EXHIBIT 9.1A
FUND ADMINISTRATION SERVICING AGREEMENT
This Agreement is made and entered into on this _________ day of ______________,
1997, by and between LKCM Fund, a Delaware Trust which currently consists of two
Funds, the LKCM Equity Fund and the LKCM Small Cap Equity Fund (hereinafter
referred to as the "Funds") and Firstar Trust Company, a corporation organized
under the laws of the State of Wisconsin (hereinafter referred to as "FTC").
WHEREAS, The LKCM Fund is an open-ended management investment company which is
registered under the Investment Company Act of 1940;
WHEREAS, FTC is a trust company and, among other things, is in the business of
providing fund administration services for the benefit of its customers;
NOW, THEREFORE, the Funds and FTC do mutually promise and agree as follows:
I. APPOINTMENT OF ADMINISTRATOR
The Funds hereby appoint FTC as Administrator of the Funds on the terms
and conditions set forth in this Agreement, and FTC hereby accepts such
appointment and agrees to perform the services and duties set forth in
this Agreement in consideration of the compensation provided for
herein.
II. DUTIES AND RESPONSIBILITIES OF FTC
A. General Fund Management
1. Act as liaison among all fund service providers
2. Coordinate board communication by:
a. Assisting fund counsel in establishing meeting agendas
b. Preparing board reports based on financial and
administrative data
c. Evaluating independent auditor
d. Securing and monitoring fidelity bond and director
and officers liability coverage, and making the
necessary SEC filings relating thereto
3. Audits
a. Prepare appropriate schedules and assist independent
auditors
b. In consultation with Fund counsel and officers, will
provide information to SEC and facilitate audit
process
c. Provide office facilities
4. Assist in overall operations of the Funds
B. Compliance
1. Regulatory Compliance
a. Periodically monitor compliance with Investment
Company Act of 1940 requirements
1) Asset diversification tests
2) Total return and SEC yield calculations
3) Maintenance of books and records under Rule 31a-3
4) Code of ethics
b. Periodically monitor Fund's compliance with the
policies and investment limitations of the Fund as
set forth in its prospectus and statement of
additional information
2. Blue Sky Compliance
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings
relating to the registration of the securities of the
Fund so as to enable the Fund to make a continuous
offering of its shares
b. Monitor status and maintain registrations in each
state
3. SEC Registration and Reporting
a. Assisting Funds' counsel in updating prospectus and
statement of additional information; and in
preparing proxy statements, and Rule 24f-2 notice,
b. Annual and semiannual reports
4. IRS Compliance
a. Periodically monitor Funds' status as a regulated
investment company under Subchapter M through review
of the following:
1) Asset diversification requirements
2) Qualifying income requirements
3) Distribution requirements
b. Monitor short short testing
c. Calculate required distributions (including excise
tax distributions)
C. Financial Reporting
1. Provide financial data required by fund prospectus and
statement of additional information
2. Prepare financial reports for shareholders, the board, the
SEC, and independent auditors
3. Supervise the Fund's Custodian and Fund Accountants in the
maintenance of the Fund's general ledger and in the
preparation of the Fund's financial statements including
oversight of expense accruals and payments, of the
determination of net asset value of the Fund's net assets
and of the Fund's shares, and of the declaration and payment
of dividends and other distributions to shareholders
D. Tax Reporting
1. Prepare and file on a timely basis appropriate federal and
state tax returns including forms 1120/8610 with any
necessary schedules
2. Prepare state income breakdowns where relevant
3. File 1099 Miscellaneous for payments to directors and
other service providers
4. Monitor wash losses
5. Calculate eligible dividend income for corporate
shareholders
III. COMPENSATION
The Funds agree to pay FTC for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in the
attached Exhibit A.
These fees may be changed from time to time, subject to mutual written
Agreement between the Funds and FTC.
The Funds agree to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
IV. ADDITIONAL SERIES
In the event that LKCM Fund establishes one or more "additional" series
of shares with respect to which it desires to have FTC render fund
administration services, under the terms hereof, it shall so notify FTC
in writing, and FTC agrees in writing to provide such services, such
series will be subject to the terms and conditions of this Agreement,
and shall be maintained and accounted for by FTC on a discrete basis.
The funds currently covered by this Agreement are: the LKCM Equity Fund
and the LKCM Small Cap Equity Fund.
V. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FTC shall exercise reasonable care in the performance of its
duties under this Agreement. FTC shall not be liable for any error of
judgment or mistake of law or for any loss suffered by 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 FTC's control, except a loss
resulting from FTC'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 provision of this Agreement, the Fund shall
indemnify and hold harmless FTC from and against any and all claims,
demands, losses, expenses, and liabilities (including reasonable
attorneys' fees) which FTC may sustain or incur or which may be
asserted against FTC by any person arising out of any action taken or
omitted to be taken by it in performing the services hereunder (i) in
accordance with the foregoing standards, or (ii) in reliance upon any
written or oral instruction provided to FTC by any duly authorized
officer of the Fund, such duly authorized officer to be included in a
list of authorized officers furnished to FTC and as amended from time
to time in writing by resolution of the Board of Directors of the Fund.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FTC shall take all
reasonable steps to minimize service interruptions for any period that
such interruption continues beyond FTC's control. FTC will make every
reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of FTC. FTC
agrees that it shall, at all times, have reasonable contingency plans
with appropriate parties, making reasonable provision for emergency use
of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Fund shall be entitled
to inspect FTC's premises and operating capabilities at any time during
regular business hours of FTC, upon reasonable notice to FTC.
