TRANSFER AGENCY AGREEMENT

    THIS  AGREEMENT  is made as of the 21st day of February  2001 by and between
U.S. Global  Investors Funds, an  unincorporated  business trust organized under
the laws of the Commonwealth of  Massachusetts,  having its principal office and
place of business at 7900 Callaghan Road, San Antonio,  Texas 78229 (hereinafter
referred to as the  "Trust"),  and United  Shareholder  Services,  Inc., a Texas
corporation authorized to do business at 7900 Callaghan Road, San Antonio, Texas
78229 (hereinafter referred to as the "Transfer Agent").

WITNESSETH:

    That for and in consideration of the mutual promises  hereinafter set forth,
the Trust on behalf of each Sub-Trust and the Transfer Agent agree as follows:

    1.  DEFINITIONS.  Whenever used in this  Agreement,  the following words and
        phrases, unless the context otherwise requires, shall have the following
        meanings:

        (a) "Authorized Person" includes the President,  any Vice President, the
            Secretary,  Treasurer,  the persons listed in Appendix A hereto,  or
            any  other  person,  whether  or not the  person  is an  Officer  or
            employee of the Trust, duly authorized to give Oral Instructions and
            Written  Instructions  on  behalf  of the  Trust as  indicated  in a
            certification  pursuant  to  Section  7(d)  or  7(e)  hereof  as the
            Transfer Agent may receive from time to time;

        (b) "Certificate" means any notice,  instruction, or other instrument in
            writing, authorized or required by this Agreement to be given to the
            Transfer Agent, which the Transfer Agent actually receives and which
            any two Officers of the Trust have signed on its behalf;

        (c) "Commission" has the meaning given it in the 1940 Act;

        (d) "Custodian"  refers to the  custodian of all of the  securities  and
            other moneys the Trust owns;

        (e) "Declaration   of  Trust"  means  the  Master  Trust  Agreement  and
            Declaration  of Trust of United  Services Funds dated July 31, 1984,
            as it is amended from time to time;

        (f) "Officer"  means  the  President,  Vice  President,  Secretary,  and
            Treasurer;

        (g) "Oral  Instructions"  means instructions  orally communicated to and
            actually received by the Transfer Agent from an Authorized Person or
            from a  person  the  Transfer  Agent  reasonably  believes  to be an
            Authorized Person;

        (h) "Prospectus" means the most current effective prospectus relating to
            the particular  Sub-Trust's Shares under the Securities Act of 1933,
            as amended;

        (i) "Shares" refers to the transferable units of interest into which the
            beneficial  interest in the Trust or any  Sub-Trust of the Trust (as
            the context may require) shall be divided from time to time;

        (j) "Shareholder" means a record owner of Shares;

        (k) "Sub-Trust"  means each series of Shares  established and designated
            under or in  accordance  with the  provisions  of  Article IV of the
            Declaration  of Trust,  as listed  in  Appendix  C, as the Trust may
            modify from time to time;

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        (l) "Trust" refers to the Massachusetts business trust established under
            the Declaration of Trust;

        (m) "Trustees"  or  "Board  of  Trustees"  refers  to the  duly  elected
            Trustees of the Trust;

        (n) "Written  Instruction"  means a written  communication  the Transfer
            Agent actually  receives from an Authorized  Person or from a person
            the Transfer Agent reasonably believes to be an Authorized Person by
            telex or any other system whereby the receiver of a communication is
            able to verify through codes or otherwise  with a reasonable  degree
            of certainty the  authenticity  of the sender of the  communication;
            and

        (o) The "1940 Act" refers to the Investment  Company Act of 1940 and the
            regulations thereunder.

    2.  REPRESENTATION  OF  TRANSFER  AGENT.  The  Transfer  Agent  does  hereby
        represent  and  warrant  to the Trust  that it is duly  registered  as a
        transfer agent as provided in Section 17A(c) of the Securities  Exchange
        Act of 1934, as amended.  The Transfer Agent  represents that it is duly
        organized and existing and in good standing  under the laws of the state
        of  Texas;  that  it is  empowered  under  applicable  laws  and  by its
        organizational  documents  and  By-laws to enter into and  perform  this
        agreement;  that all  necessary  filings  with the states will have been
        made and will be current during the term of this agreement;  and that no
        legal or  administrative  proceedings have been instituted or threatened
        that would impair the Transfer Agent's ability to perform its duties and
        obligations under this Agreement.

    3.  REPRESENTATIONS OF THE TRUST. The Trust represents to the Transfer Agent
        that, as of the date hereof,  all outstanding Shares are validly issued,
        fully paid,  and  non-assessable  by the Trust.  The Trust may hereafter
        issue an unlimited number of Shares of each Sub-Trust presently existing
        or hereafter  created.  When Shares are  hereafter  issued in accordance
        with the terms of the  Prospectus,  the Shares shall be validly  issued,
        fully paid, and  non-assessable  by the Trust. The Trust represents that
        it  is  validly   existing  under  the  laws  of  the   Commonwealth  of
        Massachusetts;  that it is empowered  under  applicable  laws and by its
        Declaration  of Trust  and  By-laws  to  enter  into  and  perform  this
        agreement; that it is registered under the 1940 Act; that a registration
        statement on Form N-1A has been filed and will be  effective  during the
        term of this  agreement;  that all  necessary  filings  with the  states
        (including all registration or filing fees) will have been made and will
        be  current  during  the  term of this  agreement;  and that no legal or
        administrative proceedings have been instituted or threatened that would
        impair the Fund's  ability to perform its duties and  obligations  under
        this Agreement.

