DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 4th day of November, 1999 (the
"Agreement") by and between LKCM Funds, a Delaware business trust (the
"Company") and Provident Distributors, Inc. (the "Distributor"), a Delaware
corporation.
WHEREAS, the Company is registered as a diversified, open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and is currently offering units of beneficial interest
(such units of all series are hereinafter called the "Shares"), representing
interests in investment portfolios of the Company identified on Schedule A
hereto (the "Funds") which are registered with the Securities and Exchange
Commission (the "SEC") pursuant to the Company's Registration Statement on Form
N-IA (the "Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor
for the Funds to provide for the sale and distribution of the Shares of the
Funds identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Distributor will act on behalf of the Company for the distribution of
the Shares covered by the Registration Statement under the Securities Act of
1933, as amended (the "1933 Act"). The Distributor will have no liability for
payment for the purchase of Shares sold pursuant to this Agreement or with
respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor
to solicit orders for the sale of the Shares and will undertake such advertising
and promotion as it believes reasonable in connection with such solicitation;
provided, however, that each Fund will bear the expenses incurred and other
payments made in accordance with the provisions of the Agreement and any plan
now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under
the 1940 Act (the "Plans"). To the extent that the Distributor receives
shareholder services fees under any shareholder services plan adopted by the
Company, the Distributor agrees to furnish, and/or enter into arrangements with
others for the furnishing of, personal and/or account maintenance services with
respect to the relevant shareholders of the Company as may bc required pursuant
to such plan. It is contemplated that the Distributor will enter into sales or
servicing agreements with securities dealers, financial institutions and other
industry professionals, such as investment advisers, accountants and estate
planning firms.
1.3 The Company understands that the Distributor is now, and may in the future
be, the distributor of the shares of several investment companies or series
(collectively, the "Investment Entities"), including Investment Entities having
investment objectives similar to those of the Company. The Company further
understands that investors and potential investors in the Company
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may invest in shares of such other Investment Entities. The Company agrees that
the Distributor's duties to such Investment Entities shall not be deemed in
conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale
or offering of Shares except the Company's prospectus and statement of
additional information and such other materials as the Company shall provide or
approve.
1.5 All activities by the Distributor and its employees, as distributor of the
Shares, shall comply with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted by the SEC or the
National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market,
economic or political conditions or abnormal circumstances of any kind, the
Company may decline to accept any orders for, or make any sales of, the Shares
until such time as the Company deems it advisable to accept such orders and to
make such sales, and the Company advises the Distributor promptly of such
determination.
1.8 The Distributor may enter into selling agreements with selected dealers or
other institutions with respect to the offering of Shares to the public. Each
such selling agreement will provide (a) that all payments for purchases of
Shares will be sent directly from the dealer or such other institution to the
Funds' transfer agent and (b) that, if payment is not made with respect to
purchases of Shares at the customary or required time for settlement of the
transaction, the Distributor will have the right to cancel the sale of the
Shares ordered by the dealer or such other institution, in which case the dealer
or such other institution will be responsible for any loss suffered by any Fund
or the Distributor resulting from such cancellation. The Distributor may also
act as disclosed agent for a Fund and sell Shares of that Fund to individual
investors, such transactions to be specifically approved by an officer of that
Fund.
1.9 The Company agrees to pay all costs and expenses in connection with the
registration of Shares under the Securities Act of 1933, as amended, and all
expenses in connection with maintaining facilities for the issue and transfer of
Shares and for supplying information, prices and other data to be furnished by
the Fund hereunder, and all expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders.
1.10 The Company agrees at its own expense to execute any and all documents and
to furnish any and all information and otherwise to take all actions that may be
reasonably necessary in connection with the qualification of the Shares for sale
in such states as the Distributor may designate. The Company shall notify the
Distributor in writing of the states in which the Shares may be sold and shall
notify the Distributor in writing of any changes to the information contained in
the previous notification.
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1.11 The Company shall furnish from time to time, for use in connection with the
sale of the Shares, such information with respect to the Company and the Shares
as the Distributor may reasonably request; and the Company warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Company shall also furnish the
Distributor upon request with: (a) audited annual statements and unaudited
semi-annual statements of a Fund's books and accounts prepared by the Company,
(b) quarterly earnings statements prepared by the Company, (c) a monthly
itemized list of the securities in the Funds, (d) monthly balance sheets as soon
as practicable after the end of each month, and (e) from time to time such
additional information regarding the financial condition of the Company as the
Distributor may reasonably request.
