FUND ACCOUNTING SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this ___ day of _____, 2005, by and
between GREENSPRING
FUND, INC., a
Maryland corporation (the “Fund”) and U.S.
BANCORP FUND SERVICES, LLC,
a
Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Fund 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;
WHEREAS,
USBFS is, among other things, in the business of providing mutual fund
accounting services to investment companies; and
WHEREAS,
the Fund desires to retain USBFS to provide accounting services to the
Fund.
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 Fund Accountant
|
The
Fund
hereby appoints USBFS to act as its fund accountant 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. If the Fund shall establish any additional series of its common
stock and shall elect to appoint USBFS to act as fund accountant for one or
more
such series, USBFS shall perform the services and duties set forth in this
Agreement with respect to such series upon execution of an amendment to this
Agreement by the Fund and USBFS in order to add such series.
| 2. |
Services
and Duties of USBFS
|
USBFS
shall provide the following accounting services to the Fund:
A. Portfolio
Accounting Services:
| (1) |
Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the Fund’s investment adviser.
|
| (2) |
For
each valuation date, obtain prices from a pricing source approved by
the
board of directors of the Fund (the “Board of Directors”) and apply those
prices to the portfolio positions. For those securities where market
quotations are not readily available, the Board of Directors shall
approve, in good faith, procedures for determining the fair value for
such
securities.
|
| (3) |
Identify
interest and dividend accrual balances as of each valuation date and
calculate gross earnings on investments for each accounting period.
|
| (4) |
Determine
gain/loss on security sales and identify them as short-term or long-term;
account for periodic distributions of gains or losses to shareholders
and
maintain undistributed gain or loss balances as of each valuation date.
|
| (5) |
On
a daily basis, reconcile cash of the Fund with the Fund’s
custodian.
|
| (6) |
Calculate
amortization of market discount/premium on fixed income
securities.
|
| (7) |
Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
|
| (8) |
Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
|
B. Expense
Accrual and Payment Services:
| (1) |
For
each valuation date, calculate the expense accrual amounts as directed
by
the Fund as to methodology, rate or dollar amount.
|
| (2) |
Process
and record payments for Fund expenses upon receipt of written
authorization from the Fund.
|
| (3) |
Account
for Fund expenditures and maintain expense accrual balances at the
level
of accounting detail, as agreed upon by USBFS and the
Fund.
|
| (4) |
Provide
expense accrual and payment reporting.
|
C. Fund
Valuation and Financial Reporting Services:
| (1) |
Account
for Fund share purchases, sales, transfers, dividend reinvestments,
and
other Fund share activity as reported by the Fund’s transfer agent on a
timely basis.
|
| (2) |
Apply
equalization accounting as directed by the
Fund.
|
| (3) |
Determine
net investment income (earnings) for the Fund as of each valuation
date.
Account for periodic distributions of earnings to shareholders and
maintain undistributed net investment income balances as of each valuation
date.
|
| (4) |
Maintain
a general ledger and other accounts, books, and financial records for
the
Fund in the form as agreed upon.
|
| (5) |
Determine
the net asset value of the Fund according to the accounting policies
and
procedures set forth in the Fund’s current registration
statement.
|
| (6) |
Calculate
per share net asset value, per share net earnings, and other per share
amounts reflective of Fund operations at such time as required by the
nature and characteristics of the Fund.
|
| (7) |
Communicate
to the Fund, at an agreed upon time, the per share net asset value
for
each valuation date.
|
| (8) |
Prepare
monthly reports that document the adequacy of accounting detail to
support
month-end ledger balances.
|
| (9) |
Prepare
monthly security transactions listings.
|
D. Tax
Accounting Services:
| (1) |
Maintain
accounting records for the investment portfolio of the Fund to support
the
tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
|
| (2) |
Maintain
tax lot detail for the Fund’s investment portfolio.
|
| (3) |
Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Fund.
|
| (4) |
Provide
the necessary financial information to calculate the taxable components
of
income and capital gains distributions to support tax reporting to
the
shareholders.
|
E. Compliance
Control Services:
| (1) |
Support
reporting to regulatory bodies and support financial statement preparation
by making the Fund’s accounting records available to the Fund and its
Treasurer and Chief Compliance Officer, the Securities and Exchange
Commission (the “SEC”), any other governmental regulatory authority and
the independent accountants.
|
| (2) |
Maintain
accounting records according to the 1940 Act and regulations provided
thereunder.
|
| (3) |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
Fund in connection with any certification required of the Fund 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.
