. Michael J. Senior 51 JFK Parkway, Short Hills, NJ 07078
3. Joel J. Uchenick 51 JFK Parkway, Short Hills, NJ 07078
4. Aviveth Oppenheim 51 JFK Parkway, Short Hills, NJ 07078
5. Leigh Walters 51 JFK Parkway, Short Hills, NJ 07078
<PAGE>
ACKNOWLEDGEMENT OF RECEIPT
OF CODE OF ETHICS
OF
FAIRHOLME FUNDS, INC.
Required Report for
Code of Ethics of Fairholme Funds, Inc.
As Adopted June 22, 2000
I, ___________________________, certify by my signature below as follows:
1. I have received, read, understand and agree to comply with the Code of
Ethics of Fairholme Funds, Inc. (the "Company"), as adopted on June 22,
2000 (the "Code"); and
2. I acknowledge that I am an "Access Person" of the Company, as such term is
defined in the Code and that Access Persons of the Company are generally
required make periodic reports of their securities transactions and
securities holdings; and
3. I am subject to the reporting requirements of the Code; and
4. On the first day following the end of each calendar quarter (January 1st,
April 1st, July 1st, October 1st ) I will receive a Quarterly Securities
Transaction Report from the Company. I will complete and return the Report
to Michael J. Senior not later than the tenth day of the month in which the
Report is sent; and
5. I will inform the Company of any change in my mailing address within
ten (10) days of such change.
-------------------------- ------------------------------
Date Signature
------------------------------
Printed Name
<PAGE>
AUTHORIZATION
OF
RESPONSIBLE INDIVIDUAL
FAIRHOLME FUNDS, INC.
Pursuant to the requirements of the Code of Ethics of Fairholme Funds, Inc., as
adopted on June 22, 2000 (the "Code"), Mr. Michael J. Senior has been appointed,
by vote of the Board of Directors of the Company to be the person responsible
for the review of all transaction and holdings reports required to be filed
under the Code.
Mr. Senior will file a quarterly report with the Board of Directors indicating
and/or including:
1. Any reports required to be filed under the Code for the reporting period;
2. The names of each person required to file a report under the Code;
3. The names of any reporting person who failed to timely file a required
report;
4. Copies of all submitted reports; and
5. A description of any violations or apparent violations of the Code for the
reporting period.
-------------------------- ------------------------------
Date By: Bruce R. Berkowitz
For the Company
-------------------------- ------------------------------
Date By: Michael J. Senior
Responsible Person
