Unassociated Document

LKCM FUNDS

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Effective March 1, 2006, the fee schedules of the Agreements are hereby superseded and replaced with the respective fee schedules attached hereto.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. Luther King	By: /s/ Joe D. Redwine

Name: J. Luther King	Name: Joe D. Redwine

Title: President	Title: President


U. S. BANK, N.A.


By: /s/ Joe D. Redwine

Name: Joe D. Redwine

Title: Senior Vice President

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.

LKCM 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 - $[ ]

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.

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

LKCM FUNDS

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

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

EDGAR 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

LKCM Funds

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 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

EDGAR 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.

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 – 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 $[ ] /Coverdell 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.

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) $[ ] /Coverdell 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.

LKCM 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

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 – 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 $[ ] /Coverdell 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