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LUTHER KING CAPITAL MANAGEMENT CORPORATION
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
Telephone: (817) 332-3235
Facsimile: (817) 332-4630
www.lkcm.com
Form ADV Part 2A (Brochure)
June 30, 2025
This brochure provides information about the qualifications and business practices of Luther King
Capital Management Corporation. This brochure does not constitute an offer, solicitation or
recommendation to sell or an offer to buy any securities, investment products or investment
advisory services. Such an offer may only be made to eligible persons by means of delivery of
offering, organizational and/or other documents that contain the material terms relating thereto. If
you have any questions about the contents of this brochure, please contact us at (817) 332-3235.
The information in this brochure has not been approved or verified by the United States Securities
and Exchange Commission or by any state securities authority.
Additional information about Luther King Capital Management Corporation also is available on
the United States Securities and Exchange Commission’s website at www.adviserinfo.sec.gov.
Registration with the United States Securities and Exchange Commission does not imply a certain
level of skill or training.
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ITEM 2 – MATERIAL CHANGES
The last annual update to our brochure was dated June 30, 2024. The following is a summary of the more
significant changes that we made to our brochure since the last annual update.
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Item 4 – we updated information related to our assets under management as of March 31, 2025;
and
Item 8 – we updated information related to the potential risks associated with our investment
strategies for separately managed portfolios, the LKCM Funds, and our affiliated private
investment partnerships.
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ITEM 3 – TABLE OF CONTENTS
Page
Item 1 – Cover Page ...........................................................................................................................
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Item 2 – Material Changes .................................................................................................................
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Item 3 – Table of Contents .................................................................................................................
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Item 4 – Advisory Business ...............................................................................................................
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Item 5 – Fees and Compensation .......................................................................................................
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Item 6 – Performance-Based Fees and Side-By-Side Management ..................................................
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Item 7 – Types of Clients ...................................................................................................................
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Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................................
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Item 9 – Disciplinary Information .....................................................................................................
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Item 10 – Other Financial Industry Activities and Affiliations .........................................................
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Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading ..............................................................................................................................
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Item 12 – Brokerage Practices ...........................................................................................................
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Item 13 – Review of Accounts ...........................................................................................................
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Item 14 – Client Referrals and Other Compensation .........................................................................
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Item 15 – Custody ..............................................................................................................................
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Item 16 – Investment Discretion ........................................................................................................
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Item 17 – Voting Client Securities .....................................................................................................
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Item 18 – Financial Information ........................................................................................................
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ITEM 4 – ADVISORY BUSINESS
Our Firm
Luther King Capital Management Corporation (“LKCM,” “we” or “us”) is an investment adviser
registered with the Securities and Exchange Commission that was founded by J. Luther King, Jr. in 1979.
Our parent company is Southwest JLK Corporation, a corporation formed under Texas law. Our
employees own or control all of the stock of Southwest JLK Corporation, with J. Luther King, Jr. owning
and controlling a majority of the stock and constituting our principal owner.
We are organized as a Delaware corporation and our principal place of business is located at 301
Commerce Street, Suite 1600, Fort Worth, Texas 76102. As of March 31, 2025, we had 105 employees,
including 72 investment and other professionals with many educational and professional designations,
including CFA, MBA, CIC, CPA and CFP. As of March 31, 2025, our “regulatory assets under
management” were approximately $30,147,500,000, of which approximately $29,945,200,000 we
managed on a discretionary basis and approximately $202,300,000 we managed on a non-discretionary
basis. Our “regulatory assets under management” vary significantly from the amount of assets under
management we disclose in other reports and documents due to the manner in which regulatory assets
under management must be calculated and reported under applicable federal securities laws. As of March
31, 2025, the amount of assets under management we disclose in such other reports and documents was
approximately $27,411,000,000.
We provide investment advisory services to a variety of clients, including:
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separately managed portfolios for individuals, trusts, estates, charitable organizations,
government entities, corporations and other business entities, foundations, endowments,
and pension and profit sharing plans;
LKCM Funds, an open-end management investment company registered under the
Investment Company Act of 1940 consisting of seven mutual funds (each, a “Fund,” and
together, the “LKCM Funds”);
sub-advised portfolios;
affiliated private investment partnerships (“LKCM Partnerships”);
special purpose private investment partnerships (“Single-Investment Partnerships”);
model portfolio programs; and
wrap fee programs.
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Separately Managed Portfolios
We manage equity, small cap, small-mid cap, fixed income, balanced and international equity portfolios
for institutional and non-institutional clients. We provide investment advisory services to clients with
separately managed portfolios based upon their respective investment objectives, goals, restrictions, tax
status, risk profiles, liquidity requirements, instructions and other relevant considerations. Clients with
separately managed portfolios may impose restrictions on investments in certain securities or types of
securities.
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LKCM Funds
We serve as the investment adviser to the LKCM Funds, a registered investment company comprised of
the following mutual funds:
LKCM Equity Fund;
LKCM Small Cap Equity Fund;
LKCM Small-Mid Cap Equity Fund;
LKCM Balanced Fund;
LKCM Fixed Income Fund;
LKCM International Equity Fund; and
LKCM Aquinas Catholic Equity Fund.
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We provide investment advisory services to each Fund based on the investment objectives, policies,
strategies and restrictions contained in the prospectus and statement of additional information for such
Fund as filed from time to time with the Securities and Exchange Commission or otherwise provided
under applicable federal securities laws.
LKCM Partnerships
We serve as the investment adviser to affiliated private investment partnerships (each, an “LKCM
Partnership”) that are exempt from registration under the Investment Company Act of 1940, including:
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LKCM Investment Partnership, L.P.;
LKCM Investment Partnership II, L.P.;
LKCM Private Discipline (QP), L.P. and LKCM Private Discipline International, L.P.
(which are feeder funds of LKCM Private Discipline Master Fund, SPC);
LKCM Micro-Cap Partnership, L.P.;
LKCM Headwater Investments I, L.P.;
LKCM Headwater Investments II, L.P.;
LKCM Headwater II Sidecar Partnership, L.P.;
LKCM Headwater Investments III, L.P.;
LKCM Headwater Investments IV, L.P.;
LKCM International Equity, L.P.; and
LKCM Technology Partnership, L.P.
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We provide investment advisory services to each LKCM Partnership based on the investment objectives,
policies, strategies and restrictions contained in the offering and organizational documents for such
LKCM Partnership.
Single-Investment Partnerships
We or our principals, affiliates or related persons from time to time form capital around a particular
strategy, theme, investment or co-investment opportunity, or establish, on a transaction-by-transaction
basis, pooled investment vehicles through which we, our principals, affiliates or employees, our clients,
the LKCM Partnerships, or other investors, including those which may not be our clients or investors in
the LKCM Partnerships, invest (each, a “Single-Investment Partnership”), such as LKCM Headwater PM
Co-Investment Partnership, L.P., LKCM Headwater IL Co-Investment Partnership, L.P. and 301 Onramp
Co-Investment Partnership, L.P. The investment objectives, policies and restrictions of each Single-
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Investment Partnership are contained in the offering and organizational documents for such Single-
Investment Partnership.
Sub-Advised Portfolios
We serve as sub-adviser to unaffiliated investment advisers, trust companies and other financial
institutions for certain of their separately managed portfolios. We provide investment advisory services
to each sub-advised portfolio based on the underlying client’s investment objectives, goals, restrictions,
tax status, risk profile, liquidity requirements, instructions and other relevant considerations
communicated to us by the primary investment adviser, trust company, other financial institution or the
underlying client. Sub-advised relationships may impose restrictions on investments in certain securities
or types of securities.
Model Portfolio Programs
We participate in model portfolio programs established by unaffiliated third-party sponsors. Under these
programs, we provide non-discretionary investment advice to the sponsors of the programs in the form of
a model portfolio for the investment strategy selected by the sponsors. The sponsors use the model
portfolios to assist them in managing their client portfolios. The sponsors of the programs have sole
responsibility for implementing, administering, and monitoring the investment, trading, compliance and
operational aspects of the programs for their clients.
Wrap Fee Programs
We serve as a portfolio manager under wrap fee programs established by unaffiliated third-party
sponsors. Our investment advisory services are based on each program client’s investment objectives,
goals, restrictions, tax status, risk profile, liquidity requirements, instructions and other relevant
considerations communicated to us by the applicable sponsor or program client. Under the programs, the
sponsors charge program clients a wrap fee for portfolio management, trading, custodial and other
services, and the sponsors pay us a portion of these fees for our investment advisory services. We
generally provide investment advisory services under the wrap fee programs in the same manner as those
we provide for separately managed portfolios. We generally do not have discretion in selecting the
broker-dealers through which trades for program clients are executed, as the wrap fee programs generally
require these trades be executed through the applicable sponsors or their affiliates. As a result, wrap fee
program clients may pay higher commissions or realize less favorable prices on securities transactions
than those clients for which we have discretionary authority to select brokers.
Financial Planning
We provide various financial planning services to clients through consultations on an as-requested basis.
Our financial planning services may be isolated or more comprehensive in nature depending on the
specific requests of our clients. In performing financial planning services, we typically evaluate and
analyze a client’s overall financial information and investment and savings goals and objectives and
consider, among other things, a client’s investments, income, retirement and other savings, insurance,
taxes, indebtedness, estate planning, business succession planning, educational funding requirements, and
liquidity requirements. The financial planning services that we provide to our clients are generally
limited to those matters set forth in the scope of our engagement with such clients. Our financial planning
services necessarily depend on the information that is provided to us by our clients and their attorneys,
accountants, custodians, trustees, or other professionals, and we do not assume any obligation to
independently verify such information. Any recommendations that we provide to clients in connection
with our financial planning services are based upon our professional judgment and we cannot guarantee
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the success or results of any such recommendations. In addition, we generally have no obligation to
update any recommendations that we provide to clients in connection with our financial planning services
as a result of any subsequent financial or other events occurring with respect to such client after the date
of any such recommendations.
Other Services
We provide investment advice to clients through consultations on an as-requested basis. We also offer
advice to qualified existing or prospective clients regarding investing in the LKCM Funds, the LKCM
Partnerships and/or the Single-Investment Partnerships.
ITEM 5 – FEES AND COMPENSATION
The following section describes how we are compensated for the investment advisory services that we
provide to our clients.
Separately Managed Portfolios
Under our investment management agreements for separately managed portfolios, we generally charge a
management fee at a specified annual percentage rate of each portfolio’s assets under management as
described below:
Strategy
Non-Institutional Portfolios
Institutional Portfolios
Equity
Equities and Cash Equivalents:
1.00% on the first $2 million
0.75% on the next $3 million
0.50% on the next $70 million
0.35% over $75 million
Equities and Cash Equivalents:
0.75% on the first $2 million
0.50% on the next $73 million
0.35% on the next $75 million
0.25% over $150 million
Small Cap, Small-
Mid Cap, and Mid
Cap
Equities and Cash Equivalents:
1.00% on the first $5 million
0.75% on the next $5 million
0.50% over $10 million
Equities and Cash Equivalents:
1.00% on the first $5 million
0.75% on the next $5 million
0.50% over $10 million
Fixed Income
Fixed Income Securities and Cash
Equivalents:
0.50% on the first $2 million
0.35% on the next $3 million
0.25% over $5 million
Fixed Income Securities and Cash
Equivalents:
0.50% on the first $2 million
0.35% on the next $3 million
0.25% over $5 million
Balanced
Equities and Cash Equivalents:
1.00% on the first $2 million
0.75% on the next $3 million
0.50% on the next $70 million
0.35% over $75 million
Equities and Cash Equivalents:
0.75% on the first $2 million
0.50% on the next $73 million
0.35% on the next $75 million
0.25% over $150 million
Fixed Income Securities:
0.50% on the first $2 million
0.35% on the next $3 million
0.25% over $5 million
Fixed Income Securities:
0.50% on the first $2 million
0.35% on the next $3 million
0.25% over $5 million
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International Equity Equities and Cash Equivalents:
1.00% on the first $2 million
0.80% on the next $13 million
0.65% on the next $60 million
0.50% over $75 million
Equities and Cash Equivalents:
0.90% on the first $2 million
0.70% on the next $23 million
0.60% on the next $50 million
0.45% over $75 million
We generally charge the following minimum annual management fees for separately managed portfolios:
$20,000 – non-institutional equity, fixed income, balanced and international portfolios;
$15,000 – institutional equity, fixed income and balanced portfolios;
$18,000 – institutional international equity portfolios; and
$30,000 – institutional and non-institutional small cap, small-mid and mid cap portfolios.
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We generally consider institutional portfolios to include those portfolios managed for institutional clients
such as foundations, endowments, pension and profit sharing plans, government entities, charitable
organizations, certain business entities and similar clients. In our discretion, we may extend our
institutional portfolio fee schedules to non-institutional clients, such as high net worth individuals, trusts,
family limited partnerships and individual retirement accounts. We consolidate portfolios for clients and
related parties for purposes of calculating management fees and portfolio management fee minimums in
our discretion. We waive or reduce management fees, fee schedules, and portfolio and management fee
minimums in our discretion. We generally waive or reduce management fees and portfolio and
management fee minimums for portfolios in which we or our principals, affiliates, employees or related
persons have a direct or indirect beneficial interest. Our management fees may be adjusted, waived or
otherwise negotiated in our discretion and, therefore, certain clients have a different fee schedule than
those described above, which fee schedules may be lower or higher than those described above. In
addition, clients whose investment management agreements or investment advisory relationships we have
assumed or acquired from other investment advisory firms generally have a different fee schedule than
those described above, which fee schedules may be lower or higher than those described above.
Unless we agree otherwise, our investment management agreement generally provides that you must pay
management fees to us quarterly in advance. Our investment management agreements typically may be
terminated at any time by either party upon written notice to the other party. If your investment
management agreement is terminated prior to the end of a calendar quarter, we will calculate and refund
to you any unearned management fees paid in advance, prorated to the date of termination.
Our management fees for separately managed portfolios are generally based on our calculation of the fair
market value of assets in the portfolio as of the close of business on the last business day of the most
recent calendar quarter. When calculating management fees, we generally value equity securities for
which market quotations are readily available at the last quoted sales prices on the exchanges on which
the securities are traded or quoted, we generally value fixed income securities according to evaluated
prices provided by our independent third-party pricing vendor, and we generally value all other securities
at their fair market values as determined by us in good faith. We generally use pricing information
supplied by our independent third-party pricing vendor in valuing securities for purposes of calculating
our management fees and performance results. If no pricing information for a particular security is
readily available from our independent third-party pricing vendor or we believe our independent third-
party pricing vendor’s valuation of the security is erroneous, we will determine the fair market value of
the security in good faith. Our valuations of securities may be higher or lower than the valuations of
those securities calculated by your custodian or other third-party pricing vendors. A potential conflict of
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interest exists because our management fees and performance results are based on our valuations of
securities for your portfolio.
Under our investment management agreement with you, we generally have the authority to acquire shares
of the LKCM Funds in your portfolio. Under these circumstances, we will exclude the value of shares of
the LKCM Funds when calculating your management fees or determining whether or not our portfolio
and management fee minimums are met. However, we will include the value of shares of unaffiliated
mutual funds, money market funds, and exchange-traded funds held in your portfolio when calculating
your management fees and whether or not our portfolio and management fee minimums are met.
Under our investment management agreement with you, we generally will deduct management fees from
your portfolio on a quarterly basis by submitting an invoice for our management fees directly to your
custodian. We generally will send you a quarterly statement identifying the amount of the management
fee due and the manner in which the management fee was calculated. You will be invoiced directly for
management fees if negotiated in our investment management agreement with you.
You will be responsible for paying other fees and expenses related to your portfolio in addition to the
management fees you pay us. For example, you will be responsible for paying custodial fees, wire
transfer fees, transaction fees, and other fees and expenses to your custodian. In addition, you will be
responsible for paying commissions, fees, expenses, and other transaction costs charged by your
custodian and/or the brokers used to execute securities transactions for your portfolio, including, without
limitation, transactions in shares of the LKCM Funds, other mutual funds, money market funds and/or
exchange-traded funds. Item 12 – Brokerage Practices of this brochure contains additional information
regarding our brokerage practices and the commissions, fees, expenses, and other transaction costs that
you may be charged. You will also indirectly pay fees and expenses (such as management fees and
expenses, distribution fees and expenses, administrative fees, sub-transfer agency and shareholder
servicing fees and expenses, and other operating expenses) associated with shares of the LKCM Funds,
other mutual funds, money market funds, and/or exchange-traded funds held in your portfolio, which are
further described in the prospectuses and statements of additional information for these funds.
LKCM Funds
Under our investment advisory agreement with the LKCM Funds, we charge each Fund a management
fee at a specified annual percentage rate of the Fund’s average daily net assets. These management fees
are calculated at annualized rates ranging from 0.50% to 0.90% of each Fund’s average daily net assets
and are paid quarterly in arrears. We have agreed to waive our management fees and/or reimburse
expenses for each Fund in order to maintain designated expense ratios of between 0.50% to 1.00% per
annum for the Funds as described in their prospectuses and statements of additional information. Each
Fund also pays other fees and expenses in addition to our management fees, such as distribution fees and
expenses, administrative fees and expenses, custodial and transfer agent fees and expenses, accounting
and professional fees and expenses, trustee and compliance fees and expenses, sub-transfer agency and
shareholder servicing fees and expenses, and other operating and offering expenses.
Our management fees for the LKCM Funds are based on the net asset value for each Fund and are
calculated by the Funds’ third-party administrator and accountants. The net asset value of each Fund is
calculated each day that the New York Stock Exchange is scheduled to be open for business. Each
Fund’s net asset value is calculated by dividing the sum of the fair market value of each Fund’s
investments, which is calculated based on valuation policies and procedures established by the board of
trustees of the LKCM Funds, cash and other assets, less the Fund’s liabilities, by the number of
outstanding shares of the Fund.
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Additional information regarding the fees and expenses paid by the LKCM Funds is contained in the
prospectus, statement of additional information and other applicable reports for each Fund filed with the
Securities and Exchange Commission.
LKCM Partnerships
Under our investment advisory agreements with the LKCM Partnerships, we receive management fees for
providing investment advisory services to each LKCM Partnership. We and/or the general partners of
certain LKCM Partnerships or our other affiliates are entitled to receive performance-based compensation
with respect to the LKCM Partnerships, subject to certain limitations contained in the organizational and
offering documents for such LKCM Partnerships. These compensation structures create potential
conflicts of interest because we have an incentive to solicit prospective limited partners in, devote more
resources to, and make investment and other decisions that favor, the LKCM Partnerships. These
compensation structures, which are further described in the offering and organizational documents for the
LKCM Partnerships, are summarized below.
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LKCM Investment Partnership, L.P. – we receive management fees of 1.6% per annum
of the net asset value of the partnership, calculated and payable quarterly in advance. We
or our affiliates are also entitled to receive performance-based compensation attributable
to private investments of the partnership to the extent approved by the partnership’s
limited partners or limited partner advisory committee. These management fees and
performance-based compensation are paid directly to us by the partnership and are
deducted from the capital account balances of limited partners.
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LKCM Investment Partnership II, L.P. – we receive management fees of 1.6% per annum
of the net asset value of the partnership, calculated and payable quarterly in advance. We
or our affiliates are also entitled to receive performance-based compensation attributable
to private investments of the partnership to the extent approved by the partnership’s
limited partners or limited partner advisory committee. These management fees and
performance-based compensation are paid directly to us by the partnership and are
deducted from the capital account balances of limited partners.
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LKCM Private Discipline Master Fund, SPC – we are entitled to receive management
fees of 2.0% per annum of the capital account balance of the partnership’s base
segregated portfolio and 2.0% per annum of the capital contributions to the partnership’s
private investment segregated portfolio, calculated and payable quarterly in advance. We
have voluntarily reduced management fees attributable to the partnership’s base
segregated portfolio to 1.0% per annum until further notice. We have also voluntarily
reduced management fees attributable to the partnership’s private investment segregated
portfolio to between 1.0% per annum (generally in situations where we do not have
portfolio company board representation and cannot control the timing of a portfolio
company exit) and 2.0% per annum (generally in situations where we have portfolio
company board representation and can control the timing of a portfolio company exit),
while generally charging 1.5% per annum in situations that do not fall within any of these
categories (e.g., we have portfolio company board representation, but cannot control the
timing of a portfolio company exit). We have also voluntarily agreed to accrue
management fees attributable to the private investment segregated portfolio until such
portfolio investments are sold or otherwise realized. The general partner of the
partnership is entitled to receive performance-based compensation of up to 20% of the
net profits or net realized proceeds of the partnership’s segregated portfolios, as
applicable, subject to certain limitations contained in the organizational and offering
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documents of such partnership. These management fees and performance-based
compensation are paid to us directly by the partnership and are deducted from the capital
account balances of limited partners in LKCM Private Discipline (QP), L.P. and LKCM
Private Discipline International, L.P., the feeder funds of LKCM Private Discipline
Master Fund, SPC.
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LKCM Micro-Cap Partnership, L.P. – we receive management fees of 1.5% per annum
of the net asset value of the partnership, calculated and payable quarterly in advance.
The general partner of the partnership is entitled to receive performance-based
compensation of up to 20% of the net profits of the partnership, subject to certain
limitations contained in the organizational and offering documents of the partnership.
These management fees and performance-based compensation are paid directly to us by
the partnership and are deducted from the capital account balances of limited partners.
