LKCM FUNDS AMENDMENT TO THE CUSTODY, FUND ACCOUNTING, FUND ADMINISTRATION AND TRANSFER AGENT SERVICING AGREEMENTS
AMENDMENT
TO THE CUSTODY, FUND ACCOUNTING, FUND ADMINISTRATION AND TRANSFER AGENT
SERVICING AGREEMENTS
THIS AMENDMENT dated as of
this 8 day of May, 2006, to the Custody Agreement, dated as of July 10, 1997, as
amended, the Fund Accounting Servicing Agreement dated as of January
12, 2006, the Fund Administration Servicing Agreement dated as of July 10, 1997,
as amended, and the Transfer Agent Servicing Agreement dated as of July 10,
1997, as amended, respectively, (the “Agreements”), is entered by and among
LKCM FUNDS, a Delaware
statutory trust (the “Trust”), U.S. BANK, N.A., a
national banking association (the “Custodian”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
Effective
March 1, 2006, the fee schedules of the Agreements are hereby superseded and
replaced with the respective fee schedules attached hereto. Except to
the extent amended hereby, the Agreements shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
| LKCM FUNDS | U. S. BANCORP FUND SERVICES, LLC |
|
By:
/s/ J. Xxxxxx Xxxx
|
By: /s/ Xxx X. Xxxxxxx |
| Name: J. Xxxxxx Xxxx | Name: Xxx X. Xxxxxxx |
| Title: President | Title: President |
| U. S. BANK, N.A. | |
| By: /s/ Xxx X. Xxxxxxx | |
| Name: Xxx X. Xxxxxxx | |
| Title: Senior Vice President |
1
|
LKCM
Aquinas Funds
DOMESTIC
CUSTODY SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
Annual
fee based upon market value per fund*:
[ ]
basis point on the balance
Minimum
annual fee per fund - $[ ]
Portfolio
Transaction Fees
$[ ]
per disbursement (waived if U.S. Bancorp is Administrator)
$[ ]
per US Bank repurchase agreement transaction
$[ ]
per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$[ ]
per portfolio transaction processed through our New York custodian
definitive security (physical)
$[ ]
per principal paydown
$[ ]
per option/future contract written, exercised or expired
$[ ]
per Cedel/Euroclear transaction
$[ ]
per mutual fund trade
$[ ]
per Fed Wire
$[ ]
per margin variation Fed wire
$[ ]
per short sale
$[ ]
per segregated account per year
A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
No
charge for the initial conversion free receipt.
Overdrafts
– charged to the account at prime interest rate plus
[ ].
Plus
out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping
fees or transfer fees.
Fees
are billed monthly.
*Subject
to Cost of Living adjustment based on the Milwaukee CPI, starting in month
13 of the contract.
|
2
|
DOMESTIC
CUSTODY SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
Annual
fee based upon market value per
fund*:
[ ] basis
point on the balance
Minimum
annual fee per fund - $[ ]
CCO
Support Services - $[ ] per
year
Portfolio
Transaction Fees
$[ ]
per disbursement (waived if U.S. Bancorp is Administrator)
$[ ]
per US Bank repurchase agreement transaction
$[ ]
per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$[ ]
per portfolio transaction processed through our New York custodian
definitive security (physical)
$[ ]
per principal paydown
$[ ]
per option/future contract written, exercised or expired
$[ ]
per Cedel/Euroclear transaction
$[ ]
per mutual fund trade
$[ ]
per Fed Wire
$[ ]
per margin variation Fed wire
$[ ]
per short sale
$[ ]
per segregated account per year
A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
No
charge for the initial conversion free receipt.
Overdrafts
– charged to the account at prime interest rate plus
[ ].
Plus
out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.
Fees
are billed monthly.
|
3
|
LKCM
Aquinas Funds
FUND
ACCOUNTING SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
Domestic Equity
Funds
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
Small Cap Fund -
$[ ] for the first
$[ ] million
Domestic Balanced
Funds
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ] basis
points on the balance
Domestic Fixed Income
Funds
$[ ]
for the first $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
point on the balance
Multiple
Classes
Each
class is an additional [ ] % of the charge
of
the initial class.