|
| (4) |
Cooperate
with the Fund’s independent accountants and take all reasonable action in
the performance of its obligations under this Agreement to ensure that
the
necessary information is made available to such accountants for the
expression of their opinion on the Fund’s financial statements without any
qualification as to the scope of their
examination.
|
| (5) |
Provide
the Fund with notice of any request for the Fund’s accounting records by
any governmental regulatory authority.
|
| 3. |
License
of Data; Warranty; Termination of
Rights
|
| A. |
The
valuation information and evaluations being provided to the Fund by
USBFS
pursuant hereto (collectively, the “Data”) are being licensed, not sold,
to the Fund. The Fund has a limited license to use the Data only for
purposes necessary to valuing the Fund’s assets and reporting to
regulatory bodies (the “License”). The Fund does not have any license nor
right to use the Data for purposes beyond the intentions of this Agreement
including, but not limited to, resale to other users or use to create
any
type of historical database. The License is non-transferable and not
sub-licensable. The Fund’s right to use the Data cannot be passed to or
shared with any other entity.
|
The
Fund
acknowledges the proprietary rights that USBFS and its suppliers have in the
Data.
| B. |
THE
FUND HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS
OR IMPLIED, AS TO MERCANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY
OTHER
MATTER.
|
| C. |
USBFS
may stop supplying some or all Data to the Fund if USBFS’s suppliers
terminate any agreement to provide Data to USBFS. Also, USBFS may stop
supplying some or all Data to the Fund if USBFS reasonably believes
that
the Fund is using the Data in violation of the License, or breaching
its
duties of confidentiality provided for hereunder, or if any of USBFS’s
suppliers demand that the Data be withheld from the Fund. USBFS will
provide notice to the Fund of any termination of provision of Data
as soon
as reasonably possible.
|
| 4. |
Pricing
of Securities
|
| A. |
For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Directors and apply
those prices to all portfolio positions of the Fund. For those securities
where market quotations are not readily available, the Board of Directors
shall approve, in good faith, procedures for determining the fair value
for such securities. USBFS shall also price all other properties as
well
as all liabilities of the Fund for each valuation
date.
|
If
the
Fund desires to provide a price that varies from the price provided by the
pricing source, the Fund shall promptly notify and supply USBFS with the price
of any such security on each valuation date. All pricing changes made by the
Fund will be in writing and must specifically identify the securities to be
changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are
effective.
| B. |
In
the event that the Fund at any time receives Data containing evaluations,
rather than market quotations, for certain securities or certain other
data related to such securities, the following provisions will apply:
(i)
evaluated securities are typically complicated financial instruments.
There are many methodologies (including computer-based analytical modeling
and individual security evaluations) available to generate approximations
of the market value of such securities, and there is significant
professional disagreement about which method is best. No evaluation
method, including those used by USBFS and its suppliers, may consistently
generate approximations that correspond to actual “traded” prices of the
securities; (ii) methodologies used to provide the pricing portion
of
certain Data may rely on evaluations; however, the Fund acknowledges
that
there may be errors or defects in the software, databases, or
methodologies generating the evaluations that may cause resultant
evaluations to be inappropriate for use in certain applications; and
(iii)
the Fund assumes all responsibility for edit checking, external
verification of evaluations, and ultimately the appropriateness of
using
Data containing evaluations, regardless of any efforts made by USBFS
and
its suppliers in this respect.
|
| 5. |
Changes
in Accounting Procedures
|
Any
resolution passed by the Board of Directors that affects accounting practices
and procedures under this Agreement shall be effective upon written receipt
of
notice and acceptance by USBFS.
| 6. |
Changes
in Equipment, Systems, Etc.
|
USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment,
so
long as such changes do not adversely affect the services provided to the Fund
under this Agreement.
| 7. |
Compensation
|
USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit
A
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 Fund 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
Fund
shall notify USBFS in writing within 30 calendar days following receipt of
each
invoice if the Fund is disputing any amounts in good faith. The Fund 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
Fund is disputing in good faith as set forth above, unpaid invoices shall accrue
a finance charge of 1½% per month after the due date.
| 8. |
Representations
and Warranties
|
| A. |
The
Fund 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
Fund in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of the Fund, 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 Fund, 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; 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.
|
| 9. |
Standard
of Care; Indemnification; Limitation of
Liability
|
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. Neither USBFS nor its suppliers shall be liable for any
error
of judgment or mistake of law or for any loss suffered by the Fund
or any
third party 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.