    4.  APPOINTMENT  OF THE  TRANSFER  AGENT.  The  Trust  hereby  appoints  and
        constitutes  the Transfer  Agent as transfer agent for all of the Shares
        of each  Sub-Trust of the Trust in existence as of the date hereof,  and
        as  shareholder-servicing  agent for the Trust  and the  Transfer  Agent
        accepts these  appointments  and agrees to perform the duties herein set
        forth.  If  the  Board  of  Trustees,  pursuant  to  Article  IV of  the
        Declaration of the Trust,  hereafter  designates and  establishes one or
        more new  Sub-Trusts,  the  Transfer  Agent  agrees  that it will act as
        transfer agent and shareholder  servicing agent for the new Sub-Trust(s)
        on the terms set forth herein. The Trust shall cause a written notice to
        be sent to the Transfer  Agent to the effect that it has  established  a
        new Sub-Trust and that it appoints the Transfer  Agent as transfer agent
        and shareholder  servicing agent for the new Sub-Trust.  Compensation of
        the Transfer


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<PAGE>

        Agent shall be established pursuant to Section 5 hereof. The Trust shall
        provide any documents as are specified in Sections 6 and 7 hereof as the
        Transfer Agent may reasonably request.

    5.  COMPENSATION.

        (a) Each Sub-Trust  will  compensate the Transfer Agent for its services
            rendered under this Agreement in accordance  with the fees set forth
            in the Fee Schedule annexed hereto and  incorporated  herein for the
            existing  Sub-Trusts,  except as provided in paragraph  5(e) of this
            Agreement.    The   Fee   Schedule   shall   specify   out-of-pocket
            disbursements  of the Transfer  Agent for which the  Transfer  Agent
            shall be entitled to bill  separately.  No Sub-Trust shall be liable
            for any expenses, debts, or obligations arising under this Agreement
            of any other Sub-Trust.

        (b) The parties will agree upon the  compensation for acting as Transfer
            Agent for any Sub-Trust hereafter  designated and established at the
            time that the Transfer Agent commences serving as transfer agent for
            that  Sub-Trust,  and this  agreement  shall be  reflected  in a Fee
            Schedule  for that  Sub-Trust,  dated and  signed  by an  authorized
            officer of each party, to be attached to this Agreement.

        (c) Any  compensation to be paid under this agreement may be adjusted by
            attaching to this Agreement a revised Fee Schedule,  approved by the
            Board of Trustees of the Trust and dated and signed by an Officer of
            each party.

        (d) The Transfer Agent will bill the Trust for each Sub-Trust as soon as
            practicable  after the end of each calendar month,  and the billings
            will be  detailed  in  accordance  with  the Fee  Schedule  for each
            Sub-Trust. The Trust promptly will pay the amount of the bill to the
            Transfer Agent.

        (e) From time to time the Transfer  Agent may request that the Trust pay
            for part or all of the  services or products  provided  through,  or
            maintenance  or  improvements  made to, the Trust's  website.  These
            costs  include,  but are not limited to,  providing  online  account
            access and  banking  transactions,  shareholder  communications  via
            e-mail,  online NAV  information,  and responding to online requests
            from current  investors for a prospectus or other fund  information.
            The Trust shall pay for that  portion of the costs which  represents
            the portion of website visitors who are  shareholders  accessing the
            website  to  obtain  or  change  account  information,  to  engage n
            transactions  related to their  existing  accounts,  or to obtain or
            request  information about the Trust. These costs shall be allocated
            pursuant to reasonable  procedures or formulae  mutually agreed upon
            from time to time,  which procedures or formulae shall to the extent
            practicable reflect studies of relevant empirical data.

    6.  DOCUMENTS. In connection with the appointment of the Transfer Agent, the
        Trust  shall,  on or before the date this  Agreement  goes into  effect,
        provide copies of the following documents to the Transfer Agent:

        (a) A copy of the Declaration of Trust as then in effect;

        (b) A copy of the By-laws of the Trust, as then in effect;

        (c) A copy of the resolution of the Trustees authorizing this Agreement;

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<PAGE>

        (d) If  applicable,  a specimen  of the  certificate  for Shares of each
            Sub-Trust  of the Trust in the form the  Trustees  approved,  with a
            certificate of the Secretary of the Trust as to this approval;

        (e) All  account  application  forms and  other  documents  relating  to
            Shareholder accounts or relating to any plan, program or service the
            Trust offers;

        (f) If applicable,  a list of  Shareholders  of the existing  Sub-Trusts
            with  the  name,  address,  and tax  identification  number  of each
            Shareholder,  and the  number of Shares of the  existing  Sub-Trusts
            each Shareholder  holds,  certificate  numbers and denominations (if
            any  certificates  have been issued),  lists of any accounts against
            which  stops have been  placed,  together  with the  reasons for the
            stops, and the number of Shares the Sub-Trusts redeemed; and

        (g) A copy of the  opinion of counsel  for the Trust on the  validity of
            the Shares and the status of the shares under the  Securities Act of
            1933.

    7.  FURTHER DOCUMENTATION. The Trust will also furnish to the Transfer Agent
        from time to time the following documents:

        (a) Each  resolution of the Trustees  authorizing  the original issue of
            Shares or establishing a new Sub-Trust;

        (b) Each  Registration  Statement  filed  with the  Commission,  and all
            amendments and orders pertaining to the Registration  Statement,  in
            effect for the sale of Shares of the Trust;

        (c) A copy of each amendment to the  Declaration of Trust by the By-laws
            of the Trust;

        (d) Copies of each vote of the Trustees  designating  Authorized Persons
            to give instructions to the Transfer Agent;

        (e) Certificates as to any change in an Officer or Trustee of the Trust;

        (f) Specimens of all new  certificates  for Shares,  accompanied  by the
            Trustees' resolutions approving these forms; and

        (g) Any other certificates, documents, or opinions as the Transfer Agent
            and the Trust may mutually  deem  necessary or  appropriate  for the
            Transfer Agent in the proper performance of its duties.

