FOURTH AMENDMENT TO THE WINTERGREEN FUND, INC. AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT

FOURTH AMENDMENT TO THE WINTERGREEN FUND, INC.

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT

THIS FOURTH AMENDMENT, effective as of December 5, 2011, to the Amended and Restated Transfer Agent Servicing Agreement originally made and entered into as of November 15, 2007, amended and restated as of March 1, 2010, March 15, 2011 and August 5, 2011 (the “Agreement”), is entered into by and between Wintergreen Fund, Inc., a Maryland corporation (the “Fund” or “Company”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the Company and USBFS have entered into the Agreement; and

WHEREAS, the Company and USBFS desire to amend the fees of the Agreement; and

WHEREAS, Section 13 of the Agreement allows for its amendment by mutual written consent of the parties.

NOW, THEREFORE, the parties do hereby agree as follows:

Appendix I to Exhibit B is superseded and replaced with Appendix I to Exhibit B attached hereto.

Exhibit C is superseded and replaced with Exhibit C attached hereto.

Exhibit D is superseded and replaced with Exhibit D attached hereto.

[Signatures on the following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

WINTERGREEN FUND, INC.						U.S. BANCORP FUND SERVICES, LLC
By:         /s/ Xxxxxx Xxxxx						By:         /s/ Xxxxxxx X. XxXxx
Name:         Xxxxxx Xxxxx						Name: Xxxxxxx X. XxXxx
Title:         Vice President						Title: Executive Vice President

Appendix 1 to Exhibit B

Amended and Restated Transfer Agent Servicing Agreement – Wintergreen Fund, Inc.

INTERNET ACCESS SERVICES ANNUAL FEE SCHEDULE at March 15, 2011
FAN WEB – Shareholder internet access to account information and transaction capabilities through a transparent link at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc. FAN Web Select (Fund Groups under [  ] open accounts) – Standard Web services 1.   Implementation - $[  ] per fund group – includes up to [  ] hours of technical/BSA support •     Annual Base Fee - $[  ] per year ($[  ] when open accounts surpass [  ]) 2.   Customization - $[  ] per hour 3.   Activity (Session) Fees: •     Inquiry - $[  ] per event •     Account Maintenance - $[  ] per event •     Transaction – financial transactions, reorder statements, etc. - $[  ] per event •     New Account Set-up - $[  ] per event (Not available with FAN Web Select). Fee shall not apply to accounts that are converted during the implementation process.
VISION MUTUAL FUND GATEWAY – Permits broker/dealers, financial planners, and RIAs to us a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts. •     Inquiry Only •     Inquiry - $[  ] per event •     Per broker ID - $[  ] per month per ID •     Transaction Processing •     Implementation - $[  ] per management company •     Transaction – purchase, redeem, exchange, literature order - $[  ] per event •     New Account Set-up – may contain multiple fund/accounts - $[  ] per event •     Monthly Minimum Charge - $[  ] per month
FAN MAIL – Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages. •     Base Fee Per Management Company – file generation and delivery - $[  ] per year •     Per Record Charge •     Rep/Branch/ID - $[  ] •     Dealer - $[  ] •     Price Files - $[  ] or $[  ] /user/month, whichever is less
ELECTRONIC DELIVERY SERVICES
Electronic Statement Delivery Service Document Load – $[  ] /statement E-mail Notification – $[  ] /notification Compliance Delivery Services Consent Notification – $[  ] /notification Minimum Annual Fee – $[  ] /fund group FAN Web Transaction Fees relating to Informa View Consent Enrollment - $[  ] /transaction Consent Enrollment - $[  ] /transaction View Statements - $[  ] /view Custom development (if necessary) – $[  ] /hour		Standard Service Offering Includes: •     Statement presented as HTML document •     Statements will be loaded for all accounts, regardless of consent •     Text e-mail notification •     Statement storage for [  ] years on “hot” storage •     Implementation for one unique statement type/product •     Print suppression capability provided through consent option •     E-mail tracking and reporting •     Included [  ] years of storage

Appendix 1 to Exhibit B (continued)

Amended and Restated Transfer Agent Servicing Agreement – Wintergreen Fund, Inc.