Fees
are billed monthly.
*
Subject to Cost of Living adjustment based on
the
Milwaukee CPI, starting in month 13 of the
contract.
|
Multiple
Classes
Each
class is an additional [ ] % of the charge of the initial
class.
Master/Feeder
Funds
Each
master and feeder is charged according to the
schedule.
Multiple Manager
Funds
Additional
base fee:
$[ ]
per manager/sub-advisor per fund
Extraordinary
services – quoted
separately
Conversion
Estimate – one month’s fee (if
necessary)
NOTE
– All schedules subject to change depending upon
the
use of derivatives – options, futures, short sales, etc.
All
fees are billed monthly plus out-of-pocket expenses,
including
pricing, corporate action, and factor services:
● $[ ]
Domestic and Canadian Equities
● $[ ]
Options
● $[ ]
Corp/Gov/Agency Bonds
● $[ ]
CMO's
● $[ ]
International Equities and Bonds
● $[ ]
Municipal Bonds
● $[ ]
Money Market Instruments
● $[ ] /fund/month
- Mutual Fund Pricing
● $[ ]
/equity Security/Month Corporate Actions
● $[ ] /month
Manual Security Pricing (>[ ] /day)
● Factor
Services (BondBuyer)
● $[ ]
/CMO/month
● $[ ]
/Mortgage Backed/month
● $[ ] /month
Minimum Per Fund Group
|
4
|
FUND
ACCOUNTING SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
LKCM
Small Cap Equity Fund
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
LKCM
Equity Fund
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
LKCM
Balanced Fund
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
LKCM
Fixed Income Fund
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ] basis
point on the balance
LKCM
International Fund
$[ ]
for the first $[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
CCO
Support Services - $[ ] per
year
|
Multiple
Classes
Each
class is an additional [ ] % of the charge of the initial
class.
Master/Feeder
Funds
Each
master and feeder is charged according to the
schedule.
Multiple
Manager
Funds
Additional
base fee:
$[ ]
per manager/sub-advisor per fund
Extraordinary
services – quoted
separately
Conversion
Estimate – one month’s fee (if
necessary)
NOTE
– All schedules subject to change depending upon
the
use of derivatives – options, futures, short sales, etc.
All
fees are billed monthly plus out-of-pocket expenses,
including
pricing, corporate action, and factor services:
● $[ ]
Domestic and Canadian Equities
● $[ ]
Options
● $[ ]
Corp/Gov/Agency Bonds
● $[ ]
CMO's
● $[ ]
International Equities and Bonds
● $[ ]
Municipal Bonds
● $[ ]
Money Market Instruments
● $[ ]
/fund/month - Mutual Fund Pricing
● $[ ]
/equity Security/Month Corporate Actions
● $[ ] /month
Manual Security Pricing (>[ ] /day)
● Factor
Services (BondBuyer)
● $[ ]
/CMO/month
● $[ ]
/Mortgage Backed/month
● $[ ]
/month Minimum Per Fund Group
Report
Source - $[ ] Month – Web
reporting
|
5
|
LKCM
Aquinas Funds
FUND
ADMINISTRATION & COMPLIANCE SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
Annual
fee based upon assets per fund
[ ] basis points on the first
$[ ] million
[ ]
basis points on the next $[ ] million
[ ]
basis points on the balance
Minimum
annual fee:
$[ ]
per fund
$[ ]
for Small Cap Fund
Multiple
Classes – Add the following per class:
$[ ]
per fund minimum
$[ ]
for Small Cap Fund
Fees
are billed monthly.