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LKCM Headwater Investments I, L.P. – we receive management fees of 2.0% per annum
of the invested capital of the partnership, as determined under the partnership agreement,
calculated and payable quarterly in advance. The general partner of the partnership is
entitled to receive performance-based compensation of up to 20% of the net realized
proceeds distributed from portfolio investments of the partnership, subject to certain
limitations contained in the organizational and offering documents of the partnership.
These management fees and performance-based compensation are paid directly to us by
the partnership and are deducted from the capital account balances of limited partners.
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LKCM Headwater Investments II, L.P. – we receive management fees of 2.0% per
annum of the invested capital of the partnership, as determined under the partnership
agreement, calculated and payable quarterly in advance. The general partner of the
partnership is entitled to receive performance-based compensation of up to 20% of the
net realized proceeds distributed from portfolio investments of the partnership, subject to
certain limitations contained in the organizational and offering documents of the
partnership. These management fees and performance-based compensation are paid
directly to us by the partnership and are deducted from the capital account balances of
limited partners.
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LKCM Headwater II Sidecar Partnership, L.P. – we receive management fees of 1.0%
per annum of the invested capital of the partnership, as determined under the partnership
agreement, calculated and payable quarterly in advance. The general partner of the
partnership is entitled to receive performance-based compensation of up to 20% of the
net realized proceeds distributed from portfolio investments of the partnership, subject to
certain limitations contained in the organizational and offering documents of the
partnership. These management fees and performance-based compensation are paid
directly to us by the partnership and are deducted from the capital account balances of
limited partners.
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LKCM Headwater Investments III, L.P. – we receive management fees of 2.0% per
annum of the invested capital of the partnership, as determined under the partnership
agreement, calculated and payable quarterly in advance. The general partner of the
partnership is entitled to receive performance-based compensation of up to 20% of the
net realized proceeds distributed from portfolio investments of the partnership, subject to
certain limitations contained in the organizational and offering documents of the
partnership. These management fees and performance-based compensation are paid
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directly to us by the partnership and are deducted from the capital account balances of
limited partners.
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LKCM Headwater Investments IV, L.P. – we receive management fees of 2.0% per
annum of either the aggregate capital commitments of limited partners or invested capital
of the partnership, as determined under the partnership agreement, calculated and payable
quarterly in advance. The general partner of the partnership is entitled to receive
performance-based compensation of up to 20% of the net realized proceeds distributed
from portfolio investments of the partnership, subject to certain limitations contained in
the organizational and offering documents of the partnership. These management fees
and performance-based compensation are paid directly to us by the partnership and are
deducted from the capital account balances of limited partners.
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LKCM International Equity, L.P. – we receive management fees of 1.2% per annum of
the net asset value of the partnership, calculated and payable quarterly in advance. We
have voluntarily reduced such management fees to 1.0% per annum of the net asset value
of the partnership until further notice. We have entered into an expense limitation
agreement with the partnership pursuant to which we have agreed to waive and/or
reimburse all or a portion of our management fees for the partnership to limit the
partnership’s annual operating expenses to 1.2% per annum of the partnership’s average
net asset value. We or our affiliates are also entitled to receive performance-based
compensation attributable to private investments of the partnership to the extent approved
by the partnership’s limited partners or limited partner advisory committee. These
management fees and performance-based compensation are paid directly to us by the
partnership and are deducted from the capital account balances of limited partners.
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LKCM Technology Partnership, L.P. – we receive management fees of 1.2% per annum
of the net asset value of the partnership, calculated and payable quarterly in advance, with
respect to limited partners admitted to the partnership prior to October 1, 2021, and we
receive management fees of 1.5% per annum of the net asset value of the partnership,
calculated and payable quarterly in advance, with respect to limited partners admitted to
the partnership on or after October 1, 2021. With respect to limited partners admitted to
the partnership on or after October 1, 2021, the general partner of the partnership is
entitled to receive performance-based compensation of up to 15% of the net profits of the
partnership allocated to such limited partners, subject to certain limitations contained in
the organizational and offering documents of the partnership. We or our affiliates are
also entitled to receive performance-based compensation attributable to private
investments of the partnership to the extent approved by the partnership’s limited partners
or limited partner advisory committee. These management fees and performance-based
compensation are paid directly to us by the partnership and are deducted from the capital
account balances of limited partners.
Each LKCM Partnership and/or its portfolio companies generally pays and/or reimburses all other fees,
costs and expenses incurred by the LKCM Partnership, us, its general partner or our respective principals,
employees and affiliates that are attributable to the business, investment, operational and organizational
activities of the LKCM Partnership and/or its portfolio companies, such as:
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fees, costs and expenses incurred in sourcing, evaluating, researching, negotiating,
structuring, acquiring, financing, refinancing, appraising, holding or disposing of
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investments (including fees, costs and expenses associated with potential investments not
consummated);
fees, costs and expenses incurred in carrying, developing, researching, managing,
monitoring or otherwise dealing with investments and portfolio companies, such as legal,
due diligence, financing, custodial, consulting, accounting, audit, tax, recordkeeping,
investment banking, appraisal, brokerage, and administration fees, costs and expenses;
fees, costs and expenses incurred in preparing financial, accounting and audit reports and
tax reports and returns;
accounting, audit, administration, legal, tax, professional, consultant, director, operating
partner, sourcing, data processing, investment-level management and servicing,
compliance, financial reporting, and other operational fees, costs and expenses;
fees, costs and expenses incurred in connection with investment, research, acquisition,
trading and disposition activities, such as brokerage commissions, investment banking
fees, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing
and settlement charges, and other transaction fees, costs and expenses;
interest, fees, costs, expenses and other amounts payable with respect to borrowings,
indebtedness or guarantees, including advance fees, commitment fees, amendment fees,
transaction or service fees, and any legal, audit, financing, appraisal, insurance,
indemnification and accounting fees, costs and expenses;
damages, liabilities and other costs, fees and expenses relating to matters or actions that
are subject to indemnifications rights contained in the applicable partnership agreement;
travel and entertainment fees, costs and expenses, such as private and commercial airfare,
lodging and accommodations, car services, transportation or reimbursement of mileage,
personal and business meals, and other travel and entertainment and other incidental fees,
costs and expenses, including those incurred in connection with acquiring, carrying,
developing, researching, managing, monitoring, holding or otherwise dealing with
business, operations, investments and portfolio companies, including fees, costs and
expenses associated with potential investments not consummated;
formation, organizational, maintenance and liquidation fees, costs and expenses of the
LKCM Partnership and its subsidiaries and investment vehicles;
taxes, fees and other equivalent governmental charges attributable to the LKCM
Partnership and its subsidiaries and investment vehicles; and
other fees, costs and expenses as described in the offering or organizational documents or
financial statements of the LKCM Partnership or as approved by the limited partner
advisory committee of the LKCM Partnership.
We and/or the applicable general partners of the LKCM Partnerships face potential conflicts of interest
when allocating or seeking reimbursement of fees, costs and expenses among or from various LKCM
Partnerships, Single-Investment Partnerships and other clients, including those related to potential
investments not consummated. Although we and/or the applicable general partners of the LKCM
Partnerships and Single-Investment Partnerships generally will make such fee, cost and expense
allocation and reimbursement decisions when a potential investment is pending, this process is necessarily
subjective and within our discretion, especially when a transaction is terminated at a particularly early
stage. Such fee, cost and expense allocation and reimbursement decisions with respect to potential
investments not consummated may not be proportional among the applicable LKCM Partnerships, Single-
Investment Partnerships or other clients. We and/or the applicable general partners of the LKCM
Partnerships and Single-Investment Partnerships have a financial incentive to allocate or seek
reimbursement of such fees, costs and expenses among or from the LKCM Partnerships, Single-
Investment Partnerships and other clients in a manner that maximizes the compensation and other
13
amounts payable or reimbursable to us, the applicable general partners and/or our respective principals,
employees, affiliates and related parties.
We and/or our principals, employees, affiliates and related parties are limited partners in the LKCM
Partnerships. We may waive or reduce management fees for limited partners in the LKCM Partnerships
in our discretion, and such management fees are generally waived or reduced for us and/or certain of our
principals, employees, affiliates and related parties. The general partners of the LKCM Partnerships may
waive any applicable performance-based compensation for limited partners in the LKCM Partnerships in
their discretion, and such performance-based compensation is generally waived for us and/or our
principals, employees, affiliates and related parties.
Our management fees for each LKCM Partnership are generally based on the net asset values, invested
capital or capital commitments of the LKCM Partnership, as provided in its organizational and offering
documents, and are paid directly to us by the applicable LKCM Partnership and are deducted from the
capital account balances of its limited partners. The net asset value of each LKCM Partnership is
calculated by adding the fair market value of the LKCM Partnership’s investments, which is calculated
based on valuations and other information and data provided by or to us, the custodian or the
administrator for the LKCM Partnership, cash and other assets, and by subtracting the LKCM
Partnership’s liabilities. Our valuations of investments held by each LKCM Partnership are generally
based on information that we receive from our independent third-party pricing vendor, which may be
higher or lower than the valuations of those investments calculated by the custodian for such LKCM
Partnership. Investments held by an LKCM Partnership for which market quotations are readily
available, such as investments in publicly-traded companies, are generally valued at the last quoted sales
prices on the exchanges on which the investments are traded or quoted as provided by our third-party
pricing vendor. If no pricing information from our third-party pricing vendor is available for an
investment held by a LKCM Partnership, such as investments in private companies, or we believe our
third-party pricing vendor’s valuation is erroneous, the general partner of the LKCM Partnership
determines the fair market value of such investment in good faith. In the event the base upon which our
management fees for the LKCM Partnerships are calculated changes during the course of the relevant
period due to, for example, dispositions of private equity investments, distributions in respect of private
equity investments or similar events, we are not required to make any adjustment to, or refund, our
management fees as a result of such event. A potential conflict of interest exists because our management
fees, performance-based compensation, and performance results are generally based on our valuations of
investments for the LKCM Partnerships and the timing of our investment decisions with respect to the
LKCM Partnerships.
We and/or our affiliates or related persons also receive management, performance, oversight, board,
administrative or similar fees in connection with management, monitoring, oversight, administrative,
investment, operational, organizational or similar services that we and/or our affiliates or related persons
provide to portfolio companies of the LKCM Partnerships or Single-Investment Partnerships. These fees
generally are not negotiated, are generally paid in cash, and are in addition to investment management
fees or performance-based compensation we receive from the LKCM Partnerships or Single-Investment
Partnerships, as applicable. To the extent these fees are paid in equity or other non-cash compensation,
we generally value such equity or other non-cash compensation at its fair market value on the date of
grant, as determined by us in our discretion, for purposes of applying any required management fee
offsets described below. We generally allocate these fees among the LKCM Partnerships, Single-
Investment Partnerships or other co-investors based upon their relative invested capital or ownership of
the applicable portfolio company or other factors we deem fair and reasonable under the circumstances.
Under certain circumstances, our investment management fees for the LKCM Partnerships and/or Single-
Investment Partnerships, as applicable, will be offset by all or a portion of these fees to the extent required
by their respective offering and organizational documents. The LKCM Partnerships and/or Single-
14
Investment Partnerships, as applicable, generally will only benefit with respect to their allocable portion
of any such management fee offset and not the portion of any management fee offset allocable to another
LKCM Partnership, Single-Investment Partnership, or other person or entity. Specific offset provisions
differ among the various LKCM Partnerships and Single-Investment Partnerships, and some LKCM
Partnerships and Single-Investment Partnerships do not have management fee offset provisions.
Portfolio companies of the LKCM Partnerships and/or Single-Investment Partnerships generally bear or
reimburse our travel and other business-related costs and expenses, such as private and commercial
airfare, lodging and accommodations, car services, transportation or reimbursement of mileage, personal
and business meals, and other travel and entertainment and other business-related costs and expenses,
including those incurred in connection with our performance of management, monitoring, oversight,
administrative, investment, operational, organizational or similar services for such portfolio companies,
including fees, costs and expenses associated with investments not consummated, and such amounts are
not considered management fees or subject to the management fee offset arrangements described above.
Portfolio companies held by the LKCM Partnerships and/or Single-Investment Partnerships generally
engage and retain operating partners, board members, consultants, advisers, sourcing relationships or
other professionals with significant and/or relevant industry experience as independent contractors that
assist with sourcing, monitoring, overseeing, evaluating, advising, and leading portfolio companies and
their governance, operations, acquisition plans, strategic initiatives, and other related matters. In some
cases, these individuals are former directors, officers or employees of portfolio companies held or exited
by the LKCM Partnerships and/or Single-Investment Partnerships, are typically limited partners of the
LKCM Partnerships and/or Single-Investment Partnerships, or otherwise have business and/or client
relationships with us. These individuals are not our employees and receive cash, equity or other
compensation from portfolio companies for their services, and such amounts are not paid to us and are not
considered management fees or subject to the management fee offset arrangements described above. In
addition, these individuals are often provided an opportunity to make personal investments in the
portfolio companies for which they serve. These practices create potential conflicts of interest because
we and/or our principals, employees, affiliates, and related parties benefit from the services provided by
these individuals, the cost of which is borne by portfolio companies held by the applicable LKCM
Partnerships and/or Single-Investment Partnerships.
Although some fees, costs and expenses are incurred on behalf of an LKCM Partnership or Single-
Investment Partnership, we and/or our principals, employees, affiliates, related parties and other clients,
including other LKCM Partnerships or Single-Investment Partnerships, may benefit more broadly from
the payment of such fees, costs and expenses. For example, information that we obtain in connection
with our research, due diligence and investment activities for an LKCM Partnership will be valuable to us
in connection with our investment activities for other clients, including other LKCM Partnerships or
Single-Investment Partnerships. This creates a potential conflict of interest because we and/or our
principals, employees, affiliates, related parties and other clients may benefit from the fees, costs and
expenses borne by the LKCM Partnerships and/or Single-Investment Partnerships.
To the extent particular fees, costs and expenses are incurred on an aggregate basis on behalf of multiple
LKCM Partnerships and/or Single-Investment Partnerships, we will allocate the aggregate amount of such
fees, costs and expenses in a manner that we determine to be fair and reasonable in our discretion. We
generally allocate such aggregate fees, costs and expenses among the relevant LKCM Partnerships and/or
Single-Investment Partnerships based upon their respective assets under management or based upon their
respective ownership percentages or invested capital in the applicable portfolio company or investment
for which such fees, costs and expenses were incurred or based on such other factors we deem fair and
reasonable under the circumstances.
15
The foregoing arrangements create potential conflicts of interest because we have an incentive to solicit
prospective investors in, devote more resources to, and make investment and other decisions with respect
to, the LKCM Partnerships and the Single-Investment Partnerships and their portfolio companies that
maximize our financial and other interests, including the amounts we receive from such arrangements and
our compensation from the applicable LKCM Partnerships or Single-Investment Partnerships. Additional
information about the fees, costs and expenses paid by the LKCM Partnerships, the Single-Investment
Partnerships and/or their portfolio companies is contained in the offering and organizational documents
and/or financial statements for the LKCM Partnerships and Single-Investment Partnerships, as applicable.
Single-Investment Partnerships
We and/or our affiliates or related persons generally receive management, performance, oversight, board,
administrative or similar fees in connection with management, monitoring, oversight, administrative,
investment, operational, organizational or similar services that we and/or our affiliates or related persons
provide to the Single-Investment Partnerships or their portfolio companies. As discussed above, these
arrangements create potential conflicts of interest because we have an incentive to solicit prospective
investors in, devote more resources to, and make investment and other decisions with respect to, the
Single-Investment Partnerships and their portfolio companies that maximize our financial and other
interests.
Each Single-Investment Partnership and/or its portfolio companies generally pays and/or reimburses all
fees, costs and expenses incurred by such Single-Investment Partnership, us, its general partner or
managing member or our principals, employees or affiliates that are attributable to the business,
investment, operational and organizational activities of such Single-Investment Partnership and/or its
portfolio companies, such as:
•
•
•
•
•
•
•
fees, costs and expenses incurred in sourcing, evaluating, researching, negotiating,
structuring, acquiring, financing, refinancing, appraising, holding or disposing of
investments (including fees, costs and expenses associated with potential investments not
consummated);
fees, costs and expenses incurred in carrying, developing, researching, managing,
monitoring or otherwise dealing with investments and portfolio companies, such as legal,
due diligence, financing, custodial, consulting, accounting, audit, tax, recordkeeping,
investment banking, brokerage, and administration fees, costs and expenses;
fees, costs and expenses incurred in preparing financial, accounting and audit reports and
tax reports and returns;
accounting, audit, administration, legal, tax, professional, consultant, director, operating
partner, sourcing, data processing, investment-level management and servicing,
compliance, financial reporting, and other operational fees, costs and expenses;
fees, costs and expenses incurred in connection with investment, research, acquisition,
trading and disposition activities, such as brokerage commissions, investment banking
fees, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing
and settlement charges, and other transaction fees, costs and expenses;
interest, fees, costs, expenses and other amounts payable with respect to borrowings,
indebtedness or guarantees, including advance fees, commitment fees, amendment fees,
transaction or service fees, and any legal, audit, financing, appraisal, insurance,
indemnification and accounting expenses;
damages, liabilities and other costs, fees and expenses related to matters or actions that
are subject to indemnification rights contained in the applicable partnership agreement;
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•
•
•
•
travel and entertainment fees, costs and expenses, such as private and commercial airfare,
lodging and accommodations, car services, transportation or reimbursement of mileage,
personal and business meals, and other travel and entertainment and other incidental fees,
costs and expenses, including those incurred in connection with acquiring, carrying,
developing, researching, managing, monitoring, holding or otherwise dealing with
business, operations, investments and portfolio companies, including fees, costs and
expenses associated with investments not consummated;
formation, organizational, maintenance and liquidation fees, costs and expenses of the
Single-Investment Partnership and its subsidiaries and investment vehicles;
taxes, fees and other equivalent governmental charges attributable to the Single-
Investment Partnership and its subsidiaries and investment vehicles; and
other fees, costs and expenses as described in the offering or organizational documents or
financial statements of the Single-Investment Partnership or as approved by the limited
partner advisory committee of the Single-Investment Partnership.
We and/or our principals, employees, affiliates and related parties generally are investors in the Single-
Investment Partnerships. We may waive or reduce any applicable management, monitoring,
administrative or similar fees for investors in the Single-Investment Partnerships in our discretion,
including those for us and/or our principals, employees, affiliates and related parties. The general
partners or managing members of the Single-Investment Partnerships may waive any applicable
performance-based compensation for investors in such Single-Investment Partnerships in their discretion,
and such performance-based compensation is generally waived for us and/or certain of our principals,
employees, affiliates and related parties.
The foregoing arrangements, including those described above with respect to the LKCM Partnerships,
create potential conflicts of interest because we have an incentive to solicit prospective investors in,
devote more resources to, and make investment and other decisions with respect to, the Single-Investment
Partnerships and their portfolio companies that maximize our financial and other interests, including the
amounts we receive from such arrangements and our compensation from the applicable Single-Investment
Partnerships. Additional information about the fees, costs and expenses paid by the Single-Investment
Partnerships and/or their portfolio companies is contained in the offering and organizational documents
and/or financial statements for the Single-Investment Partnerships, as applicable.
Sub-Advised Portfolios
We provide investment sub-advisory services to unaffiliated investment advisers, trust companies and
other financial institutions for certain of their separately managed portfolios. The sub-advisory fees that
we receive for providing these services are negotiated between us and the primary investment adviser,
trust company or other financial institution for each sub-advised portfolio and generally range between
0.35% and 1.00% of the market value of assets held in the sub-advised portfolio. We generally
consolidate portfolios for clients associated with these unaffiliated investment advisers, trust companies
and other financial institutions for purposes of calculating our management fees and portfolio and
management fee minimums in our discretion.
Model Portfolio Programs
We participate in model portfolio programs established by unaffiliated third-party sponsors. We charge
the sponsors of these programs fees ranging between 0.30% and 0.40% per annum of the market value of
those underlying accounts that use our model portfolios. Participants in model portfolio programs are
17
responsible for paying the custodial fees, participation fees, wire transfer fees, transaction fees,
commissions and all other fees, expenses and costs charged by the applicable sponsors of such programs.
Wrap Fee Programs
We serve as portfolio manager under wrap fee programs established by unaffiliated third-party sponsors.
We generally charge the sponsors of these programs fees of 0.50% per annum of the market value of
those underlying program client accounts for which we provide investment advisory services. Wrap fee
program clients are responsible for paying the custodial fees, participation fees, wire transfer fees,
transaction fees, commissions and all other fees, expenses and costs charged by the applicable sponsors of
such programs.
Financial Planning
We provide various financial planning services to clients through consultations on an as-requested basis.
The fees that we charge clients for such financial planning services are negotiated between us and our
clients and are set forth in the scope of engagement that we enter into with clients for such services.
ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
As described in Item 5 – Fees and Compensation of this brochure, the general partners or managing
members of certain LKCM Partnerships or Single-Investment Partnerships, which are our affiliates,
employees or related persons, receive performance-based compensation relating to the investment
activities of the LKCM Partnerships or Single-Investment Partnerships, subject to certain limitations
contained in the offering and organizational documents of such LKCM Partnerships or Single-Investment
Partnerships. We and/or certain of our affiliates, employees or related persons simultaneously manage
portfolios for which asset-based management fees are charged and other portfolios for which
performance-based compensation is charged. The receipt of performance-based compensation creates a
potential conflict of interest in that we have an incentive to make investments for applicable LKCM
Partnerships or Single-Investment Partnerships or their portfolio companies that are riskier or more
speculative than would be the case in the absence of performance-based compensation. We have an
incentive to favor those LKCM Partnerships or Single-Investment Partnerships for which performance-
based compensation is charged over other client portfolios for which performance-based compensation is
not charged, such as by allocating more profitable investments or opportunities to, devoting more
resources to, or making investment or other decisions that favor, these LKCM Partnerships or Single-
Investment Partnerships or their portfolio companies. We also have an incentive to favor the LKCM
Partnerships, Single-Investment Partnerships and other clients that provide us with higher management
fees, such as by allocating more profitable investments or opportunities to, or by devoting more resources
to, such clients.
We make investment decisions for our clients based on their respective investment objectives, guidelines,
restrictions, risk profiles, tax status, liquidity requirements and other relevant considerations.
Consequently, we may purchase or sell securities at the same or different times for some clients but not
other clients, or we may make investment decisions for some clients that are contrary to investment
decisions for other clients. As a result, investment decisions made for some clients with respect to a
particular investment could have an adverse financial impact on the value of such investment held by
other clients or the investment results achieved by clients with respect to such investment. In addition, we
could favor some clients over other clients in the order in which trades are placed, in that portfolios for
which trades are placed first could receive a more or less favorable execution price than portfolios for
which trades are placed in subsequent transactions. These practices create potential conflicts of interest
18
because we have an incentive to favor certain clients, particularly those in which we have a direct or
indirect financial interest, over other clients with respect to such investment and trading decisions.
We could also favor some clients over other clients when allocating investment opportunities of a limited
nature, such as initial public offerings, private equity investments, micro cap or small cap investments,
and other illiquid investments. In this regard, we could allocate such investment opportunities to clients
that pay higher management fees, that have performance-based compensation structures, or in which we
have a significant direct or indirect financial or ownership interest, such as the LKCM Funds, the LKCM
Partnerships and the Single-Investment Partnerships. We attempt to allocate such investment
opportunities among our clients in a manner we believe to be fair and equitable under the circumstances
taking into consideration all relevant factors, including the investment objectives, guidelines, restrictions,
risk profiles, tax status and liquidity requirements applicable to such clients. We and/or our principals,
employees or affiliates have a significant proprietary interest in certain portfolios, the LKCM Funds, the
LKCM Partnerships and the Single-Investment Partnerships. A potential conflict of interest exists
because we have a financial incentive to make allocation and other investment decisions that enhance our
compensation or the performance results of those portfolios, funds or partnerships in which we have a
direct or indirect financial or ownership interest.
We and/or our principals, employees, affiliates and related persons face potential conflicts of interest
associated with co-investment opportunities for the LKCM Partnerships and Single-Investment
Partnerships. Co-investment opportunities generally arise when we and/or the applicable general partners
determine in our discretion that the equity capital necessary to complete an investment for an LKCM
Partnership or Single-Investment Partnership exceeds the amount of equity capital appropriate for such
LKCM Partnership or Single-Investment Partnership, based on their respective offering or organizational
documents or other considerations. We and/or the applicable general partners have discretion in
determining the availability of co-investment opportunities, to whom and the manner in which co-
investment opportunities are allocated, and the material terms and conditions of co-investment
opportunities. When making allocation or other decisions regarding co-investment opportunities, we may
consider various factors in our discretion, such as the certainty of funding by prospective co-investors,
contractual obligations to provide co-investment opportunities, the size of prospective co-investors’
commitments to our investment strategies or investment vehicles, or the strategic benefits offered by
prospective co-investors to our investment programs. Co-investment opportunities are generally expected
to carry more favorable terms, such as lower management fee rates, lower performance-based
compensation rates, and higher performance-based compensation hurdle rates. Allocations of co-
investment opportunities to investors are not expected to be proportional to their respective ownership
interests in the LKCM Partnership or Single-Investment Partnership for which the applicable co-
investment opportunities arise, and we may allocate co-investment opportunities to investors that are not
limited partners in such LKCM Partnerships or Single-Investment Partnerships. We have a financial
incentive to allocate co-investment opportunities in a manner that favors us, our principals, employees,
affiliates and related parties, and/or other investors or clients with more assets under management with us.
Our pursuit of co-investment opportunities could allow us or the applicable general partners to make
potential investments that the underlying LKCM Partnership or Single-Investment Partnership would not
otherwise be able to make. Potential conflicts of interest exist because we have a financial incentive to
make allocation and other decisions with respect to co-investment opportunities that benefit our direct and
indirect financial interests over the LKCM Partnerships, the Single-Investment Partnerships and other
clients or investors.
We may cause the LKCM Partnerships, the Single-Investment Partnerships or other clients to invest in
portfolio companies that compete with, are customers of, or are service providers or suppliers to, other
portfolio companies held by other LKCM Partnerships, Single-Investment Partnerships or clients. This
creates a potential conflict of interest because actions taken with respect to a portfolio company held by
19
an LKCM Partnership, Single-Investment Partnership, or other clients may have adverse consequences
for other portfolio companies held by other LKCM Partnerships, Single-Investment Partnerships or other
clients, or transactions between portfolio companies may not necessarily occur on the most favorable
terms for one of the portfolio companies involved.
We and/or our principals, employees, affiliates and related persons face potential conflicts of interest
associated with the use of borrowing and leverage by the LKCM Partnerships, the Single-Investment
Partnerships and their portfolio companies. The use of borrowing and leverage may allow us and our
principals, employees, affiliates and related parties to make capital commitments to the LKCM
Partnerships and/or the Single-Investment Partnerships that exceed that which we could otherwise make
in the absence of such borrowing and leverage arrangements, defer the timing and amount of capital calls
by these partnerships, increase the level of invested capital upon which our management fees are
calculated for certain of these partnerships, and potentially enhance the internal rates of return or other
performance results for these partnerships.
We and/or our principals, employees, affiliates and related persons face potential conflicts of interest
associated with our engagement and retention of operating partners, board members, consultants,
advisers, sourcing relationships or other professionals for portfolio companies of the LKCM Partnerships
and the Single-Investment Partnerships. These individuals typically have significant and/or relevant
industry experience and assist us with sourcing, monitoring, overseeing, evaluating, advising, and leading
portfolio companies and their governance, operations, acquisition plans, strategic initiatives, and other
related matters. In some cases, these individuals are former directors, officers or employees of our firm or
portfolio companies held or exited by the LKCM Partnerships and/or Single-Investment Partnerships, are
typically limited partners of the LKCM Partnerships and/or Single-Investment Partnerships, or otherwise
have business and/or client relationships with us. These individuals are not our employees and receive
cash, equity or other compensation from portfolio companies for their services, and such amounts are not
paid to or by us and are not considered management fees or subject to the management fee offset
arrangements described herein. In addition, these individuals are often provided an opportunity to make
personal investments in the portfolio companies for which they serve. These practices create potential
conflicts of interest because we and/or our principals, employees, affiliates, and related parties benefit
from the services provided by these individuals, the cost of which is borne by portfolio companies held by
the applicable LKCM Partnerships and/or Single-Investment Partnership.
LKCM Headwater Operations, LLC (“HOPS”) is wholly owned by one of our affiliates and directly
employs technology, operational and other professionals to develop and/or customize software and other
technology or operational products and solutions for, and to provide other technology-related,
operational-related, and other services to, portfolio companies of the LKCM Partnerships and/or the
Single-Investment Partnerships or other companies. The relationship between HOPS and portfolio
companies of the LKCM Partnerships and/or the Single-Investment Partnerships creates potential
conflicts of interest because our affiliates have a financial interest in HOPS and the services it provides to
such portfolio companies, and such portfolio companies are directly responsible for paying for the
services provided by HOPS. We believe that portfolio companies of the LKCM Partnerships and/or the
Single-Investment Partnerships benefit from their relationship with HOPS because the portfolio
companies are not required to hire employees directly to obtain the solutions and services provided by
HOPS, typically would not have otherwise hired third parties to obtain the solutions and services
provided by HOPS, are able to benefit from shared learnings and experiences from other portfolio
companies for which solutions and services are provided by HOPS, and/or are able to obtain such
solutions and services from HOPS on terms we believe are more favorable than third parties typically
would charge for such solutions and services. Any fees or other compensation paid to HOPS by a
portfolio company of the LKCM Partnerships and/or the Single-Investment Partnerships or other
20
companies are not subject to the management fee offset provisions, if any, under the organizational and
offering documents of the applicable LKCM Partnership and/or Single-Investment Partnership.
The foregoing practices are considered potential conflicts of interest because we and/or our principals,
affiliates, employees or related persons have an incentive to make investment or other decisions that
benefit us, our principals, employees, affiliates, and related parties, or certain clients over other clients.
We believe we have implemented policies and procedures that are reasonably designed to mitigate
potential conflicts of interest raised by our side-by-side management of various portfolios and investment
strategies. In this regard, we generally consider a number of factors when making investment decisions
for, or allocating investment opportunities among, eligible clients, including: the investment objectives,
guidelines, policies, strategies and restrictions of our clients (including those contained in their
organizational and offering documents); our investment strategy objectives, guidelines, policies and
requirements; liquidity requirements and/or available capital resources; risk profiles and tolerances;
investment horizons and investment periods; tax status and related tax considerations; market, sector,
industry and portfolio exposures, concentrations, weightings and/or similar constraints; applicable legal or
regulatory requirements or constraints; and/or other factors deemed relevant by us and/or the applicable
general partners or limited partner advisory committees of such clients. Some of our other policies and
procedures are described throughout this brochure, including in Item 12 – Brokerage Practices of this
brochure. You may contact our General Counsel or our Chief Compliance Officer at (817) 332-3235 to
discuss the policies and procedures we have implemented in an effort to mitigate potential conflicts of
interest raised by our side-by-side management of various portfolios and investment strategies.
ITEM 7 – TYPES OF CLIENTS
We provide investment advisory services to individuals, trusts, estates, charitable organizations,
government entities, corporations and other business entities, foundations, endowments, pension and
profit sharing plans, registered investment companies, and private investment partnerships. Our
requirements for opening and maintaining a portfolio with us are summarized below.
Separately Managed Portfolios
We generally require the following minimum portfolio sizes for opening and maintaining separately
managed portfolios with us:
•
$2,000,000 – equity, fixed income, balanced and international equity separately managed
portfolios for institutional and non-institutional clients; and
•
$3,000,000 – small cap, small-mid cap and mid cap separately managed portfolios for
institutional and non-institutional clients.
We may waive these portfolio minimums for any client in our discretion. We typically consolidate
separately managed portfolios of clients and their related parties in our discretion to determine whether or
not our portfolio minimums are satisfied for a particular client.
21
LKCM Funds
The LKCM Funds require a minimum initial investment of $2,000, which may be waived by each Fund in
its discretion. Purchases and redemptions of shares of the LKCM Funds are subject to various
requirements as further described in the prospectus and statement of additional information for each Fund
filed with the Securities and Exchange Commission from time to time.
LKCM Partnerships
The LKCM Partnerships generally require limited partners to satisfy the following minimum initial
investment and/or capital commitment amounts and eligibility requirements:
•
LKCM Investment Partnership, L.P. – generally requires an initial minimum investment
of $250,000. The general partner may waive this minimum investment amount in its
discretion. Limited partners must qualify as “accredited investors” and “qualified
purchasers” or “knowledgeable employees” under applicable federal securities laws.
•
LKCM Investment Partnership II, L.P. – generally requires an initial minimum
investment of $250,000. The general partner may waive this minimum investment
amount in its discretion. Limited partners must qualify as “accredited investors” and
“qualified clients” or “knowledgeable employees” under applicable federal securities
laws.
•
LKCM Private Discipline (QP), L.P. – generally requires an initial minimum investment
of $250,000. The general partner may waive this minimum investment amount in its
discretion. Limited partners must qualify as “accredited investors” and “qualified
purchasers” or “knowledgeable employees” under applicable federal securities laws.
•
LKCM Private Discipline International, L.P. – generally requires an initial minimum
investment of $250,000. The general partner may waive this minimum investment
amount in its discretion. Limited partners must qualify as “accredited investors” and
“qualified purchasers” or “knowledgeable employees” under applicable federal securities
laws.
•
LKCM Micro-Cap Partnership, L.P. – generally requires an initial minimum investment
of $250,000. The general partner may waive this minimum investment amount in its
discretion. Limited partners must qualify as “accredited investors” and “qualified
purchasers” or “knowledgeable employees” under applicable federal securities laws.
•
LKCM Headwater Investments I, L.P. – generally requires a minimum capital
commitment of $250,000. The general partner may waive this minimum capital
commitment in its discretion. Limited partners must qualify as “accredited investors”
and “qualified purchasers” or “knowledgeable employees” under applicable federal
securities laws.
•
LKCM Headwater Investments II, L.P. – generally requires a minimum capital
commitment of $250,000. The general partner may waive this minimum capital
commitment in its discretion. Limited partners must qualify as “accredited investors”
and “qualified purchasers” or “knowledgeable employees” under applicable federal
securities laws.
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•
LKCM Headwater II Sidecar Partnership, L.P. – generally requires a minimum capital
commitment of $250,000. The general partner may waive this minimum capital
commitment in its discretion. Limited partners must qualify as “accredited investors”
and “qualified purchasers” or “knowledgeable employees” under applicable federal
securities laws.
•
LKCM Headwater Investments III, L.P. – generally requires a minimum capital
commitment of $250,000. The general partner may waive this minimum capital
commitment in its discretion. Limited partners must qualify as “accredited investors”
and “qualified purchasers” or “knowledgeable employees” under applicable federal
securities laws.
•
LKCM Headwater Investments IV, L.P. – generally requires a minimum capital
commitment of $250,000. The general partner may waive this minimum capital
commitment in its discretion. Limited partners must qualify as “accredited investors”
and “qualified purchasers” or “knowledgeable employees” under applicable federal
securities laws.
•
LKCM International Equity, L.P. – generally requires an initial minimum investment of
$250,000. The general partner may waive this minimum investment amount in its
discretion. Limited partners must qualify as “accredited investors” and “qualified
purchasers” or “knowledgeable employees” under applicable federal securities laws.
•
LKCM Technology Partnership, L.P. – generally requires an initial minimum investment
of $250,000. The general partner may waive this minimum investment amount in its
discretion. Limited partners must qualify as “accredited investors” and “qualified
clients” or “knowledgeable employees” under applicable federal securities laws.
The general partners of the LKCM Partnerships generally waive their respective minimum investment or
capital commitment amounts for us and/or certain of our principals, affiliates, employees and related
parties as well as other unaffiliated limited partners in their discretion. Additional information regarding
the minimum initial investment and capital commitment amounts, eligibility criteria, and purchase and
redemption requirements for the LKCM Partnerships are described in the offering and organizational
documents for the LKCM Partnerships.
Single-Investment Partnerships
The Single-Investment Partnerships generally require investors to satisfy the minimum initial investment
and capital commitment amounts and eligibility requirements contained in the organizational documents
for such Single-Investment Partnerships and/or determined by the general partners or managing members
of such Single-Investment partnerships in their sole discretion.
Sub-Advised Portfolios
We generally require other sub-advised portfolios to meet our minimum portfolio size for separately
managed portfolios as described above. We waive these portfolio minimums for sub-advised clients in
our discretion. We typically consolidate portfolios of clients and their related parties in our discretion to
determine whether or not our portfolio minimums are satisfied for a particular sub-advised client.
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ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
We offer clients several equity, fixed income and alternative investment strategies. These investment
strategies are generally available through separately managed portfolios, the LKCM Funds, the LKCM
Partnerships and/or the Single-Investment Partnerships. The following is a brief description of each
strategy’s investment objective, the principal investment strategies typically used in managing assets
within the strategy, and the material risks associated with the strategy. The investment techniques that we
use within a given strategy may vary over time depending on various factors. There are no assurances or
guarantees that a particular strategy will meet its investment objectives or be profitable. Nothing in this
brochure is intended to imply, and no one is or will be authorized to represent, that the investment
strategies described below are low risk or risk-free. The various risks outlined below are not the only
risks associated with the investment strategies described and will not necessarily apply in each instance.
Investing in securities involves the risk of loss of money and you should be prepared to bear that loss.
Separately Managed Portfolios
The following section includes a summary of the investment objectives, principal investment strategies,
and material risks of the principal investment strategies that we offer to clients through separately
managed portfolios. A description of the named material risks is included at the end of this section under
“Description of Material Risks of Separately Managed Portfolio Strategies.”
The summaries of the investment objectives, principal investment strategies, and material risks provided
below are necessarily limited and are presented for general informational purposes in accordance with
regulatory requirements. Consequently, these summaries are in all instances qualified and superseded by
the descriptions of objectives, strategies and risks, portfolio and other reports, and other communications
we provide to you in connection with our management of your portfolio.
Equity Strategy
Investment Objective: Our equity strategy seeks to achieve long-term capital appreciation while
attempting to manage portfolio risk and volatility.
Principal Investment Strategies: Our equity strategy seeks to achieve its investment objective
through fundamental analysis of individual companies and seeks high quality companies based on
various criteria, such as profitability, balance sheet quality, competitive advantages, market share
positions, ability to generate excess cash flows, meaningful management ownership stakes,
reinvestment opportunities and/or relative valuation. The strategy typically holds equity
securities of approximately 40-65 companies. The strategy typically purchases securities of
companies with market capitalizations of at least $2 billion at the initial time of purchase. The
strategy is not required to sell equity securities whose market values fall below this market
capitalization.
Material Risks: Cybersecurity Risk; Dividend Paying Securities Risk; Equity Securities Risk;
Exchange-Traded Fund Risk; Foreign Securities Risk; General Market and Economic Risk;
Inflation Risk; Investment Selection Risk; Large Cap Companies Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Sector Weighting Risk; Small Cap Companies
Risk.
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Small Cap Strategy
Investment Objective: Our small cap strategy seeks to achieve long-term capital appreciation and
investment returns that exceed the applicable benchmark while attempting to manage portfolio
risk and volatility.
Principal Investment Strategies: Our small cap strategy seeks to achieve its investment objective
through fundamental analysis of individual companies and seeks high quality companies based on
various criteria, such as profitability, balance sheet quality, competitive advantages, market share
positions, ability to generate excess cash flows, meaningful management ownership stakes,
reinvestment opportunities and/or relative valuation. The strategy typically holds equity
securities of approximately 70-90 companies. The strategy typically purchases securities of
companies with market capitalizations between $0.8 billion and $7 billion at the initial time of
purchase. The strategy is not required to sell equity securities whose market values appreciate or
depreciate outside this market capitalization range.
Material Risks: Cybersecurity Risk; Equity Securities Risk; Foreign Securities Risk; General
Market and Economic Risk; Inflation Risk; Investment Selection Risk; Liquidity Risk;
Management Risk; Sector Weighting Risk; Small Cap Companies Risk.
Small-Mid Cap Strategy
Investment Objective: Our small-mid cap strategy seeks to achieve long-term capital appreciation
and investment returns that exceed the applicable benchmark while attempting to manage
portfolio risk and volatility.
Principal Investment Strategies: Our small-mid cap strategy seeks to achieve its investment
objective through fundamental analysis of individual companies and seeks high quality
companies based on various criteria, such as profitability, balance sheet quality, competitive
advantages, market share positions, ability to generate excess cash flows, meaningful
management ownership stakes, reinvestment opportunities and/or relative valuation. The strategy
typically holds equity securities of approximately 50-60 companies. The strategy typically
purchases securities of companies with market capitalizations between $2 billion and $20 billion
at the initial time of purchase. The strategy is not required to sell equity securities whose market
values appreciate or depreciate outside this market capitalization range.
Material Risks: Cybersecurity Risk; Equity Securities Risk; Foreign Securities Risk; General
Market and Economic Risk; Inflation Risk; Investment Selection Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Sector Weighting Risk; Small Cap Companies
Risk.
Mid Cap Strategy
Investment Objective: Our mid cap strategy seeks to achieve long-term capital appreciation and
investment returns that exceed the applicable benchmark while attempting to manage portfolio
risk and volatility.
Principal Investment Strategies: Our mid cap strategy seeks to achieve its investment objective
through fundamental analysis of individual companies and seeks high quality companies based on
various criteria, such as profitability, balance sheet quality, competitive advantages, market share
positions, ability to generate excess cash flows, meaningful management ownership stakes,
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reinvestment opportunities and/or relative valuation. The strategy typically holds equity
securities of approximately 50-60 companies. The strategy typically purchases securities of
companies with market capitalizations between $3.5 billion and $35 billion at the initial time of
purchase. The strategy is not required to sell equity securities whose market values appreciate or
depreciate outside this market capitalization range.
Material Risks: Cybersecurity Risk; Equity Securities Risk; Foreign Securities Risk; General
Market and Economic Risk; Inflation Risk; Investment Selection Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Sector Weighting Risk; Small Cap Companies
Risk.
Fixed Income Strategy
Investment Objective: Our fixed income strategy seeks to maximize portfolio returns and provide
income while attempting to manage portfolio, interest rate, and credit risk.
