Exhibit h.1.v

FIFTH AMENDMENT

TO THE WINTERGREEN FUND, INC.

FUND ACCOUNTING SERVICING AGREEMENT

THIS FIFTH AMENDMENT, effective as of January 1, 2015, to the Fund Accounting Servicing Agreement dated November 15, 2007, as amended March 1, 2010, March 15, 2011, February 28, 2013 and March 24, 2014 (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 15 of the Agreement allows for its amendment by mutual written consent of the parties.

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

Amended Exhibit A is superseded and replaced with Amended Exhibit A attached hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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/ Steven Graff	By:	/s/ Michael R. McVoy
Name:	Steven Graff	Name:	Michael R. McVoy
Title:	3/11/15	Title:	Executive Vice President

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Amended Exhibit A - Fund Accounting Servicing Agreement – Wintergreen Fund, Inc.

FUND ACCOUNTING AND FUND ADMINISTRATION ANNUAL FEE SCHEDULE at January 1, 2015

Fund Administration Global Equity & Fixed Income Funds Annual fee based upon assets per Fund Complex [    ] basis points on the first $[        ] [    ] basis point on the balance above $[        ] Includes: Monthly fund performance reporting and AIS reporting Plus out-of-pocket expenses, including but not limited to: Postage, Stationery Programming, Special Reports Proxies, Insurance EDGAR filing Retention of records Federal and state regulatory filing fees (Blue Sky) Certain insurance premiums applicable to the Fund Expenses from board of directors meetings Auditing and legal expenses applicable to the Fund GICS (currently $[        ] /yr/fund family for Schedule of investments and $[        ] /yr/fund family for fact sheets. If used for fact sheets, Advisor must pay the fee.) MSCI (currently $[        ] /yr/fund for public and internal use. If using MSCI for fact sheets for web site, client must contact MSCI and setup a separate contract.) XBRL Filing - Currently $[        ] /fund/year Blue Sky conversion expenses (if necessary) PFIC Testing Charges – Currently $[        ] /PFIC run through the PFIC Analyser Program from previous year. NSAR Filing, currently $[        ] /filing Third Party Administrative Data Charges $[         ] /security/month for fund administrative data CCO Services - No Charge Daily Compliance, Charles River - $[        ] /year Fees are billed monthly

Fund Accounting Global Equity & Fixed Income Funds Annual fee based upon assets per Fund Complex [    ] basis points on the first $[        ] [    ] basis points on the balance above $[        ] Pricing, corporate actions, and factor services (these fees are considered Out-of-pocket expenses): •       $[        ] Domestic and Canadian Equities •       $[        ] Options •       $[        ] Corp/Gov/Agency Bonds •       $[        ] CMO’s •       $[        ] International Equities •       $[        ] Futures •       $[        ] International Bonds •       $[        ] Municipal Bonds •       $[        ] Money Market Instruments •       $[        ] Domestic Corporate High Yield Securities •       $[        ] /fund/month – Mutual Fund Pricing •       $[        ] /Fund/Day – Bank Loans •       $[        ] /Fund/Day – Credit Default Swaps •       $[        ] /Fund/Day – Basic Interest Rate Swaps •       $[        ] /Foreign equity security/month corporate actions •       $[        ] /Domestic equity security/month corporate actions •       $[        ] /month Manual Security Pricing (>[ ] /day) •       Factor Services $[        ] per CMO, Asset Backed or Mortgage Backed Security per Fund per month •       Factor Services (BondBuyer) •       $[        ] /CMO/month •       $[        ] /Mortgage Backed/month Fair Value Services (FT Interactive) $[        ] on the first [ ] securities per day $[        ] on the balance of securities per day CCO Services - No Charge

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