1.12 The Company represents to the Distributor that all Registration Statements
and prospectuses filed by the Company with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the requirements of
the 1933 Act and the rules and regulations of the SEC thereunder. As used in
this Agreement, the term "Registration Statement" shall mean any Registration
Statement and any prospectus and any statement of additional information
relating to the Company filed with the SEC and any amendments or supplements
thereto at any time filed with the SEC. Except as to information included in the
Registration Statement in reliance upon information provided to the Company by
the Distributor or any affiliate of the Distributor expressly for use in the
Registration Statement, the Company represents and warrants to the Distributor
that any Registration Statement, when such Registration Statement becomes
effective, will contain statements required to be stated herein in conformity
with the 1933 Act and the rules and regulations of the SEC; that all statements
of fact contained in any such Registration Statement will bc true and correct
when such Registration Statement becomes effective; and that no Registration
Statement when such Registration Statement becomes effective will include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading to
a purchaser of the Shares. The Company may but shall not be obligated to propose
from time to time such amendment or amendments to any Registration Statement and
such supplement or supplements to any prospectus as, in the light of future
developments, may, in the opinion of the Company's counsel, be necessary or
advisable. The Company shall promptly notify the Distributor of any advice given
to it by its counsel regarding the necessity or advisability of amending or
supplementing such Registration Statement. If the Company shall not propose such
amendment or amendments and/or supplement or supplements within fifteen days
after receipt by the Company of a written request from the Distributor to do so,
the Distributor may, at its option, terminate this Agreement. The Company shall
not file any amendment to any Registration Statement or supplement to any
prospectus without giving the Distributor reasonable notice thereof in advance;
provided, however, that nothing contained in this Agreement shall in any way
limit the Company's right to file at any time such amendments to any
Registration Statements and/or supplements to any prospectus, of whatever
character, as the Company may deem advisable, such right being in all respects
absolute and unconditional.
1.13 The Company authorizes the Distributor to use any prospectus or statement
of additional information in the form furnished from time to time in connection
with the sale of the Shares. The Company agrees to indemnify and hold harmless
the Distributor, its officers, directors, and employees, and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act, free
and harmless (a) from and against any and all claims, costs, expenses (including
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reasonable attorneys' fees) losses, damages, charges, payments and liabilities
of any sort or kind which the Distributor, its officers, directors, employees or
any such controlling person may incur under the 1933 Act, under any other
statute, at common law or otherwise, arising out of or based upon: (i) any
untrue statement, or alleged untrue statement, of a material fact contained in
the Company's Registration Statement, prospectus, statement of additional
information, or sales literature (including amendments and supplements thereto),
or (ii) any omission, or alleged omission, to state a material fact required to
be stated in the Company's Registration Statement, prospectus, statement of
additional information or sales literature (including amendments or supplements
thereto), necessary to make the statements therein not misleading, provided,
however, that insofar as losses, claims, damages, liabilities or expenses arise
out of or are based upon any such untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with information
furnished to the Company by the Distributor or its affiliated persons for use in
the Company's Registration Statement, prospectus, or statement of additional
information or salts literature (including amendments or supplements thereto),
such indemnification is not applicable; and (b) from and against any and all
such claims, demands, liabilities and expenses (including such costs and counsel
fees) which the Distributor, its officers and directors, or such controlling
person, may incur in connection with this Agreement or the Distributor's
performance hereunder, unless such claims, demands, liabilities and expenses
(including such costs and counsel fees) arise by reason of the Distributor's
willful misfeasance, bad faith or negligence in the performance of the
Distributor's duties hereunder. The Company acknowledges and agrees that in the
event that the Distributor, at the request of the Company, are required to give
indemnification comparable to that set forth in clause (a) of this Section 1.13
to any entity selling Shares of the Company or providing shareholder services to
shareholders of the Company and such entity shall make a claim for
indemnification against the Distributor, the Distributor shall make a similar
claim for indemnification against the Company.
1.14 The Distributor agrees to indemnify and hold harmless the Company, its
several officers and Trustees and each person, if any, who controls a Fund
within the meaning of Section 15 of the I933 Act against any and all claims,
costs, expenses (including reasonable attorneys' fees), losses, damages,
charges, payments and liabilities of any sort or kind which the Company, its
officers, Trustees or any such controlling person may incur under the 1933 Act,
under any other statute, at common law or otherwise, but only to the extent that
such liability or expense incurred by the Company, its officers or Trustees, or
any controlling person resulting from such claims or demands arose out of the
acquisition of any Shares by any person which may be based upon any untrue
statement, or alleged untrue statement, of a material fact contained in the
Company's Registration Statement, prospectus or statement of additional
information (including amendments and supplements thereto), or any omission, or
alleged omission, to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such statement or
omission was made in reliance upon information furnished or confirmed in writing
to the Company by the Distributor or its affiliated persons (as defined in the
1940 Act), or as a result of the Distributor's failure to comply with the terms
of this Agreement.