    8.  DUTIES OF THE TRANSFER AGENT.

        (a) The Transfer Agent shall be  responsible  for  administering  and/or
            performing transfer agent functions,  for acting as service agent in
            connection  with  dividend  and  distribution  functions,   and  for
            performing  shareholder  account  administrative  agent functions in
            connection with the issuance, transfer, and redemption or repurchase
            (including  coordination  with the Custodian) of the Trust's Shares.
            The details of the operating standards and procedures to be followed
            shall be determined  from time to time as the Transfer Agent and the
            Trust agree.

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<PAGE>

        (b) The Transfer  Agent will  provide the services  listed in Appendix B
            subject to the control,  direction, and supervision of the Board and
            its designated agents and in compliance with the purchase, sale, and
            exchange  provisions  of the Trust's  prospectus  and  statement  of
            additional information as in effect from time to time.

        (c) The Transfer  Agent shall record the issuance of shares  pursuant to
            Rule  17Ad-10(e)  of the 1934 Act and maintain a record of the total
            number of Shares of each Sub-Trust which are authorized,  based upon
            data the Trust  provides  to it,  and issued  and  outstanding.  The
            Transfer  Agent shall  provide the Trust and its agent for preparing
            and making  "blue sky"  filings  with the states on a regular  basis
            with  the  total  number  of  Shares  of each  Sub-Trust  which  are
            authorized and issued and  outstanding and shall have no obligation,
            when  recording  the issuance of Shares,  to monitor the issuance of
            such Shares or to take  cognizance of any laws relating to the issue
            or  sale  of  such  Shares,   which  functions  shall  be  the  sole
            responsibility of the Trust.

        (d) The Transfer Agent shall create and maintain all records required by
            applicable laws,  rules, and regulations,  including but not limited
            to records  required by Section  31(a) of the 1940 Act and the rules
            thereunder,  as they may be amended from time to time, pertaining to
            the various  functions the Transfer Agent performs and which are not
            otherwise  created  and  maintained  by another  party  pursuant  to
            contract  with the Trust.  All such records shall be the property of
            the Trust at all times and shall be available for its inspection and
            use.  When  applicable,  the  Transfer  Agent shall  maintain  these
            records  for the  periods  and in the places  required by Rule 31a-2
            under the 1940 Act. The  retention  of such records  shall be at the
            expense of the Trust. The Transfer Agent shall make available during
            regular  business  hours all  record  and  other  data  created  and
            maintained  pursuant to this Agreement for the reasonable  audit and
            inspection  by the  Trust,  any  person  the Trust  retains,  or any
            regulatory agency having authority over the Trust.

        (e) In addition to the duties  listed in Appendix B, the Transfer  Agent
            shall perform other duties and functions and shall be paid for these
            services as the  Transfer  Agent and the Trust may from time to time
            agree in writing.

    9.  RIGHT TO SEEK  ASSURANCES.  The  Transfer  Agent  reserves  the right to
        refuse to  transfer  or redeem  Shares  until it is  satisfied  that the
        requested  transfer or  redemption is legally  authorized,  and it shall
        incur no liability for the refusal,  in good faith, to make transfers or
        redemptions that the Transfer Agent, in its judgment,  deems improper or
        unauthorized,  or until it is  satisfied  that there is no basis for any
        claim adverse to the transfer or redemption.  The Transfer Agent may, in
        effecting transfers, rely upon the provisions of the Uniform Act for the
        Simplification of Fiduciary Security Transfers or the Uniform Commercial
        Code, as these may be amended from time to time, which in the opinion of
        legal counsel for the Trust or of its own legal  counsel,  protect it in
        not  requiring  certain  documents  in  connection  with the transfer or
        redemption  of Shares of any  Sub-Trust.  The Trust shall  indemnify the
        Transfer Agent for any act it does or omits to do in reliance upon these
        laws or opinions of counsel of the Trust or its own counsel.

    10. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.

        (a) The  Transfer  Agent shall be  protected in acting upon any paper or
            document  it  believes  to be genuine  and to have been signed by an
            Authorized  Person  and shall not be held to have any


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<PAGE>

            notice of any change of  authority  of any person  until  receipt of
            written  certification  thereof  from the  Trust.  It shall  also be
            protected  in  processing  Share  certificates  that  it  reasonably
            believes to bear the proper manual or facsimile signatures.

        (b) At any time, the Transfer  Agent may apply to any Authorized  Person
            of the Trust for  Written  Instructions,  and at the  expense of the
            Trust,  may seek advice from legal  counsel for the Trust or its own
            legal  counsel,  for any  matter  arising  in  connection  with this
            Agreement,  and it shall  not be liable  for any  action it takes or
            does not take or  suffers  in good  faith in  accordance  with these
            Written  Instructions  or with the opinion of counsel.  In addition,
            the Transfer Agent, its officers,  agents, or employees shall accept
            instructions  or requests from any person  representing or acting on
            behalf  of the  Trust  only if the  Transfer  Agent,  its  officers,
            agents,  or employees knows the  representative  to be an Authorized
            Person.  The  Transfer  Agent  shall have no duty or  obligation  to
            inquire into, nor shall the Transfer  Agent be responsible  for, the
            legality  of any  act it does  upon  the  request  or  direction  of
            Authorized Persons of the Trust.

        (c) Notwithstanding  any of the foregoing  provisions of this Agreement,
            the Transfer  Agent shall be under no duty or  obligation to inquire
            into,  and shall not be liable for: (i) the legality of the issue or
            sale of any Shares of the Trust, or the sufficiency of the amount to
            be received  therefore;  (ii) the legality of the  redemption of any
            Shares  of the  Trust,  or the  propriety  of the  amount to be paid
            therefore;  (iii) the  legality  of the Trust's  declaration  of any
            dividend, or the legality of the issue of any Shares of the Trust in
            payment  of  any  stock  dividend;  or  (iv)  the  legality  of  any
            recapitalization or readjustment of the Shares of the Trust.