MARS PRICING SCHEDULE at July 1, 2011

Assumptions

•  Estimate based on approximate client size and implementation / product needs 

•  Start off with up to [  ] years of DST/Intermediary Transaction History then up to a rolling [  ] years storage going forward

•  Includes setup of Clearing and Executing Firm relationships

•  Includes ongoing Standard Product Enhancements

•  Ongoing Product Support From USBFS

•  Product can integrate client-owned Discovery license at additional cost

•  Costs listed based on implementation of all product modules. Al a carte modular pricing is also available.

Implementation Costs								Implementation Costs
Implementation Cost, Sales and CRM								$[   ]
Monthly ASP Product Costs								Monthly Product Costs
Sales Reporting		Per User		No. of Users		Total Cost
Executive Information Summary Reporting/month		$ [  ]		[  ]		$[  ]		$[   ]
Channel & Territory Manager/month (if CRM, no charge)		$[  ]		[  ]		$[  ]
Customer/Account/ Month (included with compliance)		$[  ]		[  ]		$[  ]
Financial Intermediary Reporting
Supermarket Platform Reporting/month (no charge if using Sales Product)		$[  ]		[  ]		$[  ]
Omnibus Reconciliation Manager/month (only if not using enhanced services)		$[  ]		[  ]		$[  ]
MapPoint Integration/Month		$[  ]
Handheld/month/ month (Non-IPad only). I Pad prices not available yet.		$[  ]
Compliance Reporting
22c-2 Compliance Module		$[  ]		[  ]		$[  ]		$[   ]
CRM Integration
Core CRM		$[  ]		[  ]		$[  ]		$[   ]
Discovery Monthly Refresh/upload charge		$[  ]		[  ]		$[  ]
Enhanced Services/ Month						$[  ]		$[  ]
Includes All Basic Support Components:
File Import Assistance     Data Scrubbing – Cleaning of firm, Branch, and Rep Info.

Appendix I to Exhibit B (continued) to the Amended and Restated Transfer Agent Servicing Agreement
Database Query Requests
Compliance Report Monitoring/Review/Analysis
Compliance Workflow Assistance
Business Requirements Analysis
Software or Report Customization (if needed)		$[  ] /hour
Site License Fees
Data Quality Tool/ Monthly		$[  ]
RIA Feed Setup/one time setup		$[  ]
RIA Monthly Load/Month		$[  ]
Handheld Server/One Time Setup		$[  ]
Document Management/Month		$[  ]
Multiple Windows/ Month		$[  ]
Profiling/ Month		$[  ]
Portal feeds Sales/ Month		$[  ]				[  ]		$[   ]
Portal Feeds Compliance/ Month		$[  ]
Base Fee						$ [  ]		$[   ]
		Implementation and Monthly Costs
		Total Implementation Costs (Sales and CRM). Compliance already setup.						$[   ]
		Total Monthly Costs						$[  ]

Exhibit C to the Amended and Restated Transfer Agent Servicing Agreement –Wintergreen Fund, Inc.

