WITNESSETH:

                           U.S. GLOBAL ACCOLADE FUNDS

                             AMENDMENT NO. 2 TO THE
               SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT

     AMENDMENT NO. 2 to the Second Amended and Restated  Master Trust  Agreement
of U.S. Global Accolade Funds dated August 16, 2000, made at San Antonio, Texas,
this 12th day of January 2005 by the officer hereunder.

                                   WITNESSETH:

     WHEREAS,  Section  7.3 of the Second  Amended  and  Restated  Master  Trust
Agreement (Agreement) dated August 16, 2000, (Agreement) of U.S. Global Accolade
Funds (Trust) provides that the Agreement may be amended at any time, so long as
such  amendment  does not adversely  affect the rights of any  shareholder  with
respect to which such  amendment is or purports to be applicable  and so long as
such  amendment  is  not in  contravention  of  applicable  law,  including  the
Investment  Company  Act of 1940,  by an  instrument  in  writing,  signed  by a
majority  of the then  Trustees  (or by an officer of the Trust  pursuant to the
vote of a majority of such Trustees); and

     WHEREAS,  a  majority  of the  Trustees  of the  Trust  desire to amend the
Agreement to establish and designate a new Series of Shares of the Trust, namely
the Global Emerging Markets Fund; and

     WHEREAS,  a majority of the  Trustees of the Trust have duly  adopted  this
amendment,  and  authorized  the same to be filed with the Secretary of State of
the Commonwealth of Massachusetts; NOW, THEREFORE BE IT

     VOTED: That the undersigned,  Xxxxx X. Xxxxxx, the duly elected and serving
President of the Trust,  pursuant to the authorization  described above,  hereby
amends Section 4.2 of the Second Amended and Restated Master Trust Agreement, as
heretofore in effect, to read as follows:

          Section 4.2  Establishment  and  Designation  of  Sub-Trusts.  Without
     limiting the Trustees'  authority to establish further Sub-Trusts  pursuant
     to Section 4.1, the Trustees hereby establish the following  Sub-Trusts and
     classes of Sub-Trusts:

    Sub-Trust: Xxxxxx Growth Fund                    Sub-Trust: MegaTrends Fund
         Class: R shares                                  Class: R shares
         Class: C shares                                  Class: C shares

    Sub-Trust: Eastern European Fund                 Sub-Trust Global Emerging
                                                     Markets Fund
         Class: R shares                                  Class: R shares
         Class: C shares                                  Class: C shares

     WITNESS my hand and seal this 12th day of January 2005.


                                                              /s/Xxxxx X. Xxxxxx
                                                              ------------------
                                                              Xxxxx X. Xxxxxx
                                                              President
STATE OF TEXAS
COUNTY OF BEXAR

     Then  personally  appeared  before me the above  named  Xxxxx X. Xxxxxx and
acknowledged  this  instrument  to be his  free act and  deed  this  12th day of
January 2005.


/S/XXXXX XXXXXX                                               9-14-2007
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NOTARY PUBLIC'S SIGNATURE                                MY COMMISSION EXPIRES


SEAL