    11. STANDARD OF CARE AND INDEMNIFICATION.

        (a) The Transfer Agent may, in connection  with this  Agreement,  employ
            agents or  attorneys  in fact,  and shall not be liable for any loss
            arising out of or in  connection  with its actions or the actions of
            its agents or attorneys in fact under this  Agreement so long as the
            Transfer Agent acts in good faith and with due diligence, and is not
            negligent or guilty of any willful misconduct.

        (b) The Trust hereby  agrees to indemnify and hold harmless the Transfer
            Agent from and against any and all claims,  demands,  expenses,  and
            liabilities  (whether  with or without  basis in fact of law) of any
            and every nature  which the  Transfer  Agent may sustain or incur or
            which any person may assert against the Transfer Agent by reason of,
            or as a result of: (i) any action the Transfer  Agent takes or omits
            to take in good faith in reliance upon any Certificate,  instrument,
            order,  or stock  certificate  it  believed  to be genuine and to be
            signed,  countersigned,  or executed by any duly authorized  person,
            upon the Oral Instructions or Written  Instructions of an Authorized
            Person of the Trust,  or upon the  opinion of legal  counsel for the
            Trust or its own counsel; or (ii) any good action the transfer Agent
            takes or is permitted to take in connection  with its appointment in
            good  faith  in  reliance   upon  any  law,  act,   regulation,   or
            interpretation  of the same even though the same may thereafter have
            been   altered,    changed,    amended,   or   repealed.    However,
            indemnification hereunder shall not apply to actions or omissions of
            the Transfer Agent or its directors,  officers, employees, or agents
            in cases of its or their own  negligence,  willful  misconduct,  bad
            faith, or reckless disregard of its or their own duties hereunder.

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<PAGE>

    12. AFFILIATION  BETWEEN TRUST AND TRANSFER AGENT. It is understood that the
        Trustees, officers, employees, agents, and Shareholders of the Trust are
        or may be  interested  in the  Transfer  Agent as  directors,  officers,
        employees, agents,  stockholders,  or otherwise, and that the directors,
        officers,  employees,  agents, or stockholders of the Transfer Agent may
        be interested  in the Trust as Trustees,  officers,  employees,  agents,
        Shareholders,  or  otherwise.  The  fact  that the  officers,  Trustees,
        employees, agents, or Shareholders of the Trust are or may be affiliated
        persons  (as  defined in the 1940 Act) of the  Transfer  Agent shall not
        affect the validity of this Agreement.

    13. TERM.

        (a) This  Agreement  shall  become  effective  on the date  hereof  (the
            "Effective  Date") and shall continue so long as the  continuance is
            specifically  approved at least annually by either a majority of the
            Trustees  or  the  vote  of a  majority  of the  outstanding  voting
            securities (as defined in the 1940 Act).

            Any  approval of this  Agreement by the holders of a majority of the
            outstanding  shares (as  defined  in the 1940 Act) of any  Sub-Trust
            shall be  effective to continue  this  Agreement  for any  Sub-Trust
            notwithstanding:  (i) that this  Agreement  has not been approved by
            the  holders of a majority  of the  outstanding  shares of any other
            Sub-Trust  affected  thereby,  and (ii) that this  Agreement has not
            been approved by the vote of a majority of the outstanding shares of
            the Trust,  unless  this  approval  shall be  required  by any other
            applicable law or otherwise.

        (b) This Agreement may be terminated at any time without  payment of any
            penalty  by vote of the  Trustees  of the  Trust or by the  Transfer
            Agent on sixty (60) day written  notice to the other  party.  In the
            event the Trust  gives  notice,  notice  shall be  accompanied  by a
            resolution  of the Board of Trustees,  certified  by the  Secretary,
            electing to terminate  this  Agreement  and  designating a successor
            transfer agent.

    14. AMENDMENT.  This  Agreement may not be amended or modified in any manner
        except  by a  written  agreement  executed  by  both  parties  with  the
        formality of this  Agreement and  authorized or approved by a resolution
        of the Board of Trustees.

    15. SUBCONTRACTING.  The Trust  agrees that the  Transfer  Agent may, in its
        discretion,  subcontract  for  certain of the  services  to be  provided
        hereunder.

    16. SECURITY.  The Transfer Agent  represents and warrants that, to the best
        of its knowledge,  the various procedures and systems which the Transfer
        Agent has implemented for safeguarding from loss or damage  attributable
        to fire, theft, or any other cause (including  provision for twenty-four
        hours a day restricted  access) the Trust's blank checks,  records,  and
        other  data  and  the  Transfer   Agent's  records,   data,   equipment,
        facilities,   and  other  property  used  in  the   performance  of  its
        obligations hereunder are adequate and that it will make changes therein
        from  time  to time  as in its  judgment  are  required  for the  secure
        performance of its obligations hereunder. The parties shall periodically
        review these systems and procedures.

    17. MISCELLANEOUS.

        (a) Any notice or other instrument in writing, authorized or required by
            this Agreement to be given to the Trust or the Transfer Agent, shall
            be  sufficiently  given if  addressed  to that  party


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<PAGE>

            and mailed or  delivered  to it at its office set forth  below or at
            another place as it may from time to time designate in writing.

               TO THE TRUST:                   TO THE TRANSFER AGENT:
               U.S. Global Investors Funds     United Shareholder Services, Inc.
               7900 Callaghan Road             7900 Callaghan Road
               San Antonio, Texas 78229        San Antonio, Texas 78229
               Attention: President            Attention: President

        (b) This Agreement shall extend to and shall be binding upon the parties
            hereto  and  their  respective  successors  and  assigns,  provided,
            however,  that neither the Trust nor the Transfer Agent shall assign
            this Agreement without the written consent of the other.

