SUB-ADMINISTRATION AGREEMENT
AGREEMENT made as of September 29, 2000, by and among Firstar Mutual Fund
Services, LLC, a limited liability company organized under the laws of the State
of Wisconsin ("Firstar"), Investors Bank & Trust Company, a bank organized under
the laws of the Commonwealth of Massachusetts (the "Bank") and the LKCM Funds
(the "Trust") on behalf of the LKCM International Fund (the "Fund"), organized
under the laws of the State of Delaware.
WHEREAS, the Trust, an open-end management investment company, on behalf of
the Fund, has retained Firstar to perform certain administrative services for
the Fund; and
WHEREAS, Firstar has asked that the Bank provide certain administrative
services to the Fund on behalf of Firstar,
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. Firstar hereby appoints the Bank to act as
Sub-Administrator to the Fund on the terms set forth in this Agreement. The Bank
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. Delivery of Documents. The Fund has furnished the Bank with copies of
each of the following:
(a) Properly certified or authenticated resolutions of the Trust's
Board of Trustees authorizing the appointment of the Bank to provide
certain administrative services to the Fund and approving this Agreement;
(b) The Fund's incorporating documents filed with the state of
Delaware on February 10, 1994 and all amendments thereto (the "Articles");
and
(c) The Fund's by-laws and all amendments thereto (the "By-Laws").
(e) The Trust's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the
Investment Company Act of 1940 (the "1940 Act"); and (f) The Trust's most
recent prospectus and statement of additional information (the
"Prospectus"); and
(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of
its duties hereunder.
The Trust will immediately furnish the Bank with copies of all
amendments of or supplements to the foregoing. Furthermore, the Trust will
notify the Bank as soon as reasonably possible of any matter which may
materially affect the performance by the Bank of its services under this
Agreement.
3. (a) Duties of Sub-Administrator. The Bank, as Sub-Administrator, will
assist in conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in Appendix A hereto. The Bank may,
from time to time, perform additional duties and functions which shall be set
forth in an amendment to such Appendix A executed by all parties. At such time,
the fee schedule included in Appendix B hereto shall be appropriately amended.
In performing all services under this Agreement, the Bank shall act in
conformity with the Declaration of Trust and By-Laws and the 1940 Act, as the
same may be amended from time to time, and the investment objectives, investment
policies and other practices and policies set forth in the Trust's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, the Bank as Sub-Administrator has no discretion over the
Fund's assets or choice of investments.
(b) Duties of Firstar. Firstar, as administrator to the Fund, will
perform all of the services normally provided by an administrator to a
registered investment company except that the Sub-Administrator shall be
responsible for the performance of the duties set forth herein.
4. Fees and Expenses.
(a) For the services to be rendered and the facilities to be furnished
by the Bank, as provided for in this Agreement, the Fund will compensate
the Bank in accordance with the fee schedule attached as Appendix B hereto.
Such fees do not include out-of-pocket disbursements (as delineated on the
fee schedule or other expenses with the prior approval of the Fund) of the
Bank for which the Bank shall be entitled to xxxx separately and for which
the Fund shall reimburse the Bank.
(b) Unless stated otherwise, each party is responsible for its own
expenses incurred in connection with this Agreement.
5. Limitation of Liability.
(a) The Bank, its directors, officers, employees and agents shall not
be liable for any loss suffered by Firstar, the Fund or any third party in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from willful misfeasance, bad faith or
negligence in the performance of such obligations and duties, or by reason
of its reckless disregard thereof. The Fund and Firstar will indemnify the
Bank, its directors, officers, employees and agents against and hold it and
them harmless from any and all losses, claims, damages, liabilities or
expenses (including legal fees and expenses) resulting from any claim,
demand, action or suit not resulting from the willful misfeasance, bad
faith or negligence of the Bank in the performance of such obligations and
duties or by reason of its reckless disregard thereof.
(b) The Bank may apply to Firstar at any time for instructions and may
consult counsel for Firstar or the Fund, or its own counsel, and with
accountants and other experts with respect to any matter arising in
connection with its duties hereunder, and the Bank shall not be liable or
accountable for any action taken or omitted by it in good faith in
accordance with such instruction from counsel for Firstar or the Fund. The
Bank shall not be liable for any act or omission taken or not taken in
reliance upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the proper person
or persons of the Fund or Firstar. The Bank shall not be held to have
notice of any change of authority of any officers, employees, or agents of
the Fund until receipt of written notice thereof has been received by the
Bank from the Fund.