ANNUAL FEE SCHEDULE at March 15, 2011* *Fees are fixed through March 15, 2012
Service Charges to the Fund Shareholder Services Fee per Fund: $[  ] per direct open account $[  ] per NSCC open account $ [  ] per closed (zero balance) account Plus a Base Fee of $[ ] per CUSIP Activity Charges ¿Telephone Calls – $[ ] a minute per call ¿Shareholder Services E-mail Box - $[ ] ¿Dealer Reclaim - $[ ] /reclaim ¿ AML New Account Service - $[  ] /new domestic accounts and $[  ] /new foreign account ¿ CCO Support Services – [ ] ¿ Daily Valuation Trades - $[ ] /Trade ¿ Omnibus Account Transactions $[  ] each transaction Literature Fulfillment Services Account Management -$[  ] /month (account management, lead reporting and database administration) Out-of-Pocket Expenses -Kit and order processing expenses, postage and printing ¿Lost Shareholder Search - $[ ] /search ¿ACH/EFT Shareholder Services: $[  ] /month/fund group $[  ] /ACH item, setup, change $[  ] /correction, reversal Out-of-pocket Costs including but not limited to: ¿    Telephone toll-free lines, call transfers, etc. ¿    Records retention, microfilm/fiche ¿    ACH fees ¿    NSCC charges from DTCC ¿    Mailing, postage printing ¿    Stationery, envelopes ¿    Disaster Recovery $[ ] /account/year ¿    AML verification - $[ ] Plus all other out-of-pocket expenses; Additional proxy services		Service Charges to Investors Qualified Plan (XXX) Fees (Billed to Investors) ¿   $[  ] /qualified plan acct (Cap at $[ ] /SSN) ¿   $[  ] /outgoing wires ¿   $[  ] Overnight Delivery ¿   $[  ] /return check or ACH ¿   $[  ] /research request per account (cap at $[ ]) for statements prior to current year Technology Charges MFx Report Source - $[ ] Setup (After conversion) on DST - $[    ] Per CUSIP NSCC Service Interface Setup – $[  ] per Fund Complex Annual – $[  ] per CUSIP Telecommunications and Voice Services Service Setup AT&T - $[  ] VRU Setup – $[  ] Annual VRU Maintenance - $[  ] per CUSIP $[ ] /voice response call 12b-1 Aging - $[  ] /account/year Average Cost - $[  ] /account/year Development/Programming - $[  ] /hour, if required File Transmissions – subject to requirements Select reports (non-standard) - $[  ] per select Short-Term Trader – Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. •    [  ] days or less – $[  ] /open account •    [  ] -[  ] days – $[  ] /open account •    [  ] -[  ] days – $[  ] /open account •    [  ] days – [  ] year - $[  ] /open account [  ] year – [  ] years - $[  ] /open account Fees are billed monthly

Exhibit D to the Amended and Restated Transfer Agent Servicing Agreement

WINTERGREEN FUNDS

SERVICE STANDARDS - TRANSFER AGENT SERVICES

Transfer Agent Services		Service Standard		Measurement Frequency
Transaction and Account Processing
Financial Transactions		[  ] % processed on day of receipt		Monthly
Non-Financial Transactions		[  ] % processed within [  ] business days		Monthly
Transfers (non-qualified plans)		[  ] % processed within [  ] business days		Monthly
Accuracy Ratio		[  ] % or greater		Monthly
QC of Financial Transactions		[  ] % QC’d on day of receipt		Monthly
Adjustment Transactions		[  ] % processed within [  ] business days		Monthly
Correspondence
Respond to Written Requests		[  ] % within [  ] business days		Monthly
QC correspondence requests		[  ] % on the day of receipt		Monthly
Shareholder Cash Reporting		Complete by [  ] Central Standard Time		Monthly
Investor Services
Service Level Goal		[  ] % of calls answered within [  ] seconds		Monthly
Average Speed of Answer		[  ] seconds or less		Monthly
Abandonment Rate		[  ] % or less		Monthly
Records Research				Monthly
Retrieval of items generated within the past [  ] yrs		[  ] business days		Monthly
Retrieval of items [  ] years or older		[  ] business days		Monthly
Fulfillment		[  ] % mailed by next business day		Monthly
Mailing of Shareholder Items
Liquidation Checks		[  ] % within [  ] business day		Monthly
Dividend Checks		[  ] % within [  ] business days		Monthly
12b-1 Commission Checks		[  ] % within [  ] business days of cycle (authorization and funding must be received		Monthly
Shareholder Statements		[  ] % within [  ] business days (from date of approval)		Monthly
Client Reports - Daily		[  ] % within [  ] business day		Monthly
Client Reports - Month-End		[  ] % within [  ] business days		Monthly