Principal Investment Strategy: Our fixed income strategy seeks to achieve its investment
objective by typically investing in investment grade corporate fixed income securities, fixed
income securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities,
and/or municipal fixed income securities. Investment grade fixed income securities are generally
considered to be those rated within the four highest rating categories by a nationally recognized
statistical rating organization or of an equivalent quality as determined by us. The strategy
typically focuses on sector allocations, maturity selections, relative valuations, and fundamental
research in an effort to manage portfolio, interest rate, and credit risk. The strategy typically uses
non-callable fixed income securities for their offensive characteristics and callable fixed income
securities for their defensive characteristics in an effort to manage reinvestment risk. The
strategy typically invests primarily in fixed income securities with short-to-intermediate
maturities from one to ten years. The strategy is not required to sell securities that are
downgraded below investment grade and may purchase securities that are not considered
investment grade. The strategy’s mix of fixed income securities generally takes into
consideration the tax status of individual clients.
Material Risks: Credit Risk; Cybersecurity Risk; Exchange-Traded Fund Risk; Fixed Income
Securities Risk; Foreign Securities Risk; General Market and Economic Risk; Inflation Risk;
Interest Rate Risk; Investment Selection Risk; Large Cap Companies Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Municipal Securities Risk; Sector Weighting Risk;
Small Cap Companies Risk; U.S. Government and Government-Sponsored Enterprises Risk.
Balanced Strategy
Investment Objective: Our balanced strategy seeks to achieve long-term capital appreciation and
provide income while attempting to manage portfolio risk and volatility.
Principal Investment Strategies: Our balanced strategy incorporates the principal investment
strategies for our equity and fixed income strategies above. The strategy’s mix of equity and
fixed income securities for individual clients varies depending on the investment objectives,
guidelines, restrictions, tax status, risk profile, liquidity requirements and other relevant
considerations communicated to us by clients.
Material Risks: Our balanced strategy is subject to the material risks named for our equity and
fixed income strategies above.
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International Equity Strategy
Investment Objective: Our international equity strategy seeks to achieve long-term capital
appreciation while attempting to manage portfolio risk and volatility.
Principal Investment Strategies: Our international equity strategy seeks to achieve its investment
objective by investing primarily in equity securities of non-U.S. companies. The strategy
incorporates our fundamental analysis of individual companies and seeks high quality companies
based on various criteria, such as profitability, balance sheet quality, competitive advantages,
market share positions, ability to generate excess cash flows, meaningful management ownership
stakes, reinvestment opportunities and/or relative valuation. In determining the origin of a
company, the strategy primarily relies on the country where the company is incorporated,
headquartered or has its principal place of business. The strategy generally invests in companies
from developed markets, though it may invest to a lesser extent in companies from less-
developed and/or emerging markets. The strategy may focus its investments in companies
located in or economically tied to particular countries or geographies. The strategy may invest in
securities of companies across all market capitalizations.
Material Risks: Currency Risk; Cybersecurity Risk; Dividend Paying Securities Risk; Emerging
Markets Risk; Equity Securities Risk; Exchange-Traded Fund Risk; Foreign Securities Risk;
General Market and Economic Risk; Inflation Risk; Investment Selection Risk; Large Cap
Companies Risk; Liquidity Risk; Management Risk; Mid Cap Companies Risk; Sector Weighting
Risk; Small Cap Companies Risk; Valuation Risk.
Description of Material Risks for Separately Managed Portfolio Strategies
Credit Risk: The strategy is subject to the risk that the issuer or guarantor of a fixed income
security held by the strategy becomes unable or unwilling, or is perceived (whether by market
participants, ratings agencies, pricing services, or otherwise) as unable or unwilling, to make
timely interest or principal payments or otherwise honor its obligations, which may cause the
strategy’s fixed income securities to lose value. If the strategy holds fixed income securities of an
issuer that experiences financial problems, the securities will likely decline in value or the issuer
may fail to make timely payments of interest or principal on the securities. The extent of this risk
varies based on the terms of the particular security and the financial condition of the issuer. A
security’s degree of credit risk is often reflected in its credit rating, with higher ratings
corresponding to lower perceived credit risk. A downgrade in the credit rating of an issuer of
fixed income securities, factors affecting an issuer directly, factors affecting the industry in which
a particular issuer operates, and changes in general social, economic or political conditions can
increase the risk of default by an issuer or reduce the market value of an issuer’s securities. The
credit quality of a security can deteriorate suddenly and rapidly. Lower credit quality also may
lead to greater volatility in the price of a security and may negatively affect a security’s liquidity.
In addition, credit ratings agencies may fail to make timely changes to credit ratings in response
to subsequent events and a credit rating may fail to reflect changes in an issuer’s financial
condition. Credit ratings reflect a rating agency’s opinion regarding a fixed income security’s
quality but are not a guarantee of quality and do not protect against a decline in the security’s
value. The ratings assigned to securities by rating agencies do not propose to fully reflect the true
risks of an investment, and ratings agencies may not always change their credit ratings on an
issuer or security in a timely manner to reflect events that could affect the issuer’s ability to make
timely payments on its obligations. Changes in the actual or perceived creditworthiness of an
issuer, or a downgrade or default affecting any of the securities held by the strategy, could
27
negatively affect the strategy’s performance. Credit risk is typically greater for securities with
ratings that are downgraded below investment grade. Generally, the longer the maturity of a
security, the more sensitive it is to credit risk.
Currency Risk: The strategy may have exposure to foreign currencies by making direct
investments in securities denominated in non-U.S. currencies, purchasing or selling futures
contracts and options on futures contracts for foreign or U.S. equity securities, indices or
currencies, purchasing foreign currency forward contracts, and/or holding foreign currencies.
Foreign currencies may decline in value relative to the U.S. dollar or, in the case of hedging
positions, the U.S. dollar may decline in value relative to the currency being hedged, and thereby
negatively affect the strategy’s holdings of foreign currencies or securities that trade in, and
receive revenues in, or in derivatives that provide exposure to, foreign currencies. Currency
exchange rates may fluctuate significantly over short periods of time for a number of reasons,
including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign
governments, central banks or other entities, or by the imposition of currency controls or other
political developments in the U.S. or abroad. As a result, the strategy’s investments in foreign
currency denominated securities may reduce the returns of the strategy. Currency futures,
forwards or options may not always work as intended, and in specific cases the strategy may be
more negatively impacted than if it had not used such instruments. There may not always be
suitable hedging instruments available, and even where suitable hedging instruments are
available, the strategy may not hedge its currency risks.
Cybersecurity Risk: Operational risks arising from, among other things, human or processing
errors, systems and technology disruptions or failures, or cybersecurity incidents may negatively
impact portfolio companies in which the strategy invests, including their service providers, and
result in financial losses. Cybersecurity incidents may allow unauthorized parties to gain access
to or misappropriate a portfolio company’s assets or confidential or proprietary information, or
cause a portfolio company or its service providers to suffer data corruption or lose operational
functionality. In addition, authorized persons of a portfolio company or its service providers
could inadvertently release confidential or proprietary information stored on the systems of a
portfolio company or its service providers or other market participants. The occurrence of any of
these problems could result in a loss of information, violations of applicable privacy or other
laws, regulatory scrutiny, penalties, fines, reputational damage, additional compliance
requirements and other consequences, any of which may have a material impact on a portfolio
company held by the strategy. It is not possible for portfolio companies in which the strategy
invests or their service providers to identify all of the operational risks that may affect them or to
develop processes and controls to completely eliminate or mitigate their occurrence or effects.
Recent geopolitical tensions may increase the scale and sophistication of deliberate attacks,
particularly those from nation-states or from entities with nation-state backing. Portfolio
companies in which the strategy invests, including their service providers, are exposed to various
risks related to cybersecurity incidents, and the value of the investments in portfolio companies
held by the strategy could be adversely impacted in the event any such cybersecurity incidents
occur. Portfolio companies in which the strategy invests may incur substantial costs to prevent or
address cybersecurity incidents.
Dividend Paying Securities Risk: The strategy’s investments in dividend paying securities could
cause the strategy to underperform other strategies that invest without consideration of a
company’s track record of paying dividends. Securities that pay higher dividends as a group can
fall out of favor with the market, causing these companies to underperform companies that do not
pay higher or any dividends. A portfolio company held by the strategy may choose not to declare
a dividend or the dividend rate might not remain at current levels. Changes in the dividend
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policies of portfolio companies held by the strategy and the capital resources available for these
companies’ dividend payments may reduce the level of dividend payments and adversely affect
the value of securities held by the strategy. Dividend paying stocks held by the strategy also may
not experience the same level of earnings growth or capital appreciation as non-dividend paying
stocks, and a sharp rise in interest rates or an economic downturn could cause a portfolio
company to unexpectedly reduce or eliminate its dividend. Securities that pay dividends may be
sensitive to changes in interest rates, and as interest rates rise or fall, the prices of such securities
may fall. The income received from portfolio companies held by the strategy will fluctuate due
to the amount of dividends that these companies elect to pay.
Emerging Markets Risk: The strategy may invest in companies in emerging markets. When
investing in emerging markets, the risks of investing in foreign securities generally are
heightened. The economies and political environments of emerging market countries tend to be
more unstable than those of developed countries, resulting in more volatile rates of return than the
developed markets and substantially greater risk to investors. Emerging markets have unique
risks that are greater than or in addition to investing in developed markets because emerging
markets are generally smaller, less developed, less liquid, more volatile, more expensive to trade
in, and generally have higher risks than the securities markets of the U.S. and other developed
markets. Securities in emerging markets also may be less liquid than those in developed markets
and foreigners are often limited in their ability to invest in, and withdraw assets from, these
markets. The governments of emerging market countries may also be more unstable and more
likely to impose capital controls, nationalize a company or industry, place restrictions on foreign
ownership and on withdrawing sales proceeds of securities from the country, intervene in the
financial markets, and/or impose burdensome taxes that could adversely affect prices of securities
held by the strategy. Numerous emerging market countries have a history of, and continue to
experience serious, and potentially continuing, economic and political challenges. There are also
other risks of investing in emerging markets, such as greater political uncertainties, an economy’s
dependence on revenues from particular commodities or on international aid or development
assistance, currency transfer restrictions, limited numbers of potential buyers and sellers for
securities, trading suspensions, delays and disruptions in securities settlement procedures, and
increased volatility and limited liquidity for emerging market securities. Emerging market
countries often have less uniformity in accounting, auditing, financial reporting and
recordkeeping requirements and less reliable clearance and settlement, registration and custodial
procedures. In addition, there may be less information available, or less reliable information
available, to make investment decisions and accurately evaluate securities of issuers in emerging
markets than would be available about issuers in more developed capital markets. In certain
emerging market countries, fraud and corruption may be more prevalent than in developed market
countries, and investor protections may be more limited than those in other countries. It may be
difficult to obtain or enforce legal judgments against non-U.S. companies and non-U.S. persons
in foreign jurisdictions, either through the foreign judicial system or through a private arbitration
process. The value of the strategy’s investments in portfolio companies in emerging markets
could be adversely impacted by these risks.
Equity Securities Risk: The strategy invests in equity securities and therefore is subject to
investment risk, issuer risk, market risk and significant fluctuations in value in response to
changes in a company’s financial condition as well as general market, economic and political
conditions, and other factors. The strategy may experience a significant or complete loss on its
investment in an equity security. In addition, equity prices may be sensitive to rising interest
rates, which increase borrowing costs and the costs of capital for the issuer. Equity securities are
generally subordinate to an issuer’s debt in the event of liquidation or bankruptcy. The strategy’s
investments in equity securities primarily consist of common stocks and may include American
29
Depositary Receipts (ADRs), real estate investment trusts (REITs), and other equity securities.
The value of an issuing company’s common stock may rise or fall as a result of factors affecting
the issuing company, such as decisions made by its management or decreased demand for the
company’s products or services. A common stock’s value may also decline because of factors
affecting not just the company, but also companies in the same industry or sector. The price of a
company’s common stock may also be affected by changes in financial markets that are relatively
unrelated to the company, such as changes in interest rates, exchange rates, industry regulation, or
other financial market factors. ADRs are receipts issued by domestic banks or trust companies
that represent the deposit of a security of a foreign issuer and are publicly traded in the United
States. ADRs are subject to certain of the risks associated with investing directly in foreign
securities, such as currency fluctuations, political and economic instability, capital restrictions,
less liquidity, less government regulation, less publicly available information, increased price
volatility, and differences in financial reporting standards, and may not accurately track the prices
of the underlying foreign securities and their value may change materially at times when the U.S.
markets are not open for trading. REITs are pooled investment vehicles with their own fees and
expenses and are subject to the risks associated with the real estate industry, adverse
governmental actions, declines in property and real estate values, and the potential failure to
qualify for federal income tax free pass through of net income and net realized gains and
exemption from registration as an investment company.
Exchange-Traded Fund Risk: The strategy may invest in exchange-traded funds (ETFs), which
are pooled investment vehicles, such as registered investment companies and grantor trusts,
whose shares are typically listed and traded on stock exchanges or otherwise traded in over-the-
counter markets. To the extent a strategy invests in ETFs, the strategy will be subject to
substantially the same risks as those associated with the direct ownership of the securities on
which the ETF is based and the value of the strategy’s investment will fluctuate in response to the
performance of the ETF and its underlying securities. ETFs incur their own fees and expenses
and, accordingly, a strategy’s investments in ETFs may result in additional expenses associated
with the strategy’s investment program. Because the value of shares of an ETF depends, among
other things, on the level of demand for such ETFs in the financial markets, ETF shares may trade
at a discount or premium to their net asset value. The strategy may not be able to liquidate its
holdings in ETFs at the most optimal time due to various factors, which could adversely affect the
strategy’s investment program and performance.
Fixed Income Securities Risk: The strategy invests in fixed income securities and is therefore
subject to the risk that the prices of, and the income generated by, fixed income securities held by
the strategy may decline significantly and/or rapidly in response to adverse issuer, geopolitical,
regulatory, general economic and market conditions, or other developments, such as regional or
global economic stability (including terrorism, pandemic and related geopolitical risks), interest
rate fluctuations, and those events directly involving the issuers that may cause broad changes in
market value, public perceptions concerning those developments, and adverse investor sentiment.
These events may lead to periods of volatility, which may be exacerbated by changes in bond
market size and structure. The strategy’s investments in fixed income securities may be subject
to unusual liquidity issues and, in some cases, credit downgrades and increased likelihood of
default.
Foreign Securities Risk: The strategy may directly invest in securities of foreign issuers or may
indirectly invest in securities of foreign issuers through ADRs or ETFs that are designed to track
the performance of foreign indexes. Investment in foreign securities, or investments in ETFs that
are designed to track the performance of foreign indexes, carry potential risks not associated with
domestic investments. Accordingly, the strategy is subject to risks associated with foreign
30
markets, such as currency exchange rate fluctuations, political and financial instability, less
liquidity and greater volatility of foreign investments, lack of uniform accounting, auditing and
financial reporting standards, different government regulation and supervision of foreign banks,
stock exchanges, brokers and listed companies, adverse social and economic developments, and
limited information about foreign companies. The unavailability and/or unreliability of public
information may impede the strategy’s ability to accurately evaluate foreign securities. It also
may be difficult to enforce contractual obligations or invoke judicial or arbitration processes
against non-U.S. companies and non-U.S. persons in foreign jurisdictions. There may be very
limited oversight of certain foreign banks or securities depositories that hold foreign securities
and currency and the laws of certain countries may limit the ability to recover such assets if a
foreign bank or depository or their agents goes bankrupt. To the extent the strategy invests a
significant portion of its assets in securities of a single county or geographic region at any one
time, it is more likely to be affected by events or conditions in that country or region. In addition,
as a result of increasingly interconnected global economies and financial markets, the value and
liquidity of a strategy’s investments in foreign securities may be negatively impacted by events
impacting a country or region, regardless of whether the strategy invests in issuers located in or
with significant exposure to such country or region. These risks may be more pronounced for
direct or indirect investments in foreign issuers in emerging markets or developing countries.
General Market and Economic Risk: The strategy’s investments are subject to the risk that
securities markets may move down, sometimes rapidly and unpredictably, based on overall
economic conditions and other factors, which may negatively affect the value of the strategy’s
investments. Equity securities generally have greater price volatility than fixed income securities,
although under certain market conditions fixed income securities may have comparable or greater
price volatility. Financial markets may at times be volatile and the value of the strategy’s
investments may decline in price, sometimes significantly and/or rapidly, due to a broad decline
in the financial markets or other factors. The value of the strategy’s investments may decline due
to adverse issuer-specific conditions or general market conditions which are not specifically
related to a particular company, such as real or perceived adverse geopolitical, regulatory, market,
economic or other developments that impact the financial markets generally or specific economic
sectors, industries and segments of the financial markets. Changes in the financial condition of a
single company can impact the financial markets as a whole, and during a general downturn in
the securities markets, multiple asset classes may decline in value simultaneously. The value of
the strategy’s investments may also decline due to factors that affect a particular industry or
industries, such as tariffs, labor shortages or increased production costs and competitive
conditions within an industry. Turbulence in financial markets and reduced liquidity in credit,
equity and fixed income markets may negatively affect many issuers worldwide and
correspondingly the value of the strategy’s investments.
Geopolitical and other events, including terrorism, economic uncertainty, regional or global
economic instability, trade disputes, pandemics, public health crises, natural disasters,
cybersecurity incidents and related events have led, and in the future may continue to lead, to
instability in world economies and markets generally and reduced liquidity in equity, credit and
fixed income markets. The imposition by the U.S. of tariffs on goods imported from foreign
countries and reciprocal tariffs levied on U.S. goods by those countries may also lead to volatility
and instability in domestic and foreign markets. Such market disruptions have caused, and may
continue to cause, broad changes in market value, negative public perception concerning these
developments, a reduction in the willingness and ability of some lenders to extend credit,
difficulty for some borrowers in obtaining financing on attractive terms, and adverse sentiment or
publicity. Changes in value may be temporary or may last for extended periods.
31
Policy changes by the U.S. government and/or the U.S. Federal Reserve and/or foreign
governments, and political and economic changes within the U.S. and abroad, such as inflation,
changes in the U.S. presidential administration and Congress, the U.S. government’s inability at
times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a
federal government shutdown or the occurrence of failure to increase the federal government’s
debt limit, which could result in a default on the government’s obligations, may cause increased
volatility in financial markets, affect investor and consumer confidence and adversely impact the
broader financial markets and economy, perhaps suddenly and to a significant degree. The
severity or duration of adverse economic conditions may also be affected by policy changes made
by governments or quasi-governmental organizations. Global economies and financial markets
are becoming increasingly interconnected, which increases the possibility of many markets being
affected by events in a single country or events affecting a single or small number of companies.
Both U.S. and international markets have experienced significant volatility in recent years. As a
result of such volatility, investment returns and the value of your investment may fluctuate
significantly. Deteriorating economic fundamentals may increase the risk of default or solvency
of particular companies, negatively impact market value, increase market volatility, cause credit
spreads to widen, reduce bank balance sheets and cause unexpected changes in interest rates.
Any of these could cause an increase in market volatility, reduce liquidity across various sectors
or markets or decrease confidence in markets. Historical patterns of correlation among asset
classes may break down in unanticipated ways during times of high volatility, disrupting
investment program and potentially causing losses.
Some countries, including the U.S., have adopted more protectionist trade policies, including
trade tariffs and other trade barriers, which is a trend that appears to be continuing globally. The
current political environment has intensified concerns about a global trade war. Slowing global
economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some
major international trade agreements, risks associated with trade agreements between countries
and regions, including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in consumer
sentiment and commodity and currency prices could affect the economies and markets of many
nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and
may create significant market volatility.
Although interest rates were unusually low in recent years in the U.S. and abroad, in 2022 the
U.S. Federal Reserve and certain foreign central banks began to increase interest rates to address
rising inflation. The Federal Reserve and certain foreign central banks started to lower interest
rates in September 2024, though economic or other factors, such as inflation, could lead to the
Federal Reserve stopping or reversing these changes. It is difficult to accurately predict the pace
at which interest rates might increase or start decreasing, the timing, frequency or magnitude of
any such changes in interest rates, or when such changes might stop or reverse course.
Unexpected changes in interest rates could lead to significant market volatility or reduced
liquidity in certain sectors of the market. Over the longer term, rising interest rates may present a
greater risk than has historically been the case due to the prior period of relatively low rates and
the effect of governmental fiscal and monetary policy initiatives and potential reaction to those
initiatives, or their alteration or cessation.
Markets and market participants are increasingly reliant upon both publicly available and
proprietary information data systems. Data imprecision, software or other technology
malfunctions, programming inaccuracies, unauthorized use or access, the execution of
ransomware and other cyberattacks and similar circumstances may impair the performance of
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these systems and may have an adverse impact upon a single issuer, a group of issuers, or the
market at large. In certain cases, an exchange or market may close or issue trading halts on either
specific securities or even the entire market, which may result in the strategy being, among other
things, unable to buy or sell certain securities or accurately price its investments. These
fluctuations in securities prices could be a sustained trend or a drastic movement. The financial
markets generally move in cycles, with periods of rising prices followed by periods of declining
prices.
Tensions, war or open conflict between nations, such as between Russia and Ukraine, in the
Middle East or in eastern Asia, could affect the economies of many nations, including the United
States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine,
and any sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the strategy’s
investments whether or not the strategy invests in securities of issuers located in or with
significant exposure to the countries or regions directly affected.
Regulators in the U.S. have proposed and recently adopted a number of changes to regulations
involving the markets and issuers. The full effect of various newly-adopted regulations is not
currently known. Due to the broad scope of the regulations being adopted, certain of these
changes, which may be revised or rescinded, could limit portfolio companies held by the strategy
to pursue its investment strategies or make certain investments or may make it more costly for
such portfolio companies to operate.
