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Exhibit 10.17 —
Amendment to Custodian Agreement
AMENDMENT TO CUSTODIAN AGREEMENT
This Amendment to the
Custodian Agreement is dated as of April 23, 2006 by and between U.S.
Global Investors Funds, a Massachusetts business trust, on behalf of each of the
portfolios listed on Appendix C to the Custodian Agreement (the
“Fund”) and attached hereto and Brown Brothers Harriman & Co.,
a limited partnership organized under the laws of the State of New York
(“BBH”) (the Fund and BBH collectively known as the “Parties”).
Whereas pursuant to a
Custodian Agreement dated as of November 1, 1997, by and between the Fund
and BBH, as amended to date (the “Agreement”) the latter has been
appointed (i) custodian, (ii) administrator, and (iii) fund accounting
agent;
Whereas the Parties have
agreed to make certain modifications to the Agreement in order to update and
amend the administrative services to be provided by BBH;
Now therefore, for good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties hereby agree to amend the Agreement as follows:
I. Amendment to the
Agreement
1. The Agreement is hereby
amended by deleting the second paragraph of Section 8.5 in its entirety
and substituting therefor with the following:
“In
computing the net asset value, the Custodian may rely upon any information
furnished by Proper Instructions, including without limitation any information
(1) as to accrual of liabilities of the Fund and as to liabilities of the
Fund not appearing on the books of account kept by the Custodian, (2) as
to the existence, status and proper treatment of reserves, if any, authorized
by the Fund, (3) as to the sources of quotations which BBH was authorized
to rely upon in computing the net asset value, including those listed in
Appendix B, (4) as to the fair value to be assigned to any securities
or other property for which price quotations are not readily available, and
(5) as to the sources of information with respect to “corporate
actions” affecting portfolio securities of the Fund, which sources BBH in
its reasonable judgment shall have deemed appropriate for such information.
(Information as to “corporate actions” shall include information as
to dividends, distributions, stock splits, stock dividends, rights offerings,
conversions, exchanges, recapitalizations, mergers, redemptions, calls,
maturity dates and similar transactions, including the ex- and record dates and
the amounts or other terms thereof.) The Fund may instruct the Custodian to
utilize a particular source for the valuation of a specific Security or other
Property and the Custodian shall be protected in utilizing the valuation
provided by such source without further inquiry (save for its usual and
customary automated review of price disparities) in order to effect calculation
of the Fund’s net asset value. Notwithstanding anything in this Agreement
to the contrary, provided the Custodian shall perform its duties under
Sections 8.6(3) and 8.6(6) with reasonable care and diligence, the Custodian
shall not be responsible for the failure of the Fund or the Investment Adviser
to provide the Custodian with Proper Instructions regarding liabilities which
ought to be included in the calculation of the Fund’s net asset
value.”
2. The Agreement is hereby
amended by deleting Section 8.6 in its entirety and substituting therefore
with the following:
“8.6 Appointment
as Administrator.
The Custodian is hereby
appointed administrator of the Funds with responsibility for performing the
services set forth in this Section 8.6, subject to the supervision and
direction of the Trustees of the Funds, and subject to any changes or
modifications to such services that the Funds and Custodian shall from time to
time agree in writing. In performing its duties and obligations hereunder, the
Custodian shall act in accordance with the Funds’ Declaration of Trust,
By-laws (or comparable documents) and Prospectus and Statement of Additional
Information and with the Proper Instructions of its Trustees, Treasurer and any
other person reasonably believed by the Custodian to be authorized to act on
behalf of the Funds. It is agreed and understood, however, that the Custodian
shall not be responsible for compliance of any Fund’s
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investments with any
applicable documents, laws or regulations, or for losses, costs or expenses
arising out of such Fund’s failure to comply with said documents, laws,
regulations, or for losses, costs, or expenses arising out of the Fund’s
failure or inability to correct any non-compliance therewith and shall be
protected in acting on any direction from the Funds’ Investment Advisor,
Trustees, Treasurer and any other person reasonably believe by the Custodian to
be authorized to act on behalf of the Funds.
