Exhibit 10.23 — 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 Accolade 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 for the purpose of holding foreign securities,
cash and cash equivalents outside of the United States, (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:
III.
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 therefor 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 investments with any applicable documents, laws
or regulations, or for losses, costs or expenses arising
out
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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. The Custodian shall
also prepare a 13f report and shall submit said report to the Fund
for review on a quarterly basis. For avoidance of doubt, the
Custodian shall not be responsible for approving or filing 13f
reports.
(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 eac
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