High public debt in the U.S. and other countries creates ongoing systematic and market risks and
policymaking uncertainty. There is no assurance that the U.S. Congress will act to raise the
nation’s debt ceiling, and a failure to do so could cause market turmoil and substantial investment
risks that cannot now be fully predicted. Unexpected political, regulatory and diplomatic events
with the U.S. and abroad may affect investor and consumer confidence and may adversely impact
financial markets and the broader economy.
Certain illnesses spread rapidly and have the potential to significantly and adversely affect the
global economy. The impact of epidemics and/or pandemics that may arise in the future could
negatively affect the economies of many nations, individual companies and the global securities
and commodity markets, including their liquidity, in ways that cannot necessarily be foreseen at
the present time and could last for an extended period of time. China’s economy, which has been
sustained through debt-financed spending on housing and infrastructure, appears to be
experiencing a significant slowdown and growing at a lower rate than prior years. Due to the size
of China’s economy, such a slowdown could impact financial markets and the broader economy.
Inflation Risk: Equity, fixed income and other securities may fall in value due to higher actual or
anticipated inflation. Higher actual or anticipated inflation may have an adverse effect on
corporate profits or consumer spending or the financial markets overall and result in lower values
for securities held by the strategy. If a strategy’s investments do not keep pace with inflation, the
value of investments held by the strategy may decline.
Interest Rate Risk: Changes in interest rates may affect the yield, liquidity and value of
investments in income producing or debt securities held by the strategy. Market values of fixed
income securities held by the strategy are generally inversely related to actual changes in interest
rates. Generally, when interest rates rise, the market value of a fixed income security will
decrease, and when interest rates decline, the market value of a fixed income security will
increase. Generally, a fixed income security with a longer maturity or duration will entail greater
33
interest rate risk, while a fixed income security with a shorter maturity or duration will entail less
interest rate risk. Interest rates may change significantly and/or rapidly and are influenced by a
number of factors, including government policy, monetary policy, inflation expectations,
perceptions of risk, and supply and demand of debt securities. Changes in government monetary
policy may substantially impact interest rates, but there can be no guarantee that any particular
policy will be continued, discontinued or changed, or that it will have the desired effect on
interest rates. Short-term and long-term interest rates, and interest rates in different countries, do
not necessarily move in the same direction or by the same amount. The yields received by a
strategy on its fixed income investments will generally decline as interest rates rise. Additionally,
the value of income-oriented equity securities held by the strategy that pay dividends may decline
when interest rates rise, as rising interest rates can reduce a company’s profitability and its ability
to pay dividends. Interest rates may continue to increase, perhaps significantly and rapidly,
which could result in significant losses for investments held by the strategy. During periods of
very low or negative interest rates, the strategy may be unable to develop positive returns.
Typically, the longer the maturity or duration of a debt security, the greater the effect a change in
interest rates could have on the security’s market value.
Investment Selection Risk: The performance of the strategy depends on our ability to select and
size investments appropriately and correctly anticipate future price movements, economic and
market conditions, and/or the value of equity, fixed income and/or other investments. The value
of investments held by the strategy may be adversely impacted by developments affecting the
specific issuer of the security or its particular industry or sector. These developments may
include a variety of factors, such as poor operating or management performance, geopolitical or
regulatory factors, a decline in revenues or profitability, losses of key suppliers, customers or
material contracts, a failure to meet earnings or other financial or operating performance
expectations, litigation or regulatory issues, bankruptcy, an increase in operating or other costs,
defaults under credit arrangements or material contracts, weak demand for the issuer’s products
or services, financial leverage or credit deterioration, or other events that adversely impact the
issuer’s business or competitive position. Our failure to correctly anticipate such factors and
developments could lead to significant declines in the value of the strategy’s investments.
Large Cap Companies Risk: The securities of large market capitalization companies held by the
strategy may underperform other segments of the market because such companies may be less
responsive to competitive challenges and opportunities, such as changes in technology and
consumer tastes and preferences. Large market capitalization companies may be unable to attain
or maintain the high growth rate of successful smaller companies, especially during periods of
economic expansion.
Management Risk: We actively manage investments in the strategy. The value of investments in
the strategy may decline if we fail to correctly identify risks affecting the broad economy or
specific markets, sectors, industries or companies in which the strategy invests, or if investments
we select for the strategy fail to perform as anticipated.
Mid Cap Companies Risk: The strategy invests in mid capitalization companies that generally
involve greater risks and the possibility of greater price volatility than investments in larger, more
established companies. Mid capitalization companies often have narrower commercial markets
and more limited operating histories, product lines, and managerial and financial resources than
larger, more established companies. Mid capitalization companies may also be more sensitive to
changes in interest rates, borrowing costs and earnings than larger, more established companies.
As a result, the securities of mid capitalization companies held by the strategy may be less liquid
34
and subject to greater market risks and fluctuations in value than larger capitalization companies
or may not correspond to changes in the financial markets in general.
Municipal Securities Risk: The strategy may invest in municipal securities. Various factors, such
as constitutional amendments, legislative enactments, executive orders, administrative
regulations, voter initiatives, and the issuer’s regional economic conditions, may adversely affect
the municipal security’s value, interest payments, repayment of principal and/or the strategy’s
ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements
may make income paid thereon taxable, resulting in a decline in the security’s value. In addition,
there could be changes in applicable tax laws or tax treatments that reduce or eliminate the
current federal income tax exemption on municipal securities or otherwise adversely affect the
current federal or state tax status of municipal securities.
Sector Weighting Risk – To the extent the strategy emphasizes investments in particular sectors of
the economy, the strategy will be subject to a greater degree of risks particular to those sectors.
Market conditions, interest rates, and geopolitical, economic, regulatory, geopolitical or financial
developments could significantly affect companies in particular sectors and the values of their
securities. Depending on the weightings of the strategy’s investment in particular sectors, the
strategy may have increased exposure to price movements of securities in those sectors, which
could adversely impact investments in the strategy. The strategy’s sector weightings could have
an adverse impact on the strategy and lead to a decline in the value of the strategy’s investments.
Small Cap Companies Risk: The strategy invests in small capitalization companies that generally
involve greater risks and the possibility of greater price volatility than investments in larger, more
established companies. Small capitalization companies often have narrower commercial markets
and more limited operating histories, product lines, and managerial and financial resources than
larger, more established companies. Small capitalization companies may also be more sensitive
to changes in interest rates, borrowing costs and earnings than larger, more established
companies. As a result, the securities of small capitalization companies held by the strategy may
be less liquid and subject to greater market risks and fluctuations in value than larger
capitalization companies or may not correspond to changes in the financial markets in general.
U.S. Government and Government-Sponsored Enterprises Risk: The strategy may invest in U.S.
government securities or securities issued by U.S. government-sponsored enterprises, such as the
Federal Home Loan Bank, the Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation. A security backed by the U.S. Treasury or the full faith and credit of the
United States is guaranteed only by the applicable entity as to the timely payment of interest and
principal when held to maturity. Securities issued by U.S. government-sponsored entities are not
guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the U.S.
Government, and there is no assurance that the U.S. Government will provide financial support if
these organizations do not have the funds to meet future payment obligations. Like all fixed
income securities, U.S. government securities and securities issued by U.S. government-
sponsored entities are subject to market risk, credit risk and interest rate risk.
Valuation Risk: The strategy may value certain securities at a price different from the price at
which they can be sold. This risk may be especially pronounced for investments, such as certain
derivatives and foreign investments, which may be illiquid or which may become illiquid, and for
securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market conditions make it difficult to value certain investments, SEC rules and applicable
accounting protocols may require a strategy to value these investments using more subjective
methods, such as fair-value methodologies. The value of foreign securities and currencies, as
35
applicable, may be materially affected by events after the close of the markets on which they are
traded. The strategy’s ability to value its investments in an accurate and timely manner may be
impacted by technological issues and/or errors by third-party service providers, such as pricing
services, accounting agents or custodians.
LKCM Funds
We provide investment advisory services to the LKCM Funds. The following section includes a
summary of the investment objectives, principal investment strategies, and material risks associated with
each LKCM Fund. A description of the named material risks is included at the end of this section under
“Description of Material Risks of the LKCM Funds.”
The summaries of the investment objectives, principal investment strategies, and material risks provided
below are necessarily limited and are presented for general informational purposes in accordance with
regulatory requirements. Consequently, these summaries are in all instances qualified and superseded by
the prospectuses and statements of additional information of the LKCM Funds. Additional information
about the investment objectives, investment strategies, risks, and other terms of the LKCM Equity Fund,
LKCM Small Cap Equity Fund, LKCM Small-Mid Cap Equity Fund, LKCM Balanced Fund, LKCM
International Equity Fund, and LKCM Fixed Income Fund is contained in the prospectus and statement of
additional information for these Funds, which can be obtained free of charge by contacting these Funds at
1-800-688-LKCM, by visiting www.lkcmfunds.com, or by sending an email to info@lkcmfunds.com.
Additional information about the investment objective, investment strategies, risks, and other terms of the
LKCM Aquinas Catholic Equity Fund is contained in the prospectus and statement of additional
information for this Fund, which can be obtained free of charge by contacting the Fund at 1-800-423-
6369, by visiting www.aquinasfunds.com, or by sending an email to info@aquinasfunds.com.
LKCM Equity Fund
Investment Objective: The Fund seeks to maximize long-term capital appreciation.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in equity securities. The Fund primarily
invests in companies that we believe are likely to have above-average growth in revenue and/or
earnings, above-average returns on shareholders’ equity, potential for above-average capital
appreciation, and/or companies that we believe have attractive relative valuations. The Fund may
invest in equity securities of small, mid and large capitalization companies, including dividend
paying securities. From time to time, in pursuing its investment strategies, the Fund may hold a
significant percentage of its investments in specific sectors of the economy.
Material Risks: Cybersecurity Risk; Dividend Paying Securities Risk; Equity Securities Risk;
Foreign Securities Risk; General Market and Economic Risk; Inflation Risk; Investment
Selection Risk; Large Cap Companies Risk; Liquidity Risk; Management Risk; Mid Cap
Companies Risk; Redemption Risk; Sector Weighting Risk; Small Cap Companies Risk.
LKCM Small Cap Equity Fund
Investment Objective: The Fund seeks to maximize long-term capital appreciation.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in equity securities of small
capitalization companies. The Fund primarily chooses investments that we believe are likely to
36
have above-average growth in revenue and/or earnings and potential for above-average capital
appreciation. The Fund defines small capitalization companies as those with market
capitalizations at the time of investment between $0.8 billion and $7 billion. The Fund is not
required to sell equity securities whose market values appreciate or depreciate outside this market
capitalization range.
Material Risks: Cybersecurity Risk; Equity Securities Risk; Foreign Securities Risk; General
Market and Economic Risk; Inflation Risk; Investment Selection Risk; Liquidity Risk;
Management Risk; Redemption Risk; Sector Weighting Risk; Small Cap Companies Risk.
LKCM Small-Mid Cap Equity Fund
Investment Objective: The Fund seeks to maximize long-term capital appreciation.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in equity securities of small-mid
capitalization companies. The Fund primarily chooses investments that we believe are likely to
have above-average growth in revenue and/or earnings and potential for above-average capital
appreciation. The Fund defines small-mid capitalization companies as those with market
capitalizations at the time of investment between $2 billion and $20 billion. The Fund is not
required to sell equity securities whose market values appreciate or depreciate outside this market
capitalization range.
Material Risks: Cybersecurity Risk; Equity Securities Risk; Foreign Securities Risk; General
Market and Economic Risk; Inflation Risk; Investment Selection Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Redemption Risk; Sector Weighting Risk; Small
Cap Companies Risk.
LKCM Balanced Fund
Investment Objective: The Fund seeks current income and long-term capital appreciation.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
primarily in a portfolio of equity and fixed income securities. The Fund’s investments in equity
securities consist primarily of companies that meet our equity strategy investment criteria. The
Fund may invest in equity securities of small, mid and large capitalization companies. The
Fund’s investments in fixed income securities consist primarily of investment grade corporate
fixed income securities and securities issued or guaranteed by the U.S. government, its agencies
or instrumentalities. The Fund typically invests primarily in fixed income securities with short-
to intermediate-term maturities from one to ten years. Under normal circumstances, 25% or more
of the Fund’s total assets consist of fixed income securities. The Fund does not intend to invest
more than 20% of its total assets in equity securities of companies that do not pay dividends.
Material Risks: Cybersecurity Risk; Credit Risk; Equity Securities Risk; Fixed Income Securities
Risk; Foreign Securities Risk; General Market and Economic Risk; Inflation Risk; Interest Rate
Risk; Investment Selection Risk; Large Cap Companies Risk; Liquidity Risk; Management Risk;
Mid Cap Companies Risk; Redemption Risk; Sector Weighting Risk; Small Cap Companies
Risk; U.S. Government and Government-Sponsored Enterprises Risk.
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LKCM Fixed Income Fund
Investment Objective: The Fund seeks current income.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in a portfolio of investment grade
corporate and U.S. government fixed income securities. The Fund’s investments in fixed income
securities consist primarily of investment grade corporate fixed income securities and fixed
income securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
Investment grade fixed income securities are generally considered to be those rated within the
four highest rating categories by a nationally recognized statistical rating organization or of an
equivalent quality as determined by us. The Fund typically invests primarily in fixed income
securities with short- to intermediate-term maturities from one to ten years. The Fund is not
required to sell securities that are downgraded below investment grade. The Fund seeks to
maintain an average effective maturity between three and ten years under normal market and
economic conditions, although the average effective maturity may be less than three years if we
believe a defensive posture is appropriate.
Material Risks: Cybersecurity Risk; Credit Risk; Fixed Income Securities Risk; Foreign
Securities Risk; General Market and Economic Risk; Inflation Risk; Interest Rate Risk;
Investment Selection Risk; Liquidity Risk; Management Risk; Redemption Risk; Sector
Weighting Risk; U.S. Government and Government-Sponsored Enterprises Risk.
LKCM International Equity Fund
Investment Objective: The Fund seeks to maximize long-term capital appreciation.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in equity securities of non-U.S.
companies. In determining the origin of a company, the Fund primarily relies on the country
where the company is incorporated, headquartered or has its principal place of business. The
Fund may consider a company to be from a particular country even if it is not incorporated or
headquartered in, or does not have its principal place of business in, that country if a majority of
its assets are located in, or it derives a majority of its total revenues or profits from, goods or
services produced or sales made in that country. The Fund generally invests in companies from
developed markets, thought it may invest to a lesser extent in companies from less developed
and/or emerging markets. The Fund may focus its investments in companies located in or
economically tied to particular countries or geographic regions. The Fund primarily invests in
companies that we believe are likely to have above-average growth in revenue and/or earnings,
above-average returns on shareholders’ equity, potential for above-average capital appreciation,
and/or companies that we believe have attractive relative valuations. The Fund may invest in
equity securities of small, mid and large capitalization companies, including dividend paying
securities.
Material Risks: Currency Risk; Cybersecurity Risk; Dividend Paying Securities Risk; Emerging
Markets Risk; Equity Securities Risk; Foreign Securities Risk; General Market and Economic
Risk; Inflation Risk; Investment Selection Risk; Large Cap Companies Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Redemption Risk; Sector Weighting Risk; Small
Cap Companies Risk; Valuation Risk.
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LKCM Aquinas Catholic Equity Fund
Investment Objective: The Fund seeks to maximize long-term capital appreciation, while
incorporating Catholic values investing principles in the investment process.
Principal Investment Strategies: The Fund seeks to achieve its investment objective by investing
under normal circumstances at least 80% of its net assets in equity securities. The Fund primarily
invests in companies we believe are likely to have above-average growth in revenues and/or
earnings, above-average returns on shareholders’ equity, potential for above-average capital
appreciation, and/or companies we believe have attractive relative valuations. The Fund may
invest in equity securities of small, mid and large capitalization companies, including dividend
paying securities. The Fund practices socially responsible investing within the framework
provided by the United States Conference of Catholic Bishops’ Socially Responsible Investing
Guidelines.
Material Risks: Catholic Values Investing Risk; Cybersecurity Risk; Dividend Paying Securities
Risk; Equity Securities Risk; Foreign Securities Risk; General Market and Economic Risk;
Inflation Risk; Investment Selection Risk; Large Cap Companies Risk; Liquidity Risk;
Management Risk; Mid Cap Companies Risk; Redemption Risk; Sector Weighting Risk; Small
Cap Companies Risk.
Description of Material Risks for the LKCM Funds
Catholic Values Investing Risk: Since the Fund practices socially responsible investing within
the framework provided by the United States Conference of Catholic Bishops’ Socially
Responsible Investing Guidelines, this may limit the types and number of investment
opportunities available to the Fund. The Fund may forego a profitable investment opportunity or
sell a security when it may be disadvantageous to do so, and may underperform funds that do not
consider socially responsible investing within the framework provided by the Catholic
Guidelines. The integration of these considerations may affect the Fund’s exposure to certain
investments and may impact the Fund’s relative investment performance depending on the
performance of those issuers. We may use research and/or information provided by one or more
third parties in performing our analysis and, because there are few generally accepted standards to
use in such considerations, the information and considerations used for the Fund may differ from
the information and considerations used for other funds.
Credit Risk: The Fund is subject to the risk that the issuer or guarantor of a fixed income security
held by the Fund becomes unable or unwilling, or is perceived (whether by market participants,
ratings agencies, pricing services, or otherwise) as unable or unwilling, to make timely interest or
principal payments or otherwise honor its obligations, which may cause the Fund’s fixed income
securities to lose value. If the Fund holds fixed income securities of an issuer that experiences
financial problems, the securities will likely decline in value or the issuer may fail to make timely
payments of interest or principal on the securities. The extent of this risk varies based on the
terms of the particular security and the financial condition of the issuer. A security’s degree of
credit risk is often reflected in its credit rating, with higher ratings corresponding to lower
perceived credit risk. A downgrade in the credit rating of an issuer of fixed income securities,
factors affecting an issuer directly, factors affecting the industry in which a particular issuer
operates, and changes in general social, economic or political conditions can increase the risk of
default by an issuer or reduce the market value of an issuer’s securities. The credit quality of a
security can deteriorate suddenly and rapidly. Lower credit quality also may lead to greater
volatility in the price of a security and may negatively affect a security’s liquidity. In addition,
39
credit ratings agencies may fail to make timely changes to credit ratings in response to subsequent
events and a credit rating may fail to reflect changes in an issuer’s financial condition. Credit
ratings reflect a rating agency’s opinion regarding a fixed income security’s quality but are not a
guarantee of quality and do not protect against a decline in the security’s value. The ratings
assigned to securities by rating agencies do not propose to fully reflect the true risks of an
investment, and ratings agencies may not always change their credit ratings on an issuer or
security in a timely manner to reflect events that could affect the issuer’s ability to make timely
payments on its obligations. Changes in the actual or perceived creditworthiness of an issuer, or a
downgrade or default affecting any of the securities held by the Fund, could negatively affect the
Fund’s performance. Credit risk is typically greater for securities with ratings that are
downgraded below investment grade. Generally, the longer the maturity of a security, the more
sensitive it is to credit risk.
Currency Risk: The Fund may have exposure to foreign currencies by making direct investments
in securities denominated in non-U.S. currencies, purchasing or selling futures contracts and
options on futures contracts for foreign or U.S. equity securities, indices or currencies, purchasing
foreign currency forward contracts, and/or holding foreign currencies. Foreign currencies may
decline in value relative to the U.S. dollar or, in the case of hedging positions, the U.S. dollar may
decline in value relative to the currency being hedged, and thereby negatively affect the Fund’s
holdings of foreign currencies or securities that trade in, and receive revenues in, or in derivatives
that provide exposure to, foreign currencies. Currency exchange rates may fluctuate significantly
over short periods of time for a number of reasons, including changes in interest rates,
intervention (or the failure to intervene) by U.S. or foreign governments, central banks or other
entities, or by the imposition of currency controls or other political developments in the U.S. or
abroad. As a result, the Fund’s investments in foreign currency denominated securities may
reduce the returns of the Fund. Currency futures, forwards or options may not always work as
intended, and in specific cases the Fund may be more negatively impacted than if it had not used
such instruments. There may not always be suitable hedging instruments available, and even
where suitable hedging instruments are available, the Fund may not hedge its currency risks.
Cybersecurity Risk: Operational risks arising from, among other things, human or processing
errors, systems and technology disruptions or failures, or cybersecurity incidents may negatively
impact portfolio companies in which the Fund invests, including their service providers, and
result in financial losses. Cybersecurity incidents may allow unauthorized parties to gain access
to or misappropriate a portfolio company’s assets or confidential or proprietary information, or
cause a portfolio company or its service providers to suffer data corruption or lose operational
functionality. In addition, authorized persons of a portfolio company or its service providers
could inadvertently release confidential or proprietary information stored on the systems of a
portfolio company or its service providers or other market participants. The occurrence of any of
these problems could result in a loss of information, violations of applicable privacy or other
laws, regulatory scrutiny, penalties, fines, reputational damage, additional compliance
requirements and other consequences, any of which may have a material impact on a portfolio
company held by the Fund. It is not possible for portfolio companies in which the Fund invests
or their service providers to identify all of the operational risks that may affect them or to develop
processes and controls to completely eliminate or mitigate their occurrence or effects. Recent
geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly
those from nation-states or from entities with nation-state backing. Portfolio companies in which
the Fund invests, including their service providers, are exposed to various risks related to
cybersecurity incidents, and the value of the investments in portfolio companies held by the Fund
could be adversely impacted in the event any such cybersecurity incidents occur. Portfolio
40
companies in which the Fund invests may incur substantial costs to prevent or address
cybersecurity incidents.