(c) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of
acts of God, strikes, legal constraint, government actions, war, emergency
conditions, interruption of electrical power or other utilities, equipment
or transmission failure or damage reasonably beyond its control or other
causes reasonably beyond its control, the Bank shall not be liable to
Firstar, the Fund or any third party for any damages resulting from such
failure to perform, delay in performance, or otherwise from such causes.
(d) Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank be liable for special, incidental or consequential
damages, even if advised of the possibility of such damages.
(e) Firstar shall exercise reasonable care in the performance of its
duties under this Agreement. Firstar shall not be liable for any loss
suffered by the Bank or the Fund in connection with matters to which this
Agreement relates, including losses resulting from mechanical breakdowns or
the failure of communication or power supplies beyond Firstar's control,
except a loss arising out of or relating to Firstar's refusal or failure to
comply with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provisions of this Agreement, if
Firstar has exercised reasonable care in the performance of its duties
under this Agreement, the Fund shall indemnify and hold harmless Firstar
from and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any and every
nature (including reasonable attorneys' fees) which Firstar may sustain or
incur or which may be asserted against Firstar by any person arising out of
any action taken or omitted to be taken by it in performing the services
hereunder, except for any and all claims, demands, losses, expenses, and
liabilities arising out of or relating to Firstar's refusal or failure to
comply with the terms of this Agreement or from bad faith, negligence or
from willful misconduct on its part in its performance of its duties under
this Agreement, (i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to Firstar by any
duly authorized officer of the Fund who is not an officer or employee of
Firstar ,or the Fund's adviser, such authorized officer to be included in a
list of authorized officers furnished to Firstar, as amended from time to
time, in writing by resolution of the Fund's Board of Directors or the
Advisor, respectively.
(f) The Bank shall indemnify and hold harmless the Fund from and
against any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) which the Fund
may sustain or incur arising out of the Bank's bad faith, negligence or
from willful misconduct on the Bank's part in its performance of its duties
under this Agreement.
(g) Firstar shall indemnify and hold harmless the Fund from and
against any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) which the Fund
may sustain or incur arising out of Firstar's bad faith, negligence or from
willful misconduct on Firstar's part in its performance of its duties under
this Agreement.
6. Books and Records. In compliance with the requirements of Section 31(a)
of the 1940 Act and Rule 31a-3 thereunder, the bank hereby agrees that all books
and records which it maintains for the Fund are property of the Fund and further
agrees to surrender promptly to the Fund or its agent any of such records upon
the Fund's request. The Bank further agrees to preserve for the period
prescribed by Rule 31a-2 under the 1940 Act, any records required to be so
preserved.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive three-year terms (each a
"Renewal Term") unless notice of non-renewal is delivered by the
non-renewing party to the other parties no later than sixty days prior to
the expiration of the Initial Term or any Renewal Term, as the case may be.
Nevertheless, this Agreement may be terminated upon sixty days prior notice
by the Fund to the Bank and Firstar that the Fund will no longer invest all
of its assets in the TT USA Master Trust.
Any party hereto may terminate this Agreement prior to the expiration
of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the
violating party does not cure such violation within ninety days of receipt
of written notice from the non-violating party of such violation.
(b) After the termination of this Agreement, the Fund may, upon
written request, have reasonable access to the records of the Bank relating
to its performance of its duties as Sub-Administrator.
8. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
party against which enforcement of the change, waiver or discharge is sought.
9. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund and Firstar or the Bank shall
be sufficiently given if addressed to that 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 Fund and Firstar:
c/o Firstar Mutual Fund Services, LLC
000 X. Xxxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Assistant Vice President
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxxxxx X. Xxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the Bank,
the Trust on behalf of the Fund and Firstar and their respective successors
and assigns; provided, however, that this Agreement shall not be assignable
without the written consent of all parties.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) 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.
(e) 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. Confidentiality. All books, records, information and data pertaining to
the business of any other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
FIRSTAR MUTAL FUND SERVICES, LLC
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
LKCM FUNDS on behalf of LKCM
INTERNATIONAL FUND
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: V.P., Secretary & Treasurer