        (c) This Agreement shall be construed in accordance with the laws of the
            State of Texas.

        (d) This Agreement may be executed in any number of  counterparts,  each
            of which  shall be deemed to be an  original;  but the  counterparts
            shall, together, constitute only one instrument.

        (e) If any term or  condition  of this  Agreement  shall be  invalid  or
            unenforceable  to  any  extent  or  in  any  application,  then  the
            remainder of this Agreement  (including the term or condition to the
            extent possible) shall not be affected  thereby,  and each and every
            term and condition of this Agreement  shall be valid and enforceable
            to the fullest extent and in the broadest  application  permitted by
            law.

        (f) Neither party may assign this Agreement  without the written consent
            of the other party.

        (g) The failure of a party to insist upon strict  adherence  to any term
            of this  Agreement on any occasion  shall not be considered a waiver
            nor shall it  deprive  the party of the right  thereafter  to insist
            upon strict  adherence  to that term or any term of this  Agreement.
            Any waiver must be in writing signed by the waiving party.

        (h) The Transfer  Agent shall not be responsible or liable for any harm,
            loss,  or damage the Trust,  its  investors,  or other third parties
            suffer  or for  any  failure  or  delay  in the  performance  of its
            obligations under this Agreement arising out of or caused,  directly
            or indirectly,  by circumstances beyond its control. In the event of
            such circumstances,  the Transfer Agent shall use reasonable efforts
            under the  circumstances  to mitigate any adverse  effects that such
            circumstances  may have upon the Trust, its investors,  or any third
            parties in connection with this  Agreement.  In the event of a force
            majeure, any resulting harm, loss, damage,  failure, or delay by the
            Transfer  Agent will not give the Trust the right to terminate  this
            Agreement.

    18. LIMITATION  OF  LIABILITY  OF  TRUSTEES.  It is  expressly  agreed  that
        obligations  of the  Trust  hereunder  shall  not be  binding  upon  any
        Trustee,  Shareholder,  nominees,  officers, agents, or employees of the
        Trust,  personally,  but bind only the assets and property of the Trust,
        as provided in the Master Trust Agreement. The execution and delivery of
        this  Agreement  have been  authorized  by the Trustees and signed by an
        authorized  officer  of the  Trust,  acting as such,  and  neither  this
        authorization  nor this  execution and delivery  shall be deemed to have
        been made by any of them  individually or to impose any liability on any
        of them  personally,  but shall bind only the assets and property of the
        Trust as provided in the Master Trust Agreement.

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<PAGE>

    IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement  to be
executed by their  respective  officers  thereunder  duly  authorized  and their
respective  seals to be  hereunto  affixed,  as of the day and year first  above
written.

                                      U.S. GLOBAL INVESTORS FUNDS


    Attest:
    By: /s/ Stacy G. Henk             By: /s/ Frank E. Holmes
                                          -----------------------
                                          Frank E. Holmes
                                          President

    S E A L



                                      UNITED SHAREHOLDER SERVICES, INC.


    Attest:
    By: /s/ Stacy G. Henk             By: /s/ Susan B. McGee
                                          -----------------------
                                          Susan B. McGee
                                          President

    S E A L



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<PAGE>


                                  FEE SCHEDULE

     As compensation for all services the Transfer Agent renders and will render
hereunder,  each  Sub-Trust  shall pay to the  Transfer  Agent an annual fee per
investor account for all Sub-Trusts,  including equity, bond, and "money market"
funds, an annual fee of $23 per account. In connection with  obtaining/providing
administrative  services  to the  beneficial  owners  of  Trust  shares  through
broker-dealers,  banks, trust companies,  and similar  institutions that provide
these  services and maintain an omnibus  account with the Transfer  Agent,  each
Sub-Trust  shall pay to the  Transfer  Agent a monthly fee equal to  one-twelfth
(1/12)  of 12.5  basis  points  (.00125%)  of the  value  of the  shares  of the
Sub-Trust held in accounts, at the institutions,  which payment shall not exceed
$1.92 times the average  daily  number of accounts  holding  Trust shares at the
institution.

     The Transfer  Agent shall be entitled to bill the Trust  separately for all
out-of-pocket  disbursements incurred at the direction of the Trust,  including,
without limitation:

     (a)  Costs of postage, envelopes, statements, confirmations, forms, labels,
          and any other materials required to be sent to shareholders;

     (b)  Costs of stationery  and postage for  communications  with  individual
          shareholders regarding the investment accounts;

     (c)  Costs of microfilm, and microfilm and electronic storage;

     (d)  Costs of storage of records to be maintained  under applicable laws or
          regulations;

     (e)  Telephone and line charges,  including "800 service"  shareholders use
          to contact the Transfer  Agent,  telephone  equipment and  maintenance
          contracts;

     (f)  Processing forms and printing thereof;

     (g)  Other usual and customary miscellaneous items; and

     (h)  Electronic  communications  including firewall service for security 24
          hours a day; router  communications;  bank transaction  communications
          (modems),  including  modem  telephone  lines;  server  hardware (data
          warehousing,  data security,  data access);  printers; PC hardware and
          software;  and  PC  maintenance  (support  and  training  on  computer
          hardware).

     With  regard  to the  costs  of  items  such as  telephone  and  electronic
communications  charges which are susceptible to use for multiple purposes,  the
Trust  shall pay for that  portion of the costs  which  represent  usage of such
communications   systems  for   communications   by  the  Transfer   Agent  with
shareholders  of the Trust for purposes of fulfilling its duties as set forth in
Section  8 of  the  Agreement.  These  costs  shall  be  allocated  pursuant  to
reasonable  procedures or formulae mutually agreed upon from time to time, which
procedures  or  formulae  shall to the  extent  practicable  reflect  studies of
relevant empirical data.