(1) Shareholder Reports.
The Custodian shall accumulate information for and prepare one annual and one
semi-annual shareholder report for the Funds per fiscal year, such preparation
includes but is not limited to, the coordination of all printer and author
edits, the review of printer drafts and the coordination of the audit of the
Funds by its independent public auditor (e.g. manage open items lists, host
weekly audit meeting, etc.)
(2) Regulatory Filings
to the Securities and Exchange Commission. The Custodian shall accumulate
information for and prepare one annual report and one semi-annual report on
Form N-SAR, one first fiscal quarter report and one third fiscal quarter
report on Form N-Q and one annual Rule 24f-2 Notice for the Funds, as
requested by the Funds’ Treasurer. Upon acceptance of these reports by
each of the Funds, the Custodian shall edgarize and file such reports,
including the edgarizing and filing of any applicable executed officer
certifications.
(3) Treasurer Support
Services. The Custodian shall provide the following support services to the
Treasurer of the Funds:
a. Expenses. The
Custodian shall prepare all expense invoices for authorization by the Funds and
shall process all such authorized expenses. The Custodian shall review all
contractual expenses of the Funds submitted by the Investment Advisor prior to
processing such expenses. The Custodian shall prepare and periodically review
the expense accruals for all fixed vendor expenses of the Funds.
b. Budgets. The
Custodian shall prepare and provide an analysis of each Fund’s budget at
the end of each fiscal quarter, which shall include a review of each
Fund’s fixed expenses accruals and recommendations, if any, for budget
adjustments.
c. Monthly Expense
Reports. The Custodian shall prepare and review Monthly Expense Reports, which
shall consist of for each Fund, (i) a reconciliation of fund accounting
monthly expenses to fund administration monthly expenses, (ii) a basis
point summary sheet, (iii) a cash disbursements journal, (iv) an
expense accrual analysis worksheet and (v) an average net assets
worksheet.
d. Quarterly Reporting.
In the Funds’ preparation of its quarterly reporting to its Board of
Trustees, the Custodian shall prepare various quarterly reports, which shall
consist of (i) a cost versus market value analysis for the applicable
portfolios listed on Appendix C attached hereto, (ii) an expense
ratio report, (iii) an exit fee calculation report and (iv) a
portfolio turnover calculation report and shall provide the broker reports that
are electronically downloaded from the Custodian’s accounting system and
have been requested by the Funds.
(4) Compliance Support.
The Custodian shall perform, in accordance with operating procedures as the
Custodian and the Funds shall from time to time agree in writing, administrative
compliance monitoring of the Funds with respect to the investment objectives,
restrictions and policies set forth in (i) the Fund’s current
prospectus and statement of additional information provided by the Funds, or
otherwise available to the Custodian, (ii) the 1940 Act and
(iii) applicable IRS rules and regulations, using both manual compliance
testing and an automatic compliance system currently utilized by the Custodian
through an unaffiliated third party vendor. Any changes or modifications to the
administrative compliance monitoring provided by the Custodian shall be agreed
upon by the Funds and the Custodian in writing. In performing its compliance
monitoring services, the Custodian shall use post net asset value compliance
monitoring.
a. The Custodian and the
Funds agreed that each shall promptly notify the other of any possible
non-compliance by the Funds of their investment restrictions and policies.
b. The Custodian agrees
that it shall provide the Investment Advisor with a compliance summary report
for the Funds for each fiscal month end.
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c. The Funds agree that
they shall remain fully responsible for ensuring compliance of the investments
of the Funds with their investment restrictions and policies and that
assistance provided by the Custodian in monitoring investment restrictions and
policies shall not be deemed to be a delegation of responsibility to the
Custodian. In addition, the Funds agree that the Custodian shall not be liable
for the accuracy, completeness or use of any information or data other
compliance systems generate in connection with such administrative compliance
monitoring on any given date.






