AMENDMENT TO DISTRIBUTION AGREEMENT


THIS AMENDMENT,  dated as of  _______________,  2003,  modifies the Distribution
Agreement by and between Quasar  Distributors,  LLC (the "Distributor") and LKCM
Funds  (the  "Trust"),  such  Agreement  being  hereinafter  referred  to as the
"Agreement."

WHEREAS,  the Bank  Secrecy  Act,  as amended by the USA  PATRIOT  Act,  and the
regulations  thereunder  (together,   the  "BSA")  require  the  Trust  and  the
Distributor to develop and implement anti-money  laundering programs and monitor
the operation of those programs and assess their effectiveness; and

WHEREAS,  The Distributor  acts as principal  underwriter in connection with the
offering and sale of shares of beneficial  interests of each series of the Trust
(as amended from time to time) (each a "Fund", collectively the "Funds");

NOW  THEREFORE,  the parties  agree,  and the Agreement is hereby  modified,  as
follows:

1.   The  Distributor  represents  and  warrants  that  it (a)  has  adopted  an
     anti-money laundering compliance program ("AML Program") that satisfies the
     requirements  of all  applicable  laws and  regulations;  (b) undertakes to
     carry out its AML Program to the best of its  ability;  and (c) will notify
     the Trust  promptly if an inspection by regulatory  authorities  of its AML
     Program  identifies any material  deficiency,  and will promptly remedy any
     material deficiency of which it learns.

2.   The Distributor represents and warrants that it will take reasonable steps,
     including  amending its dealer agreements  and/or obtaining  certifications
     from its dealers,  to establish that dealers selling the Funds on behalf of
     the Distributor have anti-money laundering programs in place.

3.   The  Distributor's  AML  Program  is  attached  hereto  as  Exhibit  A. The
     Distributor  will notify the Trust  promptly of all  amendments  to its AML
     Program.

4.   The  Distributor  further agrees to cooperate  with the Trust's  Compliance
     Officer with respect to the Trust's Anti-Money Laundering Program ("Trust's
     AML  Program"),  including,  but not limited to, sharing  information  with
     respect  to  any  suspicious  activity  detected  by  the  Distributor  and
     involving the Funds, as appropriate and necessary.

5.   The Distributor  consents to: (i) provide to federal examiners  information
     and  records  relating  to  the  Trust's  AML  Program  maintained  by  the
     Distributor  upon request by federal  examiners or the Trust;  and (ii) the
     inspection  of the  Distributor  by federal  examiners  for purposes of the
     Trust's Anti-Money Laundering Program.

6.   This Amendment  constitutes the written  instructions of the Trust pursuant
     to the terms of the Agreement.  Except to the extent  supplemented  hereby,
     the Agreement shall remain in full force and effect.

IN WITNESS HEREOF,  the undersigned  have executed this Amendment as of the date
and year first above written.


LKCM FUNDS                                 QUASAR DISTRIBUTORS, LLC



By: _____________________________          By:  _____________________________
      Authorized Officer                         Authorized Officer