EXHIBIT 9(b)
COPY OF THE
ASSIGNMENT AGREEMENT
TO THE
TRANSFER AGENT AGREEMENT
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
Greenspring Fund, Incorporated (the "Fund"), Xxxxxx Square Management
Corporation ("RSMC") and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into a Transfer Agent
Agreement (the "Fund Agreement") as of October 1, 1994 and amended as of
September 30, 1997, pursuant to which RSMC provides certain services to the Fund
as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant
to which RSMC will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the
premises and agreements contained herein, and intending to be legally bound
hereby, agree as follows:
1. Assignment. RSMC hereby assigns all of its right,
title and interest in and under the Fund Agreement, and its
duties and obligations under the Fund Agreement arising
from the date hereof, to PFPC. PFPC hereby accepts such
assignment.
2. Acceptance by Fund. The Fund hereby accepts
and agrees to the assignment described in Section 1 hereof.
3. Fund Agreement. The Fund Agreement shall
remain unchanged except as is consistent with the
provisions hereof.
4. Governing Law. This Agreement shall be
governed by Delaware law, without regard to principles of
conflicts of law.
5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.
6. Execution. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument. The facsimile signature of any party to
this Agreement shall constitute the valid and binding
execution hereof by such party.
7. Further Actions. Each party agrees to perform
such further acts and execute such further documents as may
be necessary to effectuate the purposes hereof.
IN WITNESS WHEREOF, the parties to this Agreement have
caused this Agreement to be executed as of the day and year first above written.
GREENSPRING FUND, WILMINGTON TRUST COMPANY
INCORPORATED
By: ________________ By: ____________________
Title: _____________ Title: _________________
PFPC BANK, N.A.
By: ________________
Title: Chairman