*Subject
to Cost of Living adjustment based on the
Milwaukee
CPI, starting in month 13 of the contract.
|
Extraordinary
services - quoted separately
Plus
out-of-pocket expenses, including but not limited
to:
Postage,
Stationery
Programming,
Special Reports
Proxies,
Insurance
XXXXX
filing
Retention
of records
Federal
and state regulatory filing fees
Certain
insurance premiums
Expenses
from board of directors meetings
Auditing
and legal expenses
Blue
Sky conversion expenses (if necessary)
All
other out-of-pocket expenses
|
6
|
FUND
ADMINISTRATION & COMPLIANCE SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
LKCM Small Cap Equity
Fund
Annual
fee based upon assets per fund
[ ] basis
points on the first $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the balance
Minimum
annual fee: $[ ] first fund
LKCM
Equity Fund
Annual
fee based upon assets per fund
[ ]
basis points on the first
$[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the balance
Minimum
annual fee: $[ ] first fund
LKCM
Balanced Fund
Annual
fee based upon assets per fund
[ ] basis
points on the first $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the balance
Minimum
annual fee: $[ ] first fund
LKCM
Fixed Income Fund
Annual
fee based upon assets per fund
[ ] basis
points on the first $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the balance
Minimum
annual fee: $[ ] first fund
LKCM
International Fund
Annual
fee based upon assets per fund
[ ] basis
points on the first $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the next $[ ] million
[ ] basis
points on the balance
Minimum
annual fee: $[ ] first fund
|
CCO
Support Services - $[ ] per
year
Extraordinary
services - quoted separately
Plus
out-of-pocket expenses, including but not limited
to:
Postage,
Stationery
Programming,
Special Reports
Proxies,
Insurance
XXXXX
filing
Retention
of records
Federal
and state regulatory filing fees
Certain
insurance premiums
Expenses
from board of directors meetings
Auditing
and legal expenses
Blue
Sky conversion expenses (if necessary)
All
other out-of-pocket expenses
Fees
are billed monthly.
|
7
|
LKCM
Aquinas Funds
TRANSFER
AGENT & SHAREHOLDER SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
Service
Charges to the Fund*
Shareholder
Account Fee (Subject to Minimum)
u No-Load -
$[ ] /account
u NSCC
Accounts $[ ] /account
u Closed
Accounts - $[ ] /account
Annual
Base Fee per CUSIP
u $[ ]
per fund, $[ ] for Small Cap Fund
u $[ ]
each additional class, $[ ] for Small
Cap
Fund.
Activity
Charges
u Telephone
Calls - $[ ] /call
u Daily
Valuation Trades - $[ ]
/trade
u Lost
Shareholder Search - $[ ] /search
u AML
New Account Service - $[ ]
new
domestic
accounts, $[ ]
/new foreign
account
and $[ ]
shareholder verification
u ACH/EFT
Shareholder Services:
$[ ]
/month/fund group
$[ ]
/ACH item, setup, change
$[ ]
/correction, reversal
u Omnibus
Account Transactions
$[ ]
each – first [ ] transactions
$[ ]
each – next [ ] transactions
$[ ]
each – next [ ] transactions
$[ ]
each – next [ ] transactions
$[ ]
each – balance of transactions
Out-of-pocket
Costs - Including but not limited to:
u Telephone
toll-free lines, call transfers,
etc.
u Mailing,
sorting and postage
u Stationery,
envelopes
u Programming,
special reports
u Insurance,
record retention,
microfilm/fiche
u Proxies,
proxy services
u ACH
fees, NSCC charges
u Disaster
recovery – per open account
u All
other out-of-pocket expenses
Fees
are billed monthly.
|
Service
Charges to Investors
Qualified
Plan Fees (Billed to Investors)
u $[ ]
/qualified plan acct (Cap at $[ ] /SSN)
u $[ ]
/Xxxxxxxxx ESA acct (Cap at $[ ] /SSN)
u $[ ]
/transfer to successor trustee
u $[ ]
/participant distribution (Excluding SWPs)
u $[ ]
/refund of excess contribution
Additional
Shareholder Fees (Billed to Investors)
u $[ ]
/outgoing wire transfer
u $[ ]
/overnight delivery
u $[ ]
/telephone exchange
u $[ ]
/return check or ACH
u $[ ]
/stop
payment
u $[ ]
/research request per account (Cap at $[ ]
/request)
(For requested items of the second
calendar
year [or previous] to the request)
Technology
Charges
1.