Dividend Paying Securities Risk: The Fund’s investments in dividend paying securities could
cause the Fund to underperform other strategies that invest without consideration of a company’s
track record of paying dividends. Securities that pay higher dividends as a group can fall out of
favor with the market, causing these companies to underperform companies that do not pay
higher or any dividends. A portfolio company held by the Fund may choose not to declare a
dividend or the dividend rate might not remain at current levels. Changes in the dividend policies
of portfolio companies held by the Fund and the capital resources available for these companies’
dividend payments may reduce the level of dividend payments and adversely affect the Fund.
Dividend paying stocks held by the Fund also may not experience the same level of earnings
growth or capital appreciation as non-dividend paying stocks, and a sharp rise in interest rates or
an economic downturn could cause a portfolio company to unexpectedly reduce or eliminate its
dividend. Securities that pay dividends may be sensitive to changes in interest rates, and as
interest rates rise or fall, the prices of such securities may fall. The income received from
portfolio companies held by the Fund will fluctuate due to the amount of dividends that these
companies elect to pay.
Emerging Markets Risk: The Fund may invest in companies in emerging markets. When
investing in emerging markets, the risks of investing in foreign securities generally are
heightened. The economies and political environments of emerging market countries tend to be
more unstable than those of developed countries, resulting in more volatile rates of return than the
developed markets and substantially greater risk to investors. Emerging markets have unique
risks that are greater than or in addition to investing in developed markets because emerging
markets are generally smaller, less developed, less liquid, more volatile, more expensive to trade
in, and generally have higher risks than the securities markets of the U.S. and other developed
markets. Securities in emerging markets also may be less liquid than those in developed markets
and foreigners are often limited in their ability to invest in, and withdraw assets from, these
markets. The governments of emerging market countries may also be more unstable and more
likely to impose capital controls, nationalize a company or industry, place restrictions on foreign
ownership and on withdrawing sales proceeds of securities from the country, intervene in the
financial markets, and/or impose burdensome taxes that could adversely affect prices of securities
held by the Fund. Numerous emerging market countries have a history of, and continue to
experience serious, and potentially continuing, economic and political challenges. There are also
other risks of investing in emerging markets, such as greater political uncertainties, an economy’s
dependence on revenues from particular commodities or on international aid or development
assistance, currency transfer restrictions, limited numbers of potential buyers and sellers for
securities, trading suspensions, delays and disruptions in securities settlement procedures, and
increased volatility and limited liquidity for emerging market securities. Emerging market
countries often have less uniformity in accounting, auditing, financial reporting and
recordkeeping requirements and less reliable clearance and settlement, registration and custodial
procedures. In addition, there may be less information available, or less reliable information
available, to make investment decisions and accurately evaluate securities of issuers in emerging
markets than would be available about issuers in more developed capital markets. In certain
emerging market countries, fraud and corruption may be more prevalent than in developed market
countries, and investor protections may be more limited than those in other countries. It may be
difficult to obtain or enforce legal judgments against non-U.S. companies and non-U.S. persons
in foreign jurisdictions, either through the foreign judicial system or through a private arbitration
process. The value of the Fund’s investments in portfolio companies in emerging markets could
be adversely impacted by these risks.
41
Equity Securities Risk: The Fund invests in equity securities and therefore is subject to
investment risk, issuer risk, market risk and significant fluctuations in value in response to
changes in a company’s financial condition as well as general market, economic and political
conditions, and other factors. The Fund may experience a significant or complete loss on its
investment in an equity security. In addition, equity prices may be sensitive to rising interest
rates, which increase borrowing costs and the costs of capital for the issuer. Equity securities are
generally subordinate to an issuer’s debt in the event of liquidation or bankruptcy. The Fund’s
investments in equity securities primarily consist of common stocks and may include American
Depositary Receipts (ADRs), real estate investment trusts (REITs), and other equity securities.
The value of an issuing company’s common stock may rise or fall as a result of factors affecting
the issuing company, such as decisions made by its management or decreased demand for the
company’s products or services. A common stock’s value may also decline because of factors
affecting not just the company, but also companies in the same industry or sector. The price of a
company’s common stock may also be affected by changes in financial markets that are relatively
unrelated to the company, such as changes in interest rates, exchange rates, industry regulation, or
other financial market factors. ADRs are receipts issued by domestic banks or trust companies
that represent the deposit of a security of a foreign issuer and are publicly traded in the United
States. ADRs are subject to certain of the risks associated with investing directly in foreign
securities, such as currency fluctuations, political and economic instability, capital restrictions,
less liquidity, less government regulation, less publicly available information, increased price
volatility, and differences in financial reporting standards, and may not accurately track the prices
of the underlying foreign securities and their value may change materially at times when the U.S.
markets are not open for trading. REITs are pooled investment vehicles with their own fees and
expenses and are subject to the risks associated with the real estate industry, adverse
governmental actions, declines in property and real estate values, and the potential failure to
qualify for federal income tax free pass through of net income and net realized gains and
exemption from registration as an investment company.
Fixed Income Securities Risk: The Fund invests in fixed income securities and is therefore
subject to the risk that the prices of, and the income generated by, fixed income securities held by
the Fund may decline significantly and/or rapidly in response to adverse issuer, geopolitical,
regulatory, general economic and market conditions, or other developments, such as regional or
global economic stability (including terrorism, pandemic and related geopolitical risks), interest
rate fluctuations, and those events directly involving the issuers that may cause broad changes in
market value, public perceptions concerning those developments, and adverse investor sentiment.
These events may lead to periods of volatility, which may be exacerbated by changes in bond
market size and structure. In addition, adverse market events may lead to increased shareholder
redemptions, which could cause the Fund to experience a loss when selling securities to meet
redemption requests by shareholders. The Fund’s investments in fixed income securities may be
subject to unusual liquidity issues and, in some cases, credit downgrades and increased likelihood
of default. In addition, adverse market events may lead to increased redemptions by Fund
shareholders, which could cause the Fund to experience a loss when selling securities to meet
redemption requests by its shareholders.
Foreign Securities Risk: The Fund may directly invest in securities of foreign issuers or may
indirectly invest in securities of foreign issuers through ADRs or ETFs that are designed to track
the performance of foreign indexes. Investment in foreign securities, or investments in ETFs that
are designed to track the performance of foreign indexes, carry potential risks not associated with
domestic investments. Accordingly, the Fund is subject to risks associated with foreign markets,
such as currency exchange rate fluctuations, political and financial instability, less liquidity and
42
greater volatility of foreign investments, lack of uniform accounting, auditing and financial
reporting standards, different government regulation and supervision of foreign banks, stock
exchanges, brokers and listed companies, adverse social and economic developments, and limited
information about foreign companies. The unavailability and/or unreliability of public
information may impede the Fund’s ability to accurately evaluate foreign securities. It also may
be difficult to enforce contractual obligations or invoke judicial or arbitration processes against
non-U.S. companies and non-U.S. persons in foreign jurisdictions. There may be very limited
oversight of certain foreign banks or securities depositories that hold foreign securities and
currency and the laws of certain countries may limit the ability to recover such assets if a foreign
bank or depository or their agents goes bankrupt. To the extent the Fund invests a significant
portion of its assets in securities of a single county or geographic region at any one time, it is
more likely to be affected by events or conditions in that country or region. In addition, as a
result of increasingly interconnected global economies and financial markets, the value and
liquidity of a Fund’s investments in foreign securities may be negatively impacted by events
impacting a country or region, regardless of whether the Fund invests in issuers located in or with
significant exposure to such country or region. These risks may be more pronounced for direct or
indirect investments in foreign issuers in emerging markets or developing countries.
General Market and Economic Risk: The Fund’s investments are subject to the risk that
securities markets may move down, sometimes rapidly and unpredictably, based on overall
economic conditions and other factors, which may negatively affect the value of the Fund’s
investments. Equity securities generally have greater price volatility than fixed income securities,
although under certain market conditions fixed income securities may have comparable or greater
price volatility. Financial markets may at times be volatile and the value of the Fund’s
investments may decline in price, sometimes significantly and/or rapidly, due to a broad decline
in the financial markets or other factors. The value of the Fund’s investments may decline due to
adverse issuer-specific conditions or general market conditions which are not specifically related
to a particular company, such as real or perceived adverse geopolitical, regulatory, market,
economic or other developments that impact the financial markets generally or specific economic
sectors, industries and segments of the financial markets. Changes in the financial condition of a
single company can impact the financial markets as a whole, and during a general downturn in
the securities markets, multiple asset classes may decline in value simultaneously. The value of
the Fund’s investments may also decline due to factors that affect a particular industry or
industries, such as tariffs, labor shortages or increased production costs and competitive
conditions within an industry. Turbulence in financial markets and reduced liquidity in credit,
equity and fixed income markets may negatively affect many issuers worldwide and
correspondingly the value of the Fund’s investments.
Geopolitical and other events, including terrorism, economic uncertainty, regional or global
economic instability, trade disputes, pandemics, public health crises, natural disasters,
cybersecurity incidents and related events have led, and in the future may continue to lead, to
instability in world economies and markets generally and reduced liquidity in equity, credit and
fixed income markets. The imposition by the U.S. of tariffs on goods imported from foreign
countries and reciprocal tariffs levied on U.S. goods by those countries may also lead to volatility
and instability in domestic and foreign markets. Such market disruptions have caused, and may
continue to cause, broad changes in market value, negative public perception concerning these
developments, a reduction in the willingness and ability of some lenders to extend credit,
difficulty for some borrowers in obtaining financing on attractive terms, and adverse sentiment or
publicity. Changes in value may be temporary or may last for extended periods.
43
Policy changes by the U.S. government and/or the U.S. Federal Reserve and/or foreign
governments, and political and economic changes within the U.S. and abroad, such as inflation,
changes in the U.S. presidential administration and Congress, the U.S. government’s inability at
times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a
federal government shutdown or the occurrence of failure to increase the federal government’s
debt limit, which could result in a default on the government’s obligations, may cause increased
volatility in financial markets, affect investor and consumer confidence and adversely impact the
broader financial markets and economy, perhaps suddenly and to a significant degree. The
severity or duration of adverse economic conditions may also be affected by policy changes made
by governments or quasi-governmental organizations. Global economies and financial markets
are becoming increasingly interconnected, which increases the possibility of many markets being
affected by events in a single country or events affecting a single or small number of companies.
Both U.S. and international markets have experienced significant volatility in recent years. As a
result of such volatility, investment returns and the value of your investment may fluctuate
significantly. Deteriorating economic fundamentals may increase the risk of default or solvency
of particular companies, negatively impact market value, increase market volatility, cause credit
spreads to widen, reduce bank balance sheets and cause unexpected changes in interest rates.
Any of these could cause an increase in market volatility, reduce liquidity across various sectors
or markets or decrease confidence in markets. Historical patterns of correlation among asset
classes may break down in unanticipated ways during times of high volatility, disrupting
investment programs and potentially causing losses.
Some countries, including the U.S., have adopted more protectionist trade policies, including
trade tariffs and other trade barriers, which is a trend that appears to be continuing globally. The
current political environment has intensified concerns about a global trade war. Slowing global
economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some
major international trade agreements, risks associated with trade agreements between countries
and regions, including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in consumer
sentiment and commodity and currency prices could affect the economies and markets of many
nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and
may create significant market volatility.
Although interest rates were unusually low in recent years in the U.S. and abroad, in 2022 the
U.S. Federal Reserve and certain foreign central banks began to increase interest rates to address
rising inflation. The Federal Reserve and certain foreign central banks started to lower interest
rates in September 2024, though economic or other factors, such as inflation, could lead to the
Federal Reserve stopping or reversing these changes. It is difficult to accurately predict the pace
at which interest rates might increase or start decreasing, the timing, frequency or magnitude of
any such changes in interest rates, or when such changes might stop or reverse course.
Unexpected changes in interest rates could lead to significant market volatility or reduced
liquidity in certain sectors of the market. Over the longer term, rising interest rates may present a
greater risk than has historically been the case due to the prior period of relatively low rates and
the effect of governmental fiscal and monetary policy initiatives and potential reaction to those
initiatives, or their alteration or cessation.
Markets and market participants are increasingly reliant upon both publicly available and
proprietary information data systems. Data imprecision, software or other technology
malfunctions, programming inaccuracies, unauthorized use or access, the execution of
ransomware and other cyberattacks and similar circumstances may impair the performance of
44
these systems and may have an adverse impact upon a single issuer, a group of issuers, or the
market at large. In certain cases, an exchange or market may close or issue trading halts on either
specific securities or even the entire market, which may result in the Fund being, among other
things, unable to buy or sell certain securities or accurately price its investments. These
fluctuations in securities prices could be a sustained trend or a drastic movement. The financial
markets generally move in cycles, with periods of rising prices followed by periods of declining
prices.
Tensions, war or open conflict between nations, such as between Russia and Ukraine, in the
Middle East or in eastern Asia, could affect the economies of many nations, including the United
States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine,
and any sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the Fund’s
investments whether or not the Fund invests in securities of issuers located in or with significant
exposure to the countries or regions directly affected.
Regulators in the U.S. have proposed and recently adopted a number of changes to regulations
involving the markets and issuers. The full effect of various newly-adopted regulations is not
currently known. Due to the broad scope of the regulations being adopted, certain of these
changes, which may be revised or rescinded, could limit portfolio companies held by the Fund to
pursue its investment strategies or make certain investments or may make it more costly for such
portfolio companies to operate.
High public debt in the U.S. and other countries creates ongoing systematic and market risks and
policymaking uncertainty. There is no assurance that the U.S. Congress will act to raise the
nation’s debt ceiling, and a failure to do so could cause market turmoil and substantial investment
risks that cannot now be fully predicted. Unexpected political, regulatory and diplomatic events
with the U.S. and abroad may affect investor and consumer confidence and may adversely impact
financial markets and the broader economy.
Certain illnesses spread rapidly and have the potential to significantly and adversely affect the
global economy. The impact of epidemics and/or pandemics that may arise in the future could
negatively affect the economies of many nations, individual companies and the global securities
and commodity markets, including their liquidity, in ways that cannot necessarily be foreseen at
the present time and could last for an extended period of time. China’s economy, which has been
sustained through debt-financed spending on housing and infrastructure, appears to be
experiencing a significant slowdown and growing at a lower rate than prior years. Due to the size
of China’s economy, such a slowdown could impact financial markets and the broader economy.
Inflation Risk: Equity, fixed income and other securities may fall in value due to higher actual or
anticipated inflation. Higher actual or anticipated inflation may have an adverse effect on
corporate profits or consumer spending or the financial markets overall and result in lower values
for securities held by the Fund. If the Fund’s investments do not keep pace with inflation, the
value of investments held by the Fund may decline.
Interest Rate Risk: Changes in interest rates may affect the yield, liquidity and value of
investments in income producing or debt securities held by the Fund. Market values of fixed
income securities held by the Fund are generally inversely related to actual changes in interest
rates. Generally, when interest rates rise, the market value of a fixed income security will
decrease, and when interest rates decline, the market value of a fixed income security will
increase. Generally, a fixed income security with a longer maturity or duration will entail greater
45
interest rate risk, while a fixed income security with a shorter maturity or duration will entail less
interest rate risk. Interest rates may change significantly and/or rapidly and are influenced by a
number of factors, including government policy, monetary policy, inflation expectations,
perceptions of risk, and supply and demand of debt securities. Changes in government monetary
policy may substantially impact interest rates, but there can be no guarantee that any particular
policy will be continued, discontinued or changed, or that it will have the desired effect on
interest rates. Short-term and long-term interest rates, and interest rates in different countries, do
not necessarily move in the same direction or by the same amount. The yields received by a Fund
on its fixed income investments will generally decline as interest rates rise. Additionally, the
value of income-oriented equity securities held by the Fund that pay dividends may decline when
interest rates rise, as rising interest rates can reduce a company’s profitability and its ability to
pay dividends. Interest rates may continue to increase, perhaps significantly and rapidly, which
could result in significant losses for investments held by the Fund. During periods of very low or
negative interest rates, the Fund may be unable to develop positive returns or pay dividends to
shareholders of the Fund. Typically, the longer the maturity or duration of a debt security, the
greater the effect a change in interest rates could have on the security’s market value.
Investment Selection Risk: The performance of the Fund depends on our ability to select and size
investments appropriately and correctly anticipate future price movements, economic and market
conditions, and/or the value of equity, fixed income and/or other investments. The value of
investments held by the Fund may be adversely impacted by developments affecting the specific
issuer of the security or its particular industry or sector. These developments may include a
variety of factors, such as poor operating or management performance, geopolitical or regulatory
factors, a decline in revenues or profitability, losses of key suppliers, customers or material
contracts, a failure to meet earnings or other financial or operating performance expectations,
litigation or regulatory issues, bankruptcy, an increase in operating or other costs, defaults under
credit arrangements or material contracts, weak demand for the issuer’s products or services,
financial leverage or credit deterioration, or other events that adversely impact the issuer’s
business or competitive position. Our failure to correctly anticipate such factors and
developments could lead to significant declines in the value of the Fund’s investments.
Large Cap Companies Risk: The securities of large market capitalization companies held by the
Fund may underperform other segments of the market because such companies may be less
responsive to competitive challenges and opportunities, such as changes in technology and
consumer tastes and preferences. Large market capitalization companies may be unable to attain
or maintain the high growth rate of successful smaller companies, especially during periods of
economic expansion.
Liquidity Risk: The Fund is susceptible to the risk that certain investments held by the Fund may
have limited marketability and may be difficult to sell at favorable times or prices. The Fund
could lose money if we are unable to sell an investment at a time that is most beneficial to the
Fund. Market developments may cause the Fund’s investments to become less liquid and subject
to erratic price movements. Liquidity risk is particularly acute in the case of foreign investments
that are traded in smaller, less-developed or emerging markets and securities issued by companies
with smaller market capitalizations.
Management Risk: We actively manage investments held by the Fund. The value of investments
in the Fund may decline if we fail to correctly identify risks affecting the broad economy or
specific markets, sectors, industries or companies in which the Fund invests, or if investments we
select for the Fund fail to perform as anticipated.
46
Mid Cap Companies Risk: The Fund invests in mid capitalization companies that generally
involve greater risks and the possibility of greater price volatility than investments in larger, more
established companies. Mid capitalization companies often have narrower commercial markets
and more limited operating histories, product lines, and managerial and financial resources than
larger, more established companies. Mid capitalization companies may also be more sensitive to
changes in interest rates, borrowing costs and earnings than larger, more established companies.
As a result, the securities of mid capitalization companies held by the Fund may be less liquid and
subject to greater market risks and fluctuations in value than larger capitalization companies or
may not correspond to changes in the financial markets in general.
Redemption Risk – The Fund may experience periods of significant redemptions that could cause
the Fund to sell assets at inopportune times or at a loss or depressed value. Redemption risk is
greater to the extent that one or more investors or intermediaries control a large percentage of
investments in the Fund, have shorter investment horizons, or have unpredictable cash flow
needs. Redemption risk is heightened during periods of rising interest rates and declining or
illiquid markets. Significant redemptions, whether by a few large investors or many smaller
investors, could hurt the Fund’s performance. This risk is heightened if the Fund invests in
emerging market securities, which are generally less liquid than the securities of U.S. and other
developed markets. The sale of assets to meet redemption requests may require the Fund to
realize net capital gains, which could require the Fund to make substantial capital gains
distributions to its shareholders.
Sector Weighting Risk – The Fund may focus its investments in particular sectors of the economy.
To the extent the Fund emphasizes investments in particular sectors of the economy, the Fund
will be subject to a greater degree of risks particular to those sectors. Market conditions, interest
rates, and geopolitical, economic, regulatory or financial developments could significantly affect
companies in particular sectors and the values of their securities. Depending on the weightings of
the Fund’s investment in particular sectors, the Fund may have increased exposure to price
movements of securities in those sectors, which could adversely impact investments held by the
Fund. The Fund’s sector weightings could have an adverse impact on the Fund and lead to a
decline in the Fund’s net asset value.
Small Cap Companies Risk: The Fund invests in small capitalization companies that generally
involve greater risks and the possibility of greater price volatility than investments in larger, more
established companies. Small capitalization companies often have narrower commercial markets
and more limited operating histories, product lines, and managerial and financial resources than
larger, more established companies. Small capitalization companies may also be more sensitive
to changes in interest rates, borrowing costs and earnings than larger, more established
companies. As a result, the securities of small capitalization companies held by the Fund may be
less liquid and subject to greater market risks and fluctuations in value than larger capitalization
companies or may not correspond to changes in the financial markets in general.
U.S. Government and Government-Sponsored Enterprises Risk: The Fund may invest in U.S.
government securities or securities issued by U.S. government-sponsored enterprises, such as the
Federal Home Loan Bank, the Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation. A security backed by the U.S. Treasury or the full faith and credit of the
United States is guaranteed only by the applicable entity as to the timely payment of interest and
principal when held to maturity. Securities issued by U.S. government-sponsored entities are not
guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the U.S.
Government, and there is no assurance that the U.S. Government will provide financial support if
these organizations do not have the funds to meet future payment obligations. Like all fixed
47
income securities, U.S. government securities and securities issued by U.S. government-
sponsored entities are subject to market risk, credit risk and interest rate risk.
