GREENSPRING FUND, INC. THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

GREENSPRING FUND, INC.

THIRD AMENDMENT TO THE TRANSFER AGENT

SERVICING AGREEMENT

THIS THIRD AMENDMENT dated as of February 1, 2011, to the Transfer Agent  Servicing Agreement, dated as of June 28, 2005, as amended May 1, 2009 and May 1, 2010 (the "Agreement"), is entered into by and between GREENSPRING FUND, INC., a Maryland corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the length of the Agreement; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree to the following:

Section 12 shall be superseded and replaced with the following:

12.  Term of Agreement; Amendment.

This Agreement will continue in effect until June 30, 2012.  Subsequent to June 30, 2012, 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.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

GREENSPRING FUND, INC.                                                                                     U.S. BANCORP FUND SERVICES, LLC

By:/s/ Xxxxxxx Fusting____________                                                                    By:/s/ Xxxxxxx X. XxXxx                                    

Name:           Xxxxxxx Xxxxxxx                                                                                      Name: Xxxxxxx X. XxXxx

Title: Sr. Vice President                                                                                                Title: Executive Vice President