Fund Group Setup (first cusip) - $[ ] /fund group
2.
Fund
Setup - $[ ] /cusip (beyond first cusip)
3.
NSCC Service Interface – All NSCC Services
u Setup
- $[ ] /fund group
4.
Telecommunications and Voice Services
u Service
Setup - $[ ] ATT transfer connect
u $[ ]
/voice response call
u $[ ]
/voice recognition call
5.
Asset
Allocation Services - $[ ] /account group/year
([ ] reallocations)
6.
Average
Cost - $[ ] /account/year
7.
Development/Programming
- $[ ] /hour
8.
File
Transmissions – subject to requirements
9.
Selects
- $[ ] per select
10.
Extraordinary
services – charged as incurred
u Conversion
of Records (if necessary) – Estimate
to
be provided.
u Custom
processing, re-processing
All
other extraordinary services
*
Subject to Cost of Living adjustment based on the
Milwaukee
CPI, starting in month 13 of the
contract.
|
8
|
LKCM
Small Cap Equity Adviser Class
LKCM
Equity Fund Adviser Class
TRANSFER
AGENT / SHAREHOLDER SERVICING
ANNUAL
FEE SCHEDULE
EFFECTIVE
March 1, 2006
|
|
|
Service
Charges to the Fund*
Shareholder
Account Fee (Subject to Minimum)
No-Load
- $[ ] /account
Annual
Minimum
$[ ]
each additional class
LKCM
Equity Fund minimum reduced to $[ ] per year.
Activity
Charges
Telephone
Calls - $[ ] /call
Daily
Valuation Trades - $[ ] /trade
Lost
Shareholder Search - $[ ] /search
AML
New Account Service - $[ ]
/new domestic
accounts,
$[ ]
new foreign account and $[ ]
per
shareholder
verification.
ACH/EFT
Shareholder Services:
$[ ]
/month/fund group
$[ ]
/ACH item, setup, change
$[ ]
/correction, reversal
Omnibus
Account Transactions
$[ ]
each
– first [ ] transactions
$[ ]
each
– next [ ] transactions
$[ ]
each
– next [ ] transactions
$[ ]
each
– next [ ] transactions
[ ]
each
– balance of transactions
Out-of-pocket
Costs - Including but not limited to:
Telephone
toll-free lines, call transfers, etc.
Mailing,
sorting and postage
Stationery,
envelopes
Programming,
special reports
Insurance,
record retention, microfilm/fiche
Proxies,
proxy services
ACH
fees, NSCC charges
Disaster
recovery – per open account
All
other out-of-pocket expenses
Fees
are billed monthly.
|
Service
Charges to Investors
Qualified
Plan Fees (Billed to Investors)
$[ ]
/qualified plan acct (Cap at $[ ] SSN)
$[ ]
/Xxxxxxxxx ESA acct (Cap at $[ ] /SSN)
$[ ]
/transfer to successor trustee
$[ ]
/participant distribution (Excluding SWPs)
$[ ]
/refund of excess contribution
Additional
Shareholder Fees (Billed to Investors)
$[ ]
/outgoing wire transfer
$[ ]
/overnight delivery
$[ ]
/telephone exchange
$[ ]
/return check or ACH
$[ ]
/stop
payment
$[ ]
/research request per account (Cap at $[ ]
/request)
(For requested items of the second calendar
year
[or previous] to the request)
Technology
Charges
1.
Fund Group Setup (first cusip) - $[ ] /fund group
3.
Fund
Setup - $[ ] /cusip (beyond first cusip)
3.
NSCC Service Interface – All NSCC Services
Setup - $[ ] /fund group
4.