Valuation Risk: The Fund may value certain securities at a price different from the price at which
they can be sold. This risk may be especially pronounced for investments, such as certain
derivatives and foreign investments, which may be illiquid or which may become illiquid, and for
securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market conditions make it difficult to value certain investments, SEC rules and applicable
accounting protocols may require the Fund to value these investments using more subjective
methods, such as fair-value methodologies. The value of foreign securities and currencies, as
applicable, may be materially affected by events after the close of the markets on which they are
traded. The Fund’s ability to value its investments in an accurate and timely manner may be
impacted by technological issues and/or errors by third-party service providers, such as pricing
services, accounting agents or custodians.
LKCM Partnerships
We provide investment advisory services to the LKCM Partnerships. The following section includes a
summary of the investment objectives, principal investment strategies, and material risks associated with
each LKCM Partnership. A description of the named material risks is included at the end of this section
under “Description of Material Risks of the LKCM Partnerships.”
The summaries of the investment objectives, principal investment strategies, and material risks provided
below are necessarily limited and are presented for general informational purposes in accordance with
regulatory requirements. Consequently, these summaries are in all instances qualified and superseded by
the offering and organizational documents for the LKCM Partnerships. Additional information about the
investment objectives, investment strategies, risks, and other terms and provisions of the LKCM
Partnerships are contained in the offering and organizational documents for the LKCM Partnerships.
LKCM Investment Partnership, L.P.
Investment Objective(s): The partnership seeks to achieve long-term capital appreciation.
Principal Investment Strategies: The partnership seeks to achieve its investment objective
primarily by maintaining a long-biased portfolio comprised of securities of publicly held
companies. The partnership may engage in short selling for hedging or risk management
purposes or to the extent we believe securities are overvalued. The partnership may also invest in
securities of privately held companies or other illiquid investments, although the partnership
expects that these investments generally will not exceed 10% of the long market value of the
partnership’s portfolio. There generally is no limitation on the partnership’s portfolio exposure to
investments by asset class, market capitalization, geography, sector or industry.
Material Risks: Compensation Risk; Competition Risk; Concentration Risk; Counterparty Risk;
Cybersecurity Risk; Derivatives Risk; Equity Securities Risk; Exchange-Traded Fund Risk;
Foreign Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-
Kind Distributions Risk; Investment Selection Risk; Large Cap Companies Risk; Leverage and
Borrowing Risk; Liquidity Risk; Management Risk; Micro Cap Risk; Mid Cap Companies Risk;
Portfolio Company Management Risk; Private Investments Risk; Sector Weighting Risk; Short
Selling Risk; Small Cap Companies Risk; Tax Risk; Transferability Risk; Valuation Risk.
48
LKCM Investment Partnership II, L.P.
Investment Objective(s): The partnership seeks to achieve long-term capital appreciation.
Principal Investment Strategies: The partnership seeks to achieve its investment objective
primarily by maintaining a long-biased portfolio comprised of securities of publicly held
companies. The partnership may engage in short selling for hedging or risk management
purposes or to the extent we believe securities are overvalued. The partnership may also invest in
securities of privately held companies or other illiquid investments, although the partnership
expects that these investments generally will not exceed 10% of the long market value of the
partnership’s portfolio. There generally is no limitation on the partnership’s portfolio exposure to
investments by asset class, market capitalization, geography, sector or industry.
Material Risks: Compensation Risk; Competition Risk; Concentration Risk; Counterparty Risk;
Cybersecurity Risk; Derivatives Risk; Equity Securities Risk; Exchange-Traded Fund Risk;
Foreign -Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-
Kind Distributions Risk; Investment Selection Risk; Large Cap Companies Risk; Leverage and
Borrowing Risk; Liquidity Risk; Management Risk; Micro Cap Companies Risk; Mid Cap
Companies Risk; Portfolio Company Management Risk; Private Investments Risk; Sector
Weighting Risk; Short Selling Risk; Small Cap Companies Risk; Tax Risk; Transferability Risk;
Valuation Risk.
LKCM Private Discipline (QP), L.P. / LKCM Private Discipline International, L.P.
Investment Objective(s): The partnerships seek to achieve long-term capital appreciation while
attempting to manage portfolio risk and volatility.
Principal Investment Strategies: These partnerships seek to achieve their investment objective by
investing substantially all of their assets in, and conducting their investment activities through,
LKCM Private Discipline Master Fund, SPC (“PDP”). PDP generally seeks to achieve its
investment objective primarily by investing in long and short positions in an unlimited range of
equity and/or debt securities and other financial instruments and products. PDP generally invests
in a portfolio of securities across a wide range of asset classes, including publicly-traded
securities with market capitalizations spanning from micro-cap to mega-cap, mezzanine
investments in portfolio companies, and private equity investments in portfolio companies. There
is no limitation on PDP’s portfolio exposure to investments by asset class, market capitalization,
geography, sector or industry. PDP generally limits concentration in any single company to 10%
of its assets at the time of investment. PDP has discretion to invest up to 25% of its assets at the
time of investment in the securities of a single issuer in compelling market environments or in
pursuit of investments in private companies. PDP is not required to sell investments that
appreciate above these concentration levels. PDP invests in affiliated private investment
partnerships, such as LKCM Headwater Investments I, L.P., LKCM Headwater Investments II,
L.P., LKCM Headwater II Sidecar Partnership, L.P., LKCM Headwater Investments III, L.P.,
LKCM Headwater Investments IV, L.P. and LKCM HW IL Co-Investment Partnership, L.P.,
which partnerships have investment objectives that seek long-term capital appreciation through
investments in portfolio companies, and such investments are not subject to these concentration
levels.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration
Risk; Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; Exchange-Traded Fund Risk; Foreign Securities Risk; General Market and
49
Economic Risk; Hedging Risk; Inflation Risk; In-Kind Distributions Risk; Investment Selection
Risk; Large Cap Companies Risk; Leverage and Borrowing Risk; Liquidity Risk; Management
Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company Management
Risk; Portfolio Turnover Risk; Private Investments Risk; Sector Weighting Risk; Short Selling
Risk; Small Cap Companies Risk; Tax Risk; Transferability Risk; Valuation Risk.
LKCM Micro-Cap Partnership, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation.
Principal Investment Strategies: The partnership seeks to achieve its investment objective by
investing in securities of micro capitalization companies. The partnership generally defines
micro capitalization companies as those companies with market capitalizations of less than $1.2
billion at the time of initial investment. The partnership is not required to sell securities of
companies whose market values appreciate above this range. The partnership does not expect
that any single investment will exceed 10% of its net asset value at the time of investment. There
is no limitation on the partnership’s portfolio exposure to investments by asset class, geography,
sector or industry.
Material Risks: Compensation Risk; Competition Risk; Concentration Risk; Counterparty Risk;
Cybersecurity Risk; Derivatives Risk; Equity Securities Risk; Exchange-Traded Fund Risk;
Foreign Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-
Kind Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity
Risk; Management Risk; Micro Cap Companies Risk; Portfolio Company Management Risk;
Private Investments Risk; Sector Weighting Risk; Short Selling Risk; Small Cap Companies
Risk; Tax Risk; Transferability Risk; Valuation Risk.
LKCM Headwater Investments I, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation primarily
through investments in portfolio companies.
Principal Investment Strategy: The partnership seeks to achieve its investment objective by
primarily establishing controlling positions in lower middle-market companies. The partnership
may also make other types of portfolio investments, including control positions in publicly-traded
companies. The partnership generally seeks to make 10 to 15 platform investments, typically in
the range of $5 million to $25 million of equity per investment. The partnership generally will
not invest more than 20% of its capital commitments in a single portfolio investment. The
minimum size of each portfolio investment will generally be at least 2% of the partnership’s
capital commitments.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration Risk;
Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-Kind
Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity Risk;
Management Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company
Management Risk; Private Investments Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
50
LKCM Headwater Investments II, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation primarily
through investments in portfolio companies.
Principal Investment Strategy: The partnership seeks to achieve its investment objective by
primarily making control and/or strategic investments in lower middle-market companies. The
partnership may also make other types of portfolio investments, including control and/or strategic
investments in publicly-traded companies. The partnership generally seeks to make 8 to 15
platform investments, typically in the range of $10 million to $40 million of equity per
investment. The partnership generally will not invest more than 20% of its capital commitments
in a single portfolio investment. The minimum size of each portfolio investment will generally be
at least $5 million.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration Risk;
Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-Kind
Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity Risk;
Management Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company
Management Risk; Private Investments Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
LKCM Headwater Investments III, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation primarily
through investments in portfolio companies.
Principal Investment Strategy: The partnership seeks to achieve its investment objective by
primarily making control and/or strategic investments in lower middle-market companies. The
partnership may also make other types of portfolio investments, including control and/or strategic
investments in publicly-traded companies. The partnership generally seeks to make 8 to 15
platform investments, typically in the range of $10 million to $75 million of equity per
investment. The partnership generally will not invest more than 20% of its capital commitments
in a single portfolio investment. The minimum size of each portfolio investment will generally be
at least $5 million.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration Risk;
Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-Kind
Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity Risk;
Management Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company
Management Risk; Private Investments Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
LKCM Headwater Investments IV, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation primarily
through investments in portfolio companies.
Principal Investment Strategy: The partnership seeks to achieve its investment objective by
primarily making control and/or strategic investments in lower middle-market companies. The
51
partnership may also make other types of portfolio investments, including control and/or strategic
investments in publicly-traded companies. The partnership generally seeks to make 8 to 15
platform investments, typically in the range of $10 million to $100 million of equity per
investment. The partnership generally will not invest more than 20% of its capital commitments
in a single portfolio investment. The minimum size of each portfolio investment will generally be
at least $10 million.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration Risk;
Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-Kind
Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity Risk;
Management Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company
Management Risk; Private Investments Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
LKCM Headwater II Sidecar Partnership, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation primarily
through co-investments in portfolio companies alongside LKCM Headwater Investments II, L.P.
Principal Investment Strategy: The partnership seeks to achieve its investment objective by
primarily making co-investments alongside LKCM Headwater Investments II, L.P. in lower
middle-market companies. The partnership may also make co-investments alongside LKCM
Headwater Investments II, L.P. in publicly-traded companies or other types of investments. The
partnership generally seeks to make 3 to 10 platform investments, typically in the range of $10
million to $40 million of equity per investment. The partnership generally will not invest more
than 25% of its capital commitments in a single portfolio investment. The minimum size of each
portfolio investment will generally be at least $5 million.
Material Risks: Co-Investment Risk; Compensation Risk; Competition Risk; Concentration Risk;
Controlling Position Risk; Counterparty Risk; Cybersecurity Risk; Derivatives Risk; Equity
Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-Kind
Distributions Risk; Investment Selection Risk; Leverage and Borrowing Risk; Liquidity Risk;
Management Risk; Micro Cap Companies Risk; Mid Cap Companies Risk; Portfolio Company
Management Risk; Private Investments Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
LKCM International Equity, L.P.
Investment Objective(s): The partnership seeks to achieve long-term capital appreciation.
Principal Investment Strategies: The partnership seeks to achieve its investment objective by
investing primarily in securities of companies domiciled outside of the United States. The
partnership expects to invest in companies domiciled predominantly in developed economies,
although it may also invest in companies in less-developed economies and/or emerging markets.
The partnership’s investment strategy is long-biased and typically focuses on equity securities of
publicly-held companies with market capitalizations ranging from micro cap to mega cap. There
is no limitation on the partnership’s portfolio exposure by asset class, market capitalization,
geography, sector, industry or domicile. The partnership intends to utilize financial instruments,
both for investment purposes and risk management purposes, in an effort to hedge against its
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exposures to, among other things, price fluctuations in portfolio investments, securities markets,
interest rates, currency exchange rates, and geopolitical events.
Material Risks: Compensation Risk; Competition Risk; Concentration Risk; Counterparty Risk;
Cybersecurity Risk; Derivatives Risk; Emerging Markets Risk; Equity Securities Risk; Exchange-
Traded Fund Risk; Foreign Securities Risk; General Market and Economic Risk; Hedging Risk;
Inflation Risk; In-Kind Distributions Risk; Investment Selection Risk; Large Cap Companies
Risk; Leverage and Borrowing Risk; Liquidity Risk; Management Risk; Micro Cap Companies
Risk; Mid Cap Companies Risk; Portfolio Company Management Risk; Private Investments
Risk; Sector Weighting Risk; Short Selling Risk; Small Cap Companies Risk; Tax Risk;
Transferability Risk; Valuation Risk.
LKCM Technology Partnership, L.P.
Investment Objective: The partnership seeks to achieve long-term capital appreciation through
investments in technology-related companies.
Principal Investment Strategies: The partnership seeks to achieve its investment objective by
buying and selling short securities of technology-related companies. The partnership generally
defines technology-related companies as companies that we believe are engaged in offering,
using, producing, selling, distributing or developing products, processes, or services that are
expected to provide or benefit significantly from technological advances or improvements. The
partnership may invest in technology-related companies through an unlimited range of securities
and other financial instruments and products. There is no limitation on the partnership’s portfolio
exposure by asset class, market capitalization, or geography. The partnership may also invest up
to 10% of its net assets in private companies at the time of investment.
Material Risks: Compensation Risk; Competition Risk; Concentration Risk; Counterparty Risk;
Cybersecurity Risk; Derivatives Risk; Equity Securities Risk; Exchange-Traded Fund Risk;
Foreign Securities Risk; General Market and Economic Risk; Hedging Risk; Inflation Risk; In-
Kind Distributions Risk; Investment Selection Risk; Large Cap Companies Risk; Leverage and
Borrowing Risk; Liquidity Risk; Management Risk; Micro Cap Companies Risk; Mid Cap
Companies Risk; Portfolio Company Management Risk; Portfolio Turnover Risk; Private
Investments Risk; Short Selling Risk; Small Cap Companies Risk; Tax Risk; Technology-Related
Companies Risk; Transferability Risk; Valuation Risk.
Descriptions of Material Risks of the LKCM Partnerships
Co-Investment Risk: The partnership’s investment program involves co-investments with
affiliated investment partnerships and other investors, which creates various potential conflicts of
interest. The general partner of the partnership has discretion in determining the availability of
co-investment opportunities, to whom and the manner in which co-investment opportunities are
allocated, and the material terms and conditions of co-investment opportunities. The general
partner of the partnership may consider various factors in making allocation and other decisions
with respect to co-investment opportunities, including the certainty of funding by prospective co-
investors, contractual obligations to provide co-investment opportunities, the size of prospective
co-investors’ commitments to our investment strategies, or the strategic benefits offered by
prospective co-investors. Co-investment opportunities are generally expected to carry more
favorable terms, such as lower management fee rates, higher hurdle rates and/or lower performed-
based compensation thresholds, and may otherwise provide direct or indirect benefits to us or our
affiliates. Co-investments may be effected through sell downs of portfolio companies held by
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affiliated investment partnerships, side-by-side investments in portfolio companies, or otherwise.
Participation in co-investments creates investment allocation, expense allocation, including fees,
expenses and costs for transactions not consummated, valuation and other risks and conflicts of
interest for the applicable partnerships, their respective general partners, us and/or our principals,
employees, affiliates and related parties, and other investors.
Compensation Risk: We are entitled to receive management fees from the partnership, and we
and/or the general partner of the partnership are entitled to receive performance-based
compensation based on the performance of the partnership, subject to certain limitations
contained in the offering and organizational documents of the partnership. We are also entitled to
receive management, performance, oversight, board, administrative or similar fees in connection
with management, monitoring, oversight, administrative, investment, operational, organizational
or similar services that we provide to certain portfolio companies held by the partnership.
Management fees could motivate us to gather more assets than we can manage effectively.
Performance-based compensation could motivate us, due to our affiliation with the general
partner of the applicable partnership, to make investments that are riskier or more speculative
than would be the case if such arrangements did not exist. These compensation structures create
potential conflicts of interest because we have an incentive to make investment or other decisions
for the partnership that benefit our and/or the general partner’s financial interests.
Competition Risk: We expect to encounter competition from other funds, fund managers and
other investors having similar investment objectives. Potential competitors include other private
equity partnerships, business development companies, investment partnerships and corporations,
small business investment companies, family offices, individuals, and large industrial and
financial companies investing directly or through affiliates. Some of these competitors may have
more relevant experience, greater financial resources and more personnel than we have. To the
extent that we encounter competition for investments, the partnership’s investment returns and/or
the value of the partnership’s investments may be adversely affected.
Concentration Risk: The partnership’s investments generally are not required to be diversified,
and it is possible that the partnership’s investments could be concentrated in only a few issuers,
industries, sectors, companies, geographic regions, asset classes, or strategies. This limited
diversification could expose the partnership to losses disproportionate to market movements in
general and could have a significant adverse impact on the partnership’s investment returns
and/or the value of the partnership’s investments.
Controlling Position Risk: Because of its level of ownership, representation on the board of
directors or other governing body, and/or contractual rights, the partnership may be considered to
control, participate in the management of, or influence the conduct of its portfolio companies.
The exercise of control over a company imposes potential additional risks of liability for which
limited liability afforded to limited partners may not be respected. If these liabilities were to
arise, the partnership may suffer significant losses.
Counterparty Risks: The partnership may enter into transactions with third parties in which the
failure or delay of the third party to perform its obligations could have an adverse effect on the
partnership. The partnership’s assets will generally be held in the name of its prime broker or
custodian, and the insolvency of the prime broker or custodian may result in the loss of the
partnership’s assets.
Credit Risk: The partnership is subject to the risk that the issuer or guarantor of a fixed income
security held by the partnership becomes unable or unwilling, or is perceived (whether by market
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participants, ratings agencies, pricing services, or otherwise) as unable or unwilling, to make
timely interest or principal payments or otherwise honor its obligations, which may cause the
partnership’s fixed income securities to lose value. If the partnership holds fixed income
securities of an issuer that experiences financial problems, the securities will likely decline in
value or the issuer may fail to make timely payments of interest or principal on the securities.
The extent of this risk varies based on the terms of the particular security and the financial
condition of the issuer. A security’s degree of credit risk is often reflected in its credit rating,
with higher ratings corresponding to lower perceived credit risk. A downgrade in the credit rating
of an issuer of fixed income securities, factors affecting an issuer directly, factors affecting the
industry in which a particular issuer operates, and changes in general social, economic or political
conditions can increase the risk of default by an issuer or reduce the market value of an issuer’s
securities. The credit quality of a security can deteriorate suddenly and rapidly. Lower credit
quality also may lead to greater volatility in the price of a security and may negatively affect a
security’s liquidity. In addition, credit ratings agencies may fail to make timely changes to credit
ratings in response to subsequent events and a credit rating may fail to reflect changes in an
issuer’s financial condition. Credit ratings reflect a rating agency’s opinion regarding a fixed
income security’s quality but are not a guarantee of quality and do not protect against a decline in
the security’s value. The ratings assigned to securities by rating agencies do not propose to fully
reflect the true risks of an investment, and ratings agencies may not always change their credit
ratings on an issuer or security in a timely manner to reflect events that could affect the issuer’s
ability to make timely payments on its obligations. Changes in the actual or perceived
creditworthiness of an issuer, or a downgrade or default affecting any of the securities held by the
partnership, could negatively affect the partnership’s performance. Credit risk is typically greater
for securities with ratings that are downgraded below investment grade. Generally, the longer the
maturity of a security, the more sensitive it is to credit risk.
Cybersecurity Risk: Operational risks arising from, among other things, human or processing
errors, systems and technology disruptions or failures, or cybersecurity incidents may negatively
impact portfolio companies in which the partnership invests, including their service providers,
and result in financial losses. Cybersecurity incidents may allow unauthorized parties to gain
access to or misappropriate a portfolio company’s assets or confidential or proprietary
information, or cause a portfolio company or its service providers to suffer data corruption or lose
operational functionality. In addition, authorized persons of a portfolio company or its service
providers could inadvertently release confidential or proprietary information stored on the
systems of a portfolio company or its service providers or other market participants. The
occurrence of any of these problems could result in a loss of information, violations of applicable
privacy or other laws, regulatory scrutiny, penalties, fines, reputational damage, additional
compliance requirements and other consequences, any of which may have a material impact on a
portfolio company held by the partnership. It is not possible for portfolio companies in which the
partnership invests or their service providers to identify all of the operational risks that may affect
them or to develop processes and controls to completely eliminate or mitigate their occurrence or
effects. Recent geopolitical tensions may increase the scale and sophistication of deliberate
attacks, particularly those from nation-states or from entities with nation-state backing. Portfolio
companies in which the partnership invests, including their service providers, are exposed to
various risks related to cybersecurity incidents, and the value of the investments in portfolio
companies held by the partnership could be adversely impacted in the event any such
cybersecurity incidents occur. Portfolio companies in which the partnership invests may incur
substantial costs to prevent or address cybersecurity incidents.
Derivatives Risk: The partnership may invest in derivative instruments. Many derivatives
provide exposure to potential gain or loss from a change in the market price of a financial
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instrument in an amount that greatly exceeds the cash or assets required to establish or maintain
the derivative. Accordingly, relatively small price movements in the underlying financial
instrument may result in immediate and substantial losses to the partnership. Many derivatives
are illiquid and involve exposure to the credit risk of the counterparty because they depend on the
counterparty’s ability to perform under the applicable contract.