Notwithstanding any other provision of this Agreement, if USBFS has
exercised reasonable care in the performance of its duties under this
Agreement, the Fund shall indemnify and hold harmless USBFS and its
suppliers from and against any and all claims, demands, losses, expenses,
and liabilities of any and every nature (including reasonable attorneys’
fees) that USBFS or its suppliers may sustain or incur or that may
be
asserted against USBFS or its suppliers by any person arising out of
or
related to (X) 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 Fund, as approved by the Board of
Directors of the Fund, or (Y) the Data, or any information, service,
report, analysis or publication derived therefrom, 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 Fund, 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.
|
The
Fund
acknowledges that the Data are intended for use as an aid to institutional
investors, registered brokers or professionals of similar sophistication in
making informed judgments concerning securities. The Fund accepts responsibility
for, and acknowledges it exercises its own independent judgment in, its
selection of the Data, its selection of the use or intended use of such, and
any
results obtained. Nothing contained herein shall be deemed to be a waiver of
any
rights existing under applicable law for the protection of
investors.
USBFS
shall indemnify and hold the Fund harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including
reasonable attorneys’ fees) that the Fund may sustain or incur or that may be
asserted against the Fund 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 “Fund” shall include the Fund’s directors, officers and
employees.
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, and
to
otherwise operate a business continuity plan to avoid an inability to perform
under this Agreement. Representatives of the Fund 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 Fund, at such times as the Fund 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.
In
no
case shall either party be liable to the other for (i) any special, indirect
or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); (ii) any delay by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts
of
God, insurrection, war, riots, or failure beyond its control of transportation
or power supply; or (iii) any claim that arose more than one year prior to
the
institution of suit therefor.
| 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.
|
| C. |
The
indemnity and defense provisions set forth in this Section 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
| D. |
If
USBFS is acting in another capacity for the Fund pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of
its
obligations in such other capacity.
|
| 10. |
Notification
of Error
|
The
Fund
will notify USBFS of any discrepancy between USBFS and the Fund, including,
but
not limited to, failing to account for a security position in the Fund’s
portfolio, upon the later to occur of: (i) three business days after receipt
of
any reports rendered by USBFS to the Fund; (ii) three business days after
discovery of any error or omission not covered in the balancing or control
procedure; or (iii) three business days after receiving notice from any
shareholder regarding any such discrepancy.
| 11. |
Data
Necessary to Perform Services
|
The
Fund
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.
| 12. |
Proprietary
and Confidential Information
|
| A. |
USBFS
agrees on behalf of itself and its directors, officers, and employees
to
treat confidentially and as proprietary information of the Fund, all
records and other information relative to the Fund and prior, present,
or
potential shareholders of the Fund (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 Fund, 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 Fund. 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 Fund or its agent, shall not be subject to
this
paragraph.
|
Further,
USBFS will adhere to the privacy policies adopted by the Fund 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 Fund and its current or former
shareholders.
| B. |
The
Fund, on behalf of itself and its directors, officers, and employees,
will
maintain the confidential and proprietary nature of the Data and agrees
to
protect it using the same efforts, but in no case less than reasonable
efforts, that it uses to protect its own proprietary and confidential
information.
|
| 13. |
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 Fund, 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 Fund 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 Fund or its designee on and in accordance with its
request.
| 14. |
Compliance
with Laws
|
The
Fund
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 current
prospectus and statement of additional information. USBFS’s services hereunder
shall not relieve the Fund of its responsibilities for assuring such compliance
or the Board of Directors’ oversight responsibility with respect
thereto.
| 15. |
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 one year. Subsequent to the initial one-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 Fund, and
authorized or approved by the Board of Directors.
| 16. |
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 Fund by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Fund, 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 Fund (if such form differs from the form in which
USBFS has maintained the same, the Fund shall pay any reasonable 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 Fund.
| 17. |
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 Fund without the written consent of USBFS, or by USBFS
without the written consent of the Fund accompanied by the authorization or
approval of the Fund’s Board of Directors.
| 18. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Maryland, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Maryland, 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.
| 19. |
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.
| 20. |
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.
| 21. |
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.
| 22. |
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
No.:
(000) 000-0000
and
notice to the Fund shall be sent to:
Greenspring
Fund, Inc.
0000
Xxxx
Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx,
XX 00000
Fax
No.:
(000) 000-0000
| 23. |
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.
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.
|
GREENSPRING
FUND, INC.
|
U.S.
BANCORP FUND SERVICES, LLC
|
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By:
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By:
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Title:
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Title:
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