Regardless of the above, FTC reserves the right to
reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the Fund may
be asked to indemnify or hold FTC harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that FTC will use all reasonable
care to notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of such a claim
for indemnification against the Fund. The Fund shall have the option to
defend FTC against any claim which may be the subject of this
indemnification. In the event that the Fund so elects, it will so
notify FTC and thereupon the Fund shall take over complete defense of
the claim, and FTC shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
section. FTC shall in no case confess any claim or make any compromise
in any case in which the Fund will be asked to indemnify FTC except
with the Fund's prior written consent.
C. FTC shall indemnify and hold the Fund harmless 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 may be asserted against
the Fund by any person arising out of any action taken or omitted to be
taken by FTC or as a result of FTC's refusal or failure to comply with
the terms of this Agreement, its bad faith, negligence, or willful
misconduct.
VI. CONFIDENTIALITY
FTC shall handle, in confidence, all information relating to the Funds'
business which is received by FTC during the course of rendering any
service hereunder.
VII. DATA NECESSARY TO PERFORM SERVICE
The Funds or its agent, which may be FTC, shall furnish to FTC the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon.
VIII. TERMS OF AGREEMENT
This Agreement shall become effective on _____________________ and,
unless sooner terminated as provided herein, shall continue
automatically in effect for successive annual periods. The Agreement
may be terminated by either party upon giving ninety (90) days prior
written notice to the other party or such shorter period as is mutually
agreed upon by the parties.
IX. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any
of FTC's duties or responsibilities hereunder is designated by the
Funds by written notice to FTC, FTC will promptly, upon such
termination and at the expense of the Funds, transfer to such successor
all relevant books, records, correspondence, and other data established
or maintained by FTC under this Agreement in a form reasonably
acceptable to the Funds (if such form differs from the form in which
FTC has maintained, the Funds shall pay any expenses associated with
transferring the data to such form), and will cooperate in the transfer
of such duties and responsibilities, including provision for assistance
from FTC's personnel in the establishment of books, records, and other
data by such successor.
X. CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin.
XI. NOTICES
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FTC shall be sent to:
Firstar Trust Company
000 X. Xxxxxxxx Xx.
Xxxxxxxxx, XX 00000
and notice to Funds shall be sent to:
LKCM Fund
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000.
XII. NOTIFICATION OF REGULATORY ACTION
Each party to this Agreement agrees to immediately notify the other in
the event any regulatory agency commences any action or proceeding
against either party.
XIII. DISCLAIMER OF LIABILITY
This Agreement is executed on behalf of LKCM Fund by its officers in
their capacities as officers, and not individually. The obligations of
LKCM Fund under this Agreement are not binding upon LKCM Fund's
trustees, officers, or shareholders individually, but are binding only
upon the assets and property of LKCM Fund, or of the Fund to which the
services performed pursuant to this Agreement relate.
XIV. RECORDS
FTC shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Funds but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the Investment Company Act of 1940 as amended
(the "Investment Company Act"), and the rules thereunder. FTC agrees
that all such records prepared or maintained by FTC relating to the
services to be performed by FTC hereunder are the property of the Funds
and will be preserved, maintained, and made available with such section
and rules of the Investment Company Act and will be promptly
surrendered to the Funds on and in accordance with its request.
LKCM FUND FIRSTAR TRUST COMPANY
By: _____________________________ By:_______________________________
Vice President
Attest: _____________________________ Attest:___________________________
Assistant Secretary
FUND ADMINISTRATION AND COMPLIANCE
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
EXHIBIT A
ANNUAL FEE BASED UPON FUND ASSETS BY PORTFOLIO
6 basis points on the first $200 million
5 basis points on the next $500 million
3 basis points on the balance
Minimum annual fee: $30,000 first fund
$20,000 /fund next three funds
$15,000 /fund additional funds
PLUS OUT-OF-POCKET EXPENSES, INCLUDING BUT NOT LIMITED TO:
Postage
Programming
Stationery
Proxies
Retention of records
Special reports
Federal and state regulatory filing fees Certain insurance
premiums Expenses from board of directors meetings
Auditing and legal expenses All other out-of-pocket
expenses
FEES AND OUT-OF-POCKET EXPENSES ARE BILLED MONTHLY
MULTIPLE CLASSES - EACH CLASS IS AN ADDITIONAL 25% OF THE CHARGE OF THE INITIAL
CLASS.