Emerging Markets Risk: The partnership may invest in companies in emerging markets. When
investing in emerging markets, the risks of investing in foreign securities generally are
heightened. The economies and political environments of emerging market countries tend to be
more unstable than those of developed countries, resulting in more volatile rates of return than the
developed markets and substantially greater risk to investors. Emerging markets have unique
risks that are greater than or in addition to investing in developed markets because emerging
markets are generally smaller, less developed, less liquid, more volatile, more expensive to trade
in, and generally have higher risks than the securities markets of the U.S. and other developed
markets. Securities in emerging markets also may be less liquid than those in developed markets
and foreigners are often limited in their ability to invest in, and withdraw assets from, these
markets. The governments of emerging market countries may also be more unstable and more
likely to impose capital controls, nationalize a company or industry, place restrictions on foreign
ownership and on withdrawing sales proceeds of securities from the country, intervene in the
financial markets, and/or impose burdensome taxes that could adversely affect prices of securities
held by the partnership. Numerous emerging market countries have a history of, and continue to
experience serious, and potentially continuing, economic and political challenges. There are also
other risks of investing in emerging markets, such as greater political uncertainties, an economy’s
dependence on revenues from particular commodities or on international aid or development
assistance, currency transfer restrictions, limited numbers of potential buyers and sellers for
securities, trading suspensions, delays and disruptions in securities settlement procedures, and
increased volatility and limited liquidity for emerging market securities. Emerging market
countries often have less uniformity in accounting, auditing, financial reporting and
recordkeeping requirements and less reliable clearance and settlement, registration and custodial
procedures. In addition, there may be less information available, or less reliable information
available, to make investment decisions and accurately evaluate securities of issuers in emerging
markets than would be available about issuers in more developed capital markets. In certain
emerging market countries, fraud and corruption may be more prevalent than in developed market
countries, and investor protections may be more limited than those in other countries. It may be
difficult to obtain or enforce legal judgments against non-U.S. companies and non-U.S. persons
in foreign jurisdictions, either through the foreign judicial system or through a private arbitration
process. The value of the partnership’s investments in portfolio companies in emerging markets
could be adversely impacted by these risks.
Equity Securities Risk: The partnership invests in equity securities and therefore is subject to
investment risk, issuer risk, market risk and significant fluctuations in value in response to
changes in a company’s financial condition as well as general market, economic and political
conditions, and other factors. The partnership may experience a significant or complete loss on
its investment in an equity security. In addition, equity prices may be sensitive to rising interest
rates, which increase borrowing costs and the costs of capital for the issuer. Equity securities are
generally subordinate to an issuer’s debt in the event of liquidation or bankruptcy. The
partnership’s investments in equity securities primarily consist of common stocks and may
include American Depositary Receipts (ADRs), real estate investment trusts (REITs), and other
equity securities. The value of an issuing company’s common stock may rise or fall as a result of
factors affecting the issuing company, such as decisions made by its management or decreased
demand for the company’s products or services. A common stock’s value may also decline
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because of factors affecting not just the company, but also companies in the same industry or
sector. The price of a company’s common stock may also be affected by changes in financial
markets that are relatively unrelated to the company, such as changes in interest rates, exchange
rates, industry regulation, or other financial market factors. ADRs are receipts issued by
domestic banks or trust companies that represent the deposit of a security of a foreign issuer and
are publicly traded in the United States. ADRs are subject to certain of the risks associated with
investing directly in foreign securities, such as currency fluctuations, political and economic
instability, capital restrictions, less liquidity, less government regulation, less publicly available
information, increased price volatility, and differences in financial reporting standards, and may
not accurately track the prices of the underlying foreign securities and their value may change
materially at times when the U.S. markets are not open for trading. REITs are pooled investment
vehicles with their own fees and expenses and are subject to the risks associated with the real
estate industry, adverse governmental actions, declines in property and real estate values, and the
potential failure to qualify for federal income tax free pass through of net income and net realized
gains and exemption from registration as an investment company.
Exchange-Traded Fund Risk: The partnership may invest in exchange-traded funds (ETFs),
which are pooled investment vehicles, such as registered investment companies and grantor
trusts, whose shares are typically listed and traded on stock exchanges or otherwise traded in
over-the-counter markets. To the extent the partnership invests in ETFs, the partnership will be
subject to substantially the same risks as those associated with the direct ownership of the
securities on which the ETF is based and the value of the partnership’s investment will fluctuate
in response to the performance of the ETF and its underlying securities. ETFs incur their own
fees and expenses and, accordingly, a partnership’s investments in ETFs may result in additional
expenses associated with the partnership’s investment program. Because the value of shares of
an ETF depends, among other things, on the level of demand for such ETFs in the financial
markets, ETF shares may trade at a discount or premium to their net asset value. The partnership
may not be able to liquidate its holdings in ETFs at the most optimal time due to various factors,
which could adversely affect the partnership’s investment program and performance.
Fixed Income Securities Risk: The partnership invests in fixed income securities and is therefore
subject to the risk that the prices of, and the income generated by, fixed income securities held by
the partnership may decline significantly and/or rapidly in response to adverse issuer,
geopolitical, regulatory, general economic and market conditions, or other developments, such as
regional or global economic stability (including terrorism, pandemic and related geopolitical
risks), interest rate fluctuations, and those events directly involving the issuers that may cause
broad changes in market value, public perceptions concerning those developments, and adverse
investor sentiment. These events may lead to periods of volatility, which may be exacerbated by
changes in bond market size and structure. The partnership’s investments in fixed income
securities may be subject to unusual liquidity issues and, in some cases, credit downgrades and
increased likelihood of default. In addition, adverse market events may lead to increased
redemptions by limited partners, which could cause the partnership to experience a loss when
selling securities to meet redemption requests by limited partners.
Foreign Securities Risk: The partnership may directly invest in securities of foreign issuers or
may indirectly invest in securities of foreign issuers through ADRs or ETFs that are designed to
track the performance of foreign indexes. Investment in foreign securities, or investments in
ETFs that are designed to track the performance of foreign indexes, carry potential risks not
associated with domestic investments. Accordingly, the partnership is subject to risks associated
with foreign markets, such as currency exchange rate fluctuations, political and financial
instability, less liquidity and greater volatility of foreign investments, lack of uniform accounting,
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auditing and financial reporting standards, different government regulation and supervision of
foreign banks, stock exchanges, brokers and listed companies, adverse social and economic
developments, and limited information about foreign companies. The unavailability and/or
unreliability of public information may impede the partnership’s ability to accurately evaluate
foreign securities. It also may be difficult to enforce contractual obligations or invoke judicial or
arbitration processes against non-U.S. companies and non-U.S. persons in foreign jurisdictions.
There may be very limited oversight of certain foreign banks or securities depositories that hold
foreign securities and currency and the laws of certain countries may limit the ability to recover
such assets if a foreign bank or depository or their agents goes bankrupt. To the extent the
partnership invests a significant portion of its assets in securities of a single county or geographic
region at any one time, it is more likely to be affected by events or conditions in that country or
region. In addition, as a result of increasingly interconnected global economies and financial
markets, the value and liquidity of a partnership’s investments in foreign securities may be
negatively impacted by events impacting a country or region, regardless of whether the
partnership invests in issuers located in or with significant exposure to such country or region.
These risks may be more pronounced for direct or indirect investments in foreign issuers in
emerging markets or developing countries.
General Market and Economic Risk: The partnership’s investments are subject to the risk that
securities markets may move down, sometimes rapidly and unpredictably, based on overall
economic conditions and other factors, which may negatively affect the value of the partnership’s
investments. Equity securities generally have greater price volatility than fixed income securities,
although under certain market conditions fixed income securities may have comparable or greater
price volatility. Financial markets may at times be volatile and the value of the partnership’s
investments may decline in price, sometimes significantly and/or rapidly, due to a broad decline
in the financial markets or other factors. The value of the partnership’s investments may decline
due to adverse issuer-specific conditions or general market conditions which are not specifically
related to a particular company, such as real or perceived adverse geopolitical, regulatory, market,
economic or other developments that impact the financial markets generally or specific economic
sectors, industries and segments of the financial markets. Changes in the financial condition of a
single company can impact the financial markets as a whole, and during a general downturn in
the securities markets, multiple asset classes may decline in value simultaneously. The value of
the partnership’s investments may also decline due to factors that affect a particular industry or
industries, such as tariffs, labor shortages or increased production costs and competitive
conditions within an industry. Turbulence in financial markets and reduced liquidity in credit,
equity and fixed income markets may negatively affect many issuers worldwide and
correspondingly the value of the partnership’s investments.
Geopolitical and other events, including terrorism, economic uncertainty, regional or global
economic instability, trade disputes, pandemics, public health crises, natural disasters,
cybersecurity incidents and related events have led, and in the future may continue to lead, to
instability in world economies and markets generally and reduced liquidity in equity, credit and
fixed income markets. The imposition by the U.S. of tariffs on goods imported from foreign
countries and reciprocal tariffs levied on U.S. goods by those countries may also lead to volatility
and instability in domestic and foreign markets. Such market disruptions have caused, and may
continue to cause, broad changes in market value, negative public perception concerning these
developments, a reduction in the willingness and ability of some lenders to extend credit,
difficulty for some borrowers in obtaining financing on attractive terms, and adverse sentiment or
publicity. Changes in value may be temporary or may last for extended periods.
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Policy changes by the U.S. government and/or the U.S. Federal Reserve and/or foreign
governments, and political and economic changes within the U.S. and abroad, such as inflation,
changes in the U.S. presidential administration and Congress, the U.S. government’s inability at
times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a
federal government shutdown or the occurrence of failure to increase the federal government’s
debt limit, which could result in a default on the government’s obligations, may cause increased
volatility in financial markets, affect investor and consumer confidence and adversely impact the
broader financial markets and economy, perhaps suddenly and to a significant degree. The
severity or duration of adverse economic conditions may also be affected by policy changes made
by governments or quasi-governmental organizations. Global economies and financial markets
are becoming increasingly interconnected, which increases the possibility of many markets being
affected by events in a single country or events affecting a single or small number of companies.
Both U.S. and international markets have experienced significant volatility in recent years. As a
result of such volatility, investment returns and the value of your investment may fluctuate
significantly. Deteriorating economic fundamentals may increase the risk of default or solvency
of particular companies, negatively impact market value, increase market volatility, cause credit
spreads to widen, reduce bank balance sheets and cause unexpected changes in interest rates.
Any of these could cause an increase in market volatility, reduce liquidity across various sectors
or markets or decrease confidence in markets. Historical patterns of correlation among asset
classes may break down in unanticipated ways during times of high volatility, disrupting
investment programs and potentially causing losses.
Some countries, including the U.S., have adopted more protectionist trade policies, including
trade tariffs and other trade barriers, which is a trend that appears to be continuing globally. The
current political environment has intensified concerns about a global trade war. Slowing global
economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some
major international trade agreements, risks associated with trade agreements between countries
and regions, including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in consumer
sentiment and commodity and currency prices could affect the economies and markets of many
nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and
may create significant market volatility.
Although interest rates were unusually low in recent years in the U.S. and abroad, in 2022 the
U.S. Federal Reserve and certain foreign central banks began to increase interest rates to address
rising inflation. The Federal Reserve and certain foreign central banks started to lower interest
rates in September 2024, though economic or other factors, such as inflation, could lead to the
Federal Reserve stopping or reversing these changes. It is difficult to accurately predict the pace
at which interest rates might increase or start decreasing, the timing, frequency or magnitude of
any such changes in interest rates, or when such changes might stop or reverse course.
Unexpected changes in interest rates could lead to significant market volatility or reduced
liquidity in certain sectors of the market. Over the longer term, rising interest rates may present a
greater risk than has historically been the case due to the prior period of relatively low rates and
the effect of governmental fiscal and monetary policy initiatives and potential reaction to those
initiatives, or their alteration or cessation.
Markets and market participants are increasingly reliant upon both publicly available and
proprietary information data systems. Data imprecision, software or other technology
malfunctions, programming inaccuracies, unauthorized use or access, the execution of
ransomware and other cyberattacks and similar circumstances may impair the performance of
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these systems and may have an adverse impact upon a single issuer, a group of issuers, or the
market at large. In certain cases, an exchange or market may close or issue trading halts on either
specific securities or even the entire market, which may result in the partnership being, among
other things, unable to buy or sell certain securities or accurately price its investments. These
fluctuations in securities prices could be a sustained trend or a drastic movement. The financial
markets generally move in cycles, with periods of rising prices followed by periods of declining
prices.
Tensions, war or open conflict between nations, such as between Russia and Ukraine, in the
Middle East or in eastern Asia, could affect the economies of many nations, including the United
States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine,
and any sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the partnership’s
investments whether or not the partnership invests in securities of issuers located in or with
significant exposure to the countries or regions directly affected.
Regulators in the U.S. have proposed and recently adopted a number of changes to regulations
involving the markets and issuers. The full effect of various newly-adopted regulations is not
currently known. Due to the broad scope of the regulations being adopted, certain of these
changes, which may be revised or rescinded, could limit portfolio companies held by the
partnership to pursue its investment strategies or make certain investments or may make it more
costly for such portfolio companies to operate.
High public debt in the U.S. and other countries creates ongoing systematic and market risks and
policymaking uncertainty. There is no assurance that the U.S. Congress will act to raise the
nation’s debt ceiling, and a failure to do so could cause market turmoil and substantial investment
risks that cannot now be fully predicted. Unexpected political, regulatory and diplomatic events
with the U.S. and abroad may affect investor and consumer confidence and may adversely impact
financial markets and the broader economy.
Certain illnesses spread rapidly and have the potential to significantly and adversely affect the
global economy. The impact of epidemics and/or pandemics that may arise in the future could
negatively affect the economies of many nations, individual companies and the global securities
and commodity markets, including their liquidity, in ways that cannot necessarily be foreseen at
the present time and could last for an extended period of time. China’s economy, which has been
sustained through debt-financed spending on housing and infrastructure, appears to be
experiencing a significant slowdown and growing at a lower rate than prior years. Due to the size
of China’s economy, such a slowdown could impact financial markets and the broader economy.
Hedging Risk: The partnership may utilize financial instruments, both for investment purposes
and for risk management purposes, in an effort to, among other things, protect against possible
changes in the market value of its investment portfolio resulting from fluctuations in the securities
markets and changes in interest rates, enhance or preserve returns or gains on any investment in
its portfolio, or hedge interest rate or currency exchange rate exposure on any of its assets or
liabilities. The success of the partnership’s hedging strategy will depend, in part, upon our ability
to correctly assess the degree of correlation between the performance of the instruments used in
the hedging strategy and the performance of the portfolio investments being hedged. While the
partnership may enter into hedging transactions in an effort to reduce risk, such transactions may
result in poorer overall performance for the partnership than if it had not engaged in such hedging
transactions. The partnership will not be required to hedge any particular risk in connection with
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a particular transaction or its portfolios, and there can be no assurances that the partnership’s
hedging strategies or transactions, if any, will be successful.
Inflation Risk: Equity, fixed income and other securities may fall in value due to higher actual or
anticipated inflation. Higher actual or anticipated inflation may have an adverse effect on
corporate profits or consumer spending or the financial markets overall and result in lower values
for securities held by the partnership. If a partnership’s investments do not keep pace with
inflation, the value of investments held by the partnership may decline.
In-Kind Distributions Risk: A withdrawing limited partner may, at the discretion of the general
partner, receive securities owned by the partnership in lieu of, or in combination with, cash. The
value of securities distributed in-kind may increase or decrease after the distribution is made and
before the security is sold by the limited partner. The risk of loss and delay in liquidating these
financial instruments will be borne by the limited partner, with the result that the limited partner
may ultimately receive less cash than it would have received on the date of withdrawal if it had
been paid in cash.
Interest Rate Risk: Changes in interest rates may affect the yield, liquidity and value of
investments in income producing or debt securities held by the partnership. Market values of
fixed income securities held by the partnership are generally inversely related to actual changes in
interest rates. Generally, when interest rates rise, the market value of a fixed income security will
decrease, and when interest rates decline, the market value of a fixed income security will
increase. Generally, a fixed income security with a longer maturity or duration will entail greater
interest rate risk, while a fixed income security with a shorter maturity or duration will entail less
interest rate risk. Interest rates may change significantly and/or rapidly and are influenced by a
number of factors, including government policy, monetary policy, inflation expectations,
perceptions of risk, and supply and demand of debt securities. Changes in government monetary
policy may substantially impact interest rates, but there can be no guarantee that any particular
policy will be continued, discontinued or changed, or that it will have the desired effect on
interest rates. Short-term and long-term interest rates, and interest rates in different countries, do
not necessarily move in the same direction or by the same amount. The yields received by a
partnership on its fixed income investments will generally decline as interest rates rise.
Additionally, the value of income-oriented equity securities held by the partnership that pay
dividends may decline when interest rates rise, as rising interest rates can reduce a company’s
profitability and its ability to pay dividends. Interest rates may continue to increase, perhaps
significantly and rapidly, which could result in significant losses for investments held by the
partnership. During periods of very low or negative interest rates, the partnership may be unable
to develop positive returns or make distributions to limited partners of the partnership. Typically,
the longer the maturity or duration of a debt security, the greater the effect a change in interest
rates could have on the security’s market value.
Investment Selection Risk: The performance of the partnership depends on our ability to select
and size investments appropriately and correctly anticipate future price movements, economic
and market conditions, and/or the value of equity securities, fixed income securities and/or other
investments. The value of investments held by the partnership may be adversely impacted by
developments affecting the specific issuer of the security or its particular industry or sector.
These developments may include a variety of factors, such as poor operating or management
performance, geopolitical or regulatory factors, a decline in revenues or profitability, losses of
key suppliers, customers or material contracts, a failure to meet earnings or other financial or
operating performance expectations, litigation or regulatory issues, bankruptcy, an increase in
operating or other costs, defaults under credit arrangements or material contracts, weak demand
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for the issuer’s products or services, financial leverage or credit deterioration, or other events that
adversely impact the issuer’s business or competitive position. Our failure to correctly anticipate
such factors and developments could lead to significant declines in the value of the partnership’s
investments.
Large Cap Companies Risk: The securities of large market capitalization companies held by the
partnership may underperform other segments of the market because such companies may be less
responsive to competitive challenges and opportunities, such as changes in technology and
consumer tastes and preferences. Large market capitalization companies may be unable to attain
or maintain the high growth rate of successful smaller companies, especially during periods of
economic expansion.
Leverage and Borrowing Risk: The partnership and its portfolio companies have the power to
borrow funds and incur leverage to make investments, pay partnership expenses, and for other
partnership and operating purposes. These borrowings may be secured by assets of the
partnership and/or its portfolio companies, as applicable. The use of leverage can increase the
partnership’s and its portfolio companies’ exposure to rising interest rates, downturns in the
economy, or deterioration in the business, financial condition or prospects of the partnership or its
portfolio companies or investments. The use of margin and short-term borrowings creates risks
for the partnership and its portfolio companies. If the value of the partnership’s securities or
collateral falls below the margin level required by its prime broker or lender, additional margin
deposits would be required. If the partnership is unable to satisfy any margin call by its prime
broker or lender, then the prime broker or lender could liquidate some or all of the partnership’s
investment positions and/or other collateral and cause the partnership to incur significant losses.
The inability of the partnership or its portfolio companies to service their debt obligations could
have a material adverse impact on the partnership or its investments.
Liquidity Risk: The partnership may hold investments that are illiquid or have no public trading
market, or liquid investments may become illiquid in the future under certain market conditions.
Any such investments may be difficult to sell or may be sold only at unfavorable times or prices.
Market developments may cause the partnership’s investments to become less liquid or illiquid
and subject to erratic price movements. Investments that are illiquid or that trade in lower
volumes may be more difficult to value. The partnership also may not receive proceeds from the
sale of certain investments for an extended period of time. Certain investments that were liquid
when purchased may become illiquid, sometimes abruptly, particularly in times of overall
economic distress or adverse investor perception. The partnership could lose money if it is
unable to dispose of an investment at a time that is most beneficial to the partnership. If the size
of the partnership is reduced through withdrawals, the illiquidity of the partnership’s investments
could increase, as liquid assets are sold to satisfy withdrawals while illiquid assets are retained.
Management Risk: We actively manage investments in the partnership. The value of the
partnership’s investments may decline if we fail to correctly identify risks affecting the broad
economy or specific markets, industries or companies in which the partnership invests, or if
investments we select for the partnership fail to perform as anticipated.
Micro Cap Companies Risk: The partnership invests in micro capitalization companies that
generally involve greater risks and the possibility of greater price volatility than investments in
larger, more established companies. Micro capitalization companies often have narrower
commercial markets and more limited operating histories, product lines, and managerial and
financial resources than larger, more established companies. Micro capitalization companies may
also be more sensitive to changes in interest rates, borrowing costs and earnings than larger, more
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established companies. As a result, the securities of micro capitalization companies held by the
partnership may be less liquid and subject to greater market risks and fluctuations in value than
larger capitalization companies or may not correspond to changes in the financial markets in
general.
Mid Cap Companies Risk: The partnership invests in mid capitalization companies that generally
involve greater risks and the possibility of greater price volatility than investments in larger, more
established companies. Mid capitalization companies often have narrower commercial markets
and more limited operating histories, product lines, and managerial and financial resources than
larger, more established companies. Mid capitalization companies may also be more sensitive to
changes in interest rates, borrowing costs and earnings than larger, more established companies.
As a result, the securities of mid capitalization companies held by the partnership may be less
liquid and subject to greater market risks and fluctuations in value than larger capitalization
companies or may not correspond