1.15 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified Party")
harmless, the Indemnified Party will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification (an "Indemnification Claim")
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against the Indemnifying Party, although the failure to do so shall not prevent
recovery by the Indemnified Party, and shall keep the Indemnifying Party advised
with respect to all developments concerning such situation. The Indemnifying
Party shall have the option to defend the Indemnified Party against any
Indemnification Claim which may bc the subject of this indemnification, and, in
the event that the Indemnifying Party so elects, such defense shall be conducted
by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified
Party, and thereupon the Indemnifying Party shall take over complete defense of
the Indemnification Claim and the indemnified Party shall sustain no further
legal or other expenses in respect of such Indemnification Claim. The
Indemnified Party will not confess any Indemnification Claim or make any
compromise in any case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior written consent. The
obligations of the parties hereto under this Section 1.15 and Section 3.1 shall
survive the termination of this Agreement.
In the event that the Company is the Indemnifying Party and the Indemnifying
Party does not elect to assume the defense of any such suit, or in case the
Distributor reasonably does not approve of counsel chosen by the Company, or in
case there is a conflict of interest between the Company or the Distributor, the
Company will reimburse the Distributor, its officers, directors and employees,
or the controlling person or persons named as defendant or defendants in such
suit, for the fees and expenses of any counsel retained by the Distributor or
them. The Company's indemnification agreement contained in this Section 1.15 and
Section 3.1 and the Company's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, its officers, directors
and employees, or any controlling person, and shall survive the delivery of any
Shares. This agreement og indemnity will inure exclusively to the Distributor's
benefit, to the benefit of its several officers, directors and employees, and
their respective estates and to the benefit of the controlling persons and their
successors. The Company agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the issue and sale of any Shares.
1.16 No Shares shall be offered by either the Distributor or the Company under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Company if and so long as
effectiveness of the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as a current prospectus as required by Section 5(b)(2) of
the 1933 Act is not on file with the SEC; provided, however, that nothing
contained in this Section 1.16 shall in any way restrict or have any application
to or bearing upon the Company's obligation to redeem Shares tendered for
redemption by any shareholder in accordance with the provisions of the Company's
Registration Statement, Declaration of Company, or bylaws.
1.17 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement,
prospectus or statement of additional information then in effect
or the initiation by service of process on the Company of any
proceeding for that purpose;
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(b) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, prospectus or
statement of additional information then in effect or that
requires the making of a change in such Registration Statement,
prospectus or statement of additional information in order to make
the statements therein not misleading; and
(c) of all actions of the SEC with respect to any amendments to any
Registration Statement, prospectus or statement of additional
information which may from time to time be filed with the SEC.
For purposes of this section, informal requests by or acts of the Staff
of the SEC shall not be deemed actions of or requests by the SEC.
2. TERM
2.1 This Agreement shall become effective immediately upon the consummation of
the acquisition of First Data Investor Services Group, Inc. by a subsidiary of
PNC Bank Corp., which the parties anticipate to occur on or about December 1,
1999 and, unless sooner terminated as provided herein, shall continue for an
initial one-year term and thereafter shall be renewed for successive one-year
terms, provided such continuance is specifically approved at least annually by
(i) the Company's Board of Trustees or (ii) by a vote of a majority (as defined
in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities
of the Company, provided that in either event the continuance is also approved
by a majority of the Trustees who are not parties to this Agreement and who are
not interested persons (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable without penalty, on at least
sixty days' written notice, by the Company's Board of Trustees, by vote of a
majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of the Company, or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act and the rules thereunder).
2.2 In the event a termination notice is given by the Company, all reasonable
expenses associated with movement of records and materials and conversion
thereof will be borne by the Company.
3. LIMITATION OF LIABILITY
3.1 The Distributor shall not be liable to the Company for any error of judgment
or mistake of law or for any loss suffered by the Company in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from the Distributor's willful misfeasance, bad faith or negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
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3.2 Neither party may assert any cause of action against the other party under
this Agreement that accrued more than two (2) years prior to the filing of the
suit (or commencement of arbitration proceedings) alleging such cause of action.
3.3 Each party shall have the duty to mitigate damages for which the other party
may become responsible.
3.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL
DAMAGES.
4. EXCLUSION OF WARRANTIES
THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE DISTRIBUTOR DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO THE COMPANY, A FUND OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. THE DISTRIBUTOR
DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET
FORTH IN THIS AGREEMENT.
5. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed by each
party. No such writing shall be effective as against the Distributor unless said
writing is executed by a Senior Vice President, Executive Vice President or
President of the Distributor. A party's waiver of a breach of any term or
condition in the Agreement shall not be deemed a waiver of any subsequent breach
of the same or another term or condition.
6. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be construed as
if drafted jointly by the Company and the Distributor, and no presumptions arise
favoring any party by virtue of the authorship of any provision of this
Agreement.
7. PUBLICITY
Neither the Distributor nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating to this
Agreement or to the transactions contemplated by it without prior review and
written approval of the other party; provided, however,
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that either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the circumstances
to consult in advance with the other party.
8. SEVERABILITY
The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not affect
the validity of the remainder of this Agreement. In such case, the parties shall
in good faith modify or substitute such provision consistent with the original
intent of the parties. Without limiting the generality of this paragraph, if a
court determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement, including the
limitations on liability and exclusion of damages, shall remain fully effective.
9. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by (i) fire, flood, elements of nature or
other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or
civil disorders in any country, (iii) any act or omission of the other party or
any governmental authority; (iv) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to satisfy); or
(v) nonperformance by a third party or any similar cause beyond the reasonable
control of such party, including without limitation, failures or fluctuations in
telecommunications or other equipment. In any such event, the non-performing
party shall be excused from any further performance and observance of the
obligations so affected only for so long as such circumstances prevai1 and such
party continues to use commercially reasonable efforts to recommence performance
or observance as soon as practicable.
10. MISCELLANEOUS
10.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to the Company or the Distributor shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.
To the Company:
LKCM Fund
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
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To the Distributor:
Provident Distributors, Inc.
Four Falls Corporate Center, 0xx Xxxxx
Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxxxx
10.2 The laws of the State of Delaware, excluding the laws on conflicts of laws,
and the applicable provisions of the 1940 Act shall govern the interpretation,
validity, and enforcement of this Agreement. To the extent the provisions of
Delaware law or the provisions hereof conflict with the 1940 Act, the 1940 Act
shall control.
10.3 This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and which collectively shall be deemed to
constitute only one instrument.
10.4 The captions of this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
10.5 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and is not intended to confer
upon any other person any rights or remedies hereunder.
11. CONFIDENTIALITY
11.1 The parties agree that the Proprietary Information (defined below) and the
contents of this Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective licensers. The
Company and the Distributor shall exercise reasonable care to safeguard the
confidentiality of the Confidential Information of the other. The Company and
the Distributor may each use the Confidential Information only to exercise its
rights or perform its duties under this Agreement. The Company and the
Distributor shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Company and the Distributor may, however,
disclose Confidential Information to its employees who have a need to know the
Confidential Information to perform work for the other, provided that each shall
use reasonable efforts to ensure that the Confidential Information is not
duplicated or disclosed by its employees in breach of this Agreement. The
Company and the Distributor may also disclose the Confidential Information to
independent contractors, auditors and professional advisors, provided they first
agree in writing to be bound by the confidentiality obligations substantially
similar to this Section 11. Notwithstanding the previous sentence, in no event
shall either the Company or the Distributor disclose the Confidential
Information to any competitor of the other without specific, prior written
consent.
11.2 Proprietary Information means:
(a) any data or information that is completely sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing
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strategies, finance, operations, customer relationships,
customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future
business activities of the Company or the Distributor, their
respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the
Company or the Distributor a competitive advantage over its
competitors; and
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
11.3 Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and models,
and any other tangible manifestation of the foregoing of either party which now
exist or come into the control or possession of the other.
11.4 The Company acknowledges that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and money damages would be inadequate to
compensate the Distributor for that harm. The Distributor shall be entitled to
equitable relief, in addition to all other available remedies, to redress any
such breach.
12. The Company and the Distributor agree that the obligations of the Company
under the Agreement shall not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Company individually, but are binding only upon the assets and property of the
Company, as provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Directors of the Company, and signed
by an authorized officer of the Company, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them or any shareholder of the
Company individually or to impose any liability on any of them or any
shareholder of the Company personally, but shall bind only the assets and
property of the Company as provided in the Declaration of Trust.
13. ENTIRE AGREEMENT
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous proposals, agreements, contracts,
representations, and understandings, whether written or oral, between the
parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
LKCM FUND
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President, Secretary and Treasurer
PROVIDENT DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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SCHEDULE A
to the Distribution Agreement
between LKCM Fund
and Provident Distributors, Inc.
Name of Funds
LKCM Small Cap Equity Fund
LKCM Equity Fund
LKCM International Fund
LKCM Balanced Fund
LKCM Fixed Income Fund