     The Trust assesses Account Closing Fees, Small Account Charges, and Account
Maintenance  Fees to shareholders  of certain  Sub-Trusts in accordance with the
Trust's  prospectuses.  These  fees or

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<PAGE>

charges shall be paid directly to the Transfer Agent which will, in turn,  apply
these amounts first to its annual fee and then, in the event  aggregate fees and
charges exceed its annual fee, to  out-of-pocket  disbursements  incurred at the
direction of the Trust. The remainder,  if any, shall be paid to the appropriate
fund.


                                       11
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                                                                      APPENDIX A


                               AUTHORIZED PERSONS

     I, Frank E. Holmes,  President,  and I, Susan B. McGee,  Secretary, of U.S.
Global Investors Funds, a Massachusetts  business trust (the "Trust"), do hereby
certify that:

     The  Board of  Trustees  of the  Trust has duly  authorized  the  following
individuals in conformity  with the Trust's  Declaration of Trust and By-Laws to
give Oral Instructions and Written  Instructions on behalf of the Trust, and the
signatures set forth opposite their  respective names are their true and correct
signatures:

     NAME               POSITION                      SIGNATURE


     Frank E. Holmes    President                     /s/ Frak E. Holmes
                        Chief Executive Officer       -------------------
                        Chief Investment Officer


     Susan B. McGee     Executive Vice President      /s/ Susan B. McGee
                        Secretary                     -------------------


     Bobby D. Duncan    Treasurer                     /s/ Bobby D. Duncan
                                                      -------------------



                                       12
<PAGE>

                                                                      APPENDIX B


                          DUTIES OF THE TRANSFER AGENT

     The following is a general  description of the transfer agency services the
Transfer Agent shall provide to each Sub-Trust.

     A.   SHAREHOLDER  RECORD KEEPING.  Maintain  shareholder and stock transfer
          records  as  required  by the  rules of the  Securities  and  Exchange
          Commission,  including records for each shareholder showing: (i) name,
          address,  appropriate tax certification,  and tax identifying  number;
          (ii)  number of  shares  of each  Fund,  portfolio,  or  class;  (iii)
          historical information including,  but not limited to, dividends paid,
          date and price of all transactions  including individual purchases and
          redemptions,  based upon appropriate  supporting  documents;  (iv) any
          capital gain or dividend  reinvestment  order,  application,  specific
          address,   payment  and  processing  instructions  and  correspondence
          relating to the current  maintenance  of the account;  (v) any stop or
          restraining  order  placed  against  a  Shareholder's   account;  (vi)
          certificate  numbers,  denominations,  and the name of the  holder  of
          record  for  any   Shareholders   holding   certificates;   (vii)  any
          information  required in order for the  Transfer  Agent to perform the
          calculations this Agreement  contemplates or requires;  and (viii) any
          other information and data as applicable law may require.

     B.   SHARE  ISSUANCE.  Record  the  issuance  of Shares of each  Sub-Trust.
          Except as  specifically  agreed in writing  between the Transfer Agent
          and the  Trust,  the  Transfer  Agent  shall have no  obligation  when
          countersigning  and issuing and/or crediting Shares to take cognizance
          of any other  laws  relating  to the  issue and sale of Shares  except
          insofar as policies and procedures of the Stock  Transfer  Association
          recognize these laws.

     C.   PURCHASE,  EXCHANGE,  TRANSFER,  AND  REDEMPTION  ORDERS.  Process all
          orders for the purchase,  exchange, transfer, and redemption of shares
          of the Trust in accordance  with the Trust's  current  prospectus  and
          customary   transfer  agency   policies  and   procedures,   including
          electronic   transmissions   which  the  Trust   acknowledges  it  has
          authorized, or in accordance with any instructions of the Trust or its
          agents which the Transfer Agent reasonably believes to be authorized.

          1.   PURCHASES.  Upon the sale of any Shares of a Sub-Trust, the Trust
               shall  transmit,  or  cause  to  be  transmitted,  the  following
               information to the Transfer Agent via a mutually acceptable means
               of communication, specifying: (i) the name of the Sub-Trust whose
               Shares were sold; (ii) the number of Shares sold, trade date, and
               price; (iii) the amount of money to be delivered to the Custodian
               for the sale of the  Shares  and  specifically  allocated  to the
               Sub-Trust;  and (iv) in the case of a new account,  a new account
               application or sufficient information to establish an account.

               (a)  The  Transfer  Agent  will,  upon its  receipt of a check or
                    other  payment it identifies as an investment in Shares of a
                    Sub-Trust  and drawn or  endorsed to the  Transfer  Agent as
                    agent for,  or  identified  as being for the  account  of, a
                    Sub-Trust,  promptly  deposit the check or other  payment to
                    the  appropriate  account  and  make  such  postings  as are

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<PAGE>

                    necessary to reflect the investment. The Transfer Agent will
                    notify the Trust, or its designee,  and the Custodian of all
                    purchases and related account adjustments.

               (b)  Under  procedures as the Trust and Transfer Agent establish,
                    the  Transfer  Agent  shall  issue to the  purchaser  or his
                    authorized agent the Shares he is entitled to receive, based
                    on the  appropriate  net  asset  value  of  the  Sub-Trust's
                    Shares,  determined in accordance  with the Trust's  pricing
                    procedures, as approved by the Board of Trustees. In issuing
                    Shares to a purchaser or his authorized  agent, the Transfer
                    Agent shall be entitled to rely upon the latest  directions,
                    if any,  the Transfer  Agent  previously  received  from the
                    purchaser or his authorized agent concerning the delivery of
                    the Shares.