Telecommunications and Voice Services
Service
Setup - $[ ] ATT transfer connect
VRU
Setup - $[ ] /fund group
$[ ]
/voice response call
11.
Development/Programming
- $[ ] /hour
12.
File
Transmissions – subject to requirements
13.
Selects
- $[ ] per select
14.
Extraordinary
services – charged as incurred
Conversion
of Records (if necessary) – Estimate to be
provided.
Custom
processing, re-processing
All
other extraordinary services
|
|
All
invoices are due within [ ]
calendar days following receipt of the invoice. After
the due date, unpaid invoices shall accrue a finance charge of [ ]
percent ([ ]
%) per month until paid.
|
|
9
|
TRANSFER
AGENT & SHAREHOLDER SERVICES
ANNUAL
FEE SCHEDULE
Effective
March 1, 2006
|
|
|
Service
Charges to the Fund*
Shareholder
Account Fee (Subject to Minimum)
u No-Load -
$[ ] /account
Annual
Minimum
u $[ ]
per no-load fund
u $[ ]
each additional class
Activity
Charges
u Telephone
Calls - $[ ] /call
u Daily
Valuation Trades - $[ ]
/trade
u Lost
Shareholder Search - $[ ] /search
u AML
New Account Service - $[ ]
new
domestic
accounts, $[ ]
/new foreign
account
and $[ ]
shareholder verification
u ACH/EFT
Shareholder Services:
$[ ]
/month/fund group
$[ ]
/ACH item, setup, change
$[ ]
/correction, reversal
●
Omnibus
Account Transactions
$[ ]
each – first [ ] transactions
$[ ]
each – next [ ] transactions
$[ ]
each – next [ ] transactions
$[ ] each
– next [ ] transactions
$[ ]
each – balance of transactions
●
CCO
Support Services - $[ ] per
year
Out-of-pocket
Costs - Including but not limited to:
u Telephone
toll-free lines, call transfers,
etc.
u Mailing,
sorting and postage
u Stationery,
envelopes
u Programming,
special reports
u Insurance,
record retention,
microfilm/fiche
u Proxies,
proxy services
u ACH
fees, NSCC charges
u Disaster
recovery – per open account
u All
other out-of-pocket expenses
Fees
are billed monthly.
|
Service
Charges to Investors
Qualified
Plan Fees (Billed to Investors)
u $[ ]
/qualified plan acct (Cap at $[ ] /SSN)
u $[ ]
/Xxxxxxxxx ESA acct (Cap at $[ ] /SSN)
u $[ ]
/transfer to successor trustee
u $[ ]
/participant distribution (Excluding SWPs)
$[ ]
/refund of excess contribution
Additional
Shareholder Fees (Billed to Investors)
u $[ ]
/outgoing wire transfer
u $[ ]
/overnight delivery
u $[ ]
/telephone exchange
u $[ ]
/return check or ACH
u $[ ]
/stop
payment
u $[ ]
/research request per account (Cap at $[ ]
/request)
(For requested items of the second
calendar
year [or previous] to the request)
Technology
Charges
1.
Fund Group Setup (first cusip) - $[ ] /fund
group
2.
Fund
Setup - $[ ] /cusip (beyond first cusip)
3.
NSCC Service Interface – All NSCC Services
u Setup
- $[ ] fund group
4.
Telecommunications and Voice Services
u Service
Setup - $[ ] ATT transfer connect
u VRU
Setup - $[ ] /fund group
u VRU
Maintenance - $[ ] /month
u $[ ]
/voice response call
u $[ ]
/voice recognition call
5.
Asset
Allocation Services - $[ ] /account group/year
([ ] reallocations)
6.
Average
Cost - $[ ] /account/year
7.
Development/Programming
- $[ ] /hour
8.
File
Transmissions – subject to requirements
9.
Selects
- $[ ] per select
10.
Extraordinary
services – charged as incurred
u Conversion
of Records (if necessary) – Estimate
to
be provided.
u Custom
processing, re-processing
All
other extraordinary services
|
10