               (c)  The Transfer Agent shall not be required to issue any Shares
                    of the Trust when it has received a Written Instruction from
                    the  Trust or  written  notification  from  any  appropriate
                    Federal  or state  authority  that the sale of the Shares of
                    the   Sub-Trust   in   question   has  been   suspended   or
                    discontinued,  and the  Transfer  Agent shall be entitled to
                    rely upon the Written Instruction or written notification.

               (d)  Upon  the  issuance  of  any  Shares  of  any  Sub-Trust  in
                    accordance with the foregoing provision of this Section, the
                    Transfer Agent shall not be  responsible  for the payment of
                    any  original  issue or other taxes the Trust is required to
                    pay in connection with the issuance.

               (e)  The Transfer  Agent may  establish  additional  policies and
                    practices  governing the transfer or  registration of Shares
                    as it may deem advisable and consistent  with those transfer
                    agents generally adopt.

          2.   EXCHANGES,  TRANSFERS,  AND  REDEMPTIONS.  The Transfer  Agent is
               authorized  to review  and  process  transfers  of Shares of each
               Sub-Trust,  exchanges  between  Sub-Trusts  on the records of the
               Sub-Trusts the Transfer Agent  maintains,  exchanges  between the
               Trust and other funds as the Trust's  prospectus may permit,  and
               redemptions   of  Shares  of  a   Sub-Trust.   If  Shares  to  be
               transferred,   exchanged,   or  redeemed   are   represented   by
               outstanding certificates, the Transfer Agent will, upon surrender
               to it of the  certificates in proper form for transfer,  and upon
               cancellation  thereof,  in the case of exchanges  and  transfers,
               countersign  and  issue  new  certificates  for a like  number of
               Shares  and  deliver  the same or,  in the case of a  redemption,
               cause redemption  proceeds to be paid to the shareholder.  If the
               Shares  to  be  exchanged,   transferred,  or  redeemed  are  not
               represented by outstanding certificates, the Transfer Agent will,
               upon  receipt  of an  order  therefore  by or on  behalf  of  the
               registered  holder thereof in proper form, credit the same to the
               transferee  on its books or process the  redemption  request.  If
               Shares  are to be  exchanged  for  shares of  another  fund,  the
               Transfer  Agent will process the exchange in the same manner as a
               redemption  of  sale  of  Shares,  except  that  it  may  in  its
               discretion waive requirements for information and documentation.

     D.   SHAREHOLDER  COMMUNICATIONS.  The  Transfer  Agent will  transmit  all
          communications by the Trust to its shareholders promptly following the
          Trust's  delivery  to  the  Transfer  Agent  of  the  material  to  be
          transmitted by mail, telephone, courier service, or electronically.

     E.   PROXY MATERIALS.  In connection with special meetings of Shareholders,
          the Transfer  Agent will prepare  Shareholder  lists,  assist with the
          mailing or  transmission  of proxy  materials,  process

                                       14
<PAGE>

          and tabulate  returned  proxy cards,  report on proxies voted prior to
          meetings,  act as teller at  meetings,  and  certify  Shares  voted at
          meetings.

     F.   RETURNED CHECKS. If any check or other order for the transfer of money
          is returned  unpaid for any reason,  the Transfer  Agent will take any
          steps as it may, in its  discretion,  deem  appropriate to protect the
          Trust  from  financial  loss  or as  the  Trust  or its  designee  may
          instruct,  and notify  the Fund of the steps  taken.  If the  Transfer
          Agent adheres to standard procedures,  as the Trust and Transfer Agent
          agree upon from time to time,  regarding  purchases and redemptions of
          shares,  the  Transfer  Agent  shall  not be  liable  for any loss the
          Sub-Trust  suffers  as a result  of  returned  or unpaid  purchase  or
          redemption  transactions.  Except as mutually agreed upon from time to
          time,  legal or other expenses  incurred to collect  amounts owed to a
          Sub-Trust  as  a  consequence  of  returned  or  unpaid   purchase  or
          redemption  transaction  shall  be an  expense  of that  Sub-Trust.  A
          Sub-Trust  may,  at its  option,  purchase  insurance  to  reduce  its
          potential losses from collection activities.

     G.   SHAREHOLDER AND BROKER-DEALER CORRESPONDENCE.  The Transfer Agent will
          investigate all Shareholder inquiries relating to Shareholder accounts
          and will  answer  all  correspondence  from  Shareholders,  securities
          brokers,  and  others  relating  to its  duties  hereunder  and  other
          correspondence  as may  from  time  to time be  mutually  agreed  upon
          between the Transfer Agent and the Trust.

     H.   TAX REPORTING.  The Transfer Agent shall file appropriate  information
          returns   concerning   the  payment  of  dividends  and  capital  gain
          distributions with the proper Federal,  State and local authorities as
          the  Trust is  required  by law to file and  shall  withhold  any sums
          required to be withheld by applicable law.

     I.   DIVIDEND DISBURSING.  The Transfer Agent will prepare and mail checks,
          place wire  transfers,  or credit  income and capital gain payments to
          shareholders.  The  Trust  will  advise  the  Transfer  Agent  of  the
          declaration of any dividend or distribution and the record and payable
          date  thereof at least five (5) days  prior to the  record  date.  The
          Trust shall furnish to the Transfer Agent a resolution of the Board of
          Trustees of the Trust certified by the Secretary:  (i) authorizing the
          declaration of dividends on a specified  period basis and  authorizing
          the  Transfer  Agent  to rely on Oral  Instructions  or a  Certificate
          specifying   the  date  of  the   declaration   of  the   dividend  or
          distribution, the date of payment thereof, the record date as of which
          Shareholders  entitled to payment shall be  determined  and the amount
          payable  per share to  Shareholders  of record as of that date and the
          total amount payable to the Transfer Agent of the Trust on the payment
          date;  or  (ii)  setting  forth  the  date of the  declaration  of any
          dividend or distribution by a Sub-Trust,  the date of payment thereof,
          the record date as of which Shareholders  entitled to payment shall be
          determined,  and the amount payable per share to the  Shareholders  of
          record as of that date and the total  amount  payable to the  Transfer
          Agent on the payment date.

          The Transfer Agent will, on or before the payment date of any dividend
          or distribution,  notify the Trust's Custodian of the estimated amount
          required to pay any portion of the dividend or distribution payable in
          cash, and on or before the payment date of the distribution, the Trust
          will  instruct its Custodian to make  available to the Transfer  Agent
          sufficient  funds for the cash amount to be paid out. If the  Transfer
          Agent does not receive from the Custodian  sufficient  cash to pay all
          shareholders  of the Trust as of the record date,  the Transfer  Agent
          shall, upon notifying

                                       15
<PAGE>

          the Trust,  withhold  payment to all  Shareholders of record as of the
          record date until it receives sufficient cash for this purpose.

          If a shareholder is entitled to receive additional shares by virtue of
          any distribution or dividend, appropriate credits will be made to each
          shareholder's account. The Transfer Agent will calculate, prepare, and
          mail  checks  to,  or  (where  appropriate)  credit  the  dividend  or
          distribution to the account of, Sub-Trust  Shareholders,  and maintain
          and safeguard all underlying records.  The Transfer Agent will replace
          lost checks at its discretion and in conformity with regular  business
          practices.  The Transfer Agent will maintain all records  necessary to
          reflect the  crediting of dividends  that are  reinvested in Shares of
          the Trust, including without limitation daily dividends.  The Transfer
          Agent shall not be liable for any improper payments made in accordance
          with a resolution of the Board of Trustees of the Trust.

     J.   ESCHEATMENT.  The Transfer  Agent shall provide  escheatment  services
          abandoned accounts and returned checks under applicable law and report
          such actions to the Trust.

     K.   TELEPHONE  SERVICES.  The Transfer Agent will provide staff  coverage,
          training,  and  supervision in connection  with the Trust's  telephone
          line  for  shareholder  inquiries,   and  will  respond  to  inquiries
          concerning  shareholder  records,   transactions  the  Transfer  Agent
          processes, procedures to effect the shareholder records, and inquiries
          of a general nature relative to shareholder services.

     L.   12B-1. The Transfer Agent will calculate and process, or will cause to
          be  processed,  all 12b-1  payments  in  accordance  with each  Fund's
          current prospectus.

     M.   COMMISSION PAYMENTS. The Transfer Agent will calculate and process all
          commission payments in accordance with each Fund's current prospectus.

     N.   REQUESTS FOR INFORMATION. The Transfer Agent will provide all required
          information in a timely fashion in support of regulatory filings.

     O.   SAS 70. The Transfer Agent will make available to the Trust's  adviser
          independent auditor reports in compliance with SAS 70.

     P.   REGULATORY  CHANGES.  The Transfer Agent will assist with the analysis
          and implementation of any changes required by regulatory bodies.

     Q.   The Transfer Agent will:

          1.   Provide  office  facilities  for the  provision  of the  services
               contemplated  herein (which may be in the offices of the Transfer
               Agent or its corporate affiliate);

          2.   Provide or otherwise obtain personnel sufficient for provision of
               the services contemplated herein;

          3.   Furnish equipment and other materials  necessary or desirable for
               provision of the services contemplated herein; and

                                       16
<PAGE>

          4.   Keep records relating to the services  provided  hereunder in the
               form and manner as the  Transfer  Agent may deem  appropriate  or
               advisable.  To the extent  required by Section 31 of the 1940 Act
               and the rules  thereunder,  the  Transfer  Agent  agrees that all
               records  it  prepares  or  maintains  relating  to  the  services
               provided  hereunder  are the  property  of the  Funds and will be
               preserved for the periods  prescribed  under Rule 31a-2 under the
               1940 Act, maintained at the Funds' expense, and made available in
               accordance with Section 31 and the rules thereunder. The Transfer
               Agent  will make  available  during  regular  business  hours all
               records and other data  created and  maintained  pursuant to this
               Agreement for reasonable  audit and  inspection by the Trust,  or
               any  person  the Trust  retains.  Upon  reasonable  notice by the
               Trust,  the Transfer  Agent shall make  available  during regular
               business hours its facilities and premises employed in connection
               with its performance of this Agreement for reasonable  visitation
               by the Trust or any person the Trust retains.  The Transfer Agent
               may,  at its  option at any time,  and shall  forthwith  upon the
               Trust's demand, turn over to the Trust and cease to retain in the
               Transfer  Agent's  files,  records and  documents  it created and
               maintained in performance of its services or for its  protection.
               At the end of the six-year  retention  period,  these records and
               documents  either will be turned over to the Trust,  or destroyed
               in accordance with the Trust's authorization.

     R.   The Transfer  Agent shall  furnish the Trust any state  notice  filing
          reports,  any periodic and special reports as the Trust may reasonably
          request,  and  other  information,  including  Shareholder  lists  and
          statistical  information  concerning  accounts,  as the  Trust and the
          Transfer Agent may agree upon.



                                       17
<PAGE>


                                                                      APPENDIX C


                             SUB-TRUSTS OF THE TRUST

     All American Equity Fund
     China Region Opportunity Fund
     Equity Income Fund
     Global Resources Fund
     Gold Shares Fund
     Near-Term Tax Free Fund
     Tax Free Fund
     U.S. Government Securities Savings Fund
     U.S. Treasury Securities Cash Fund
     World Gold Fund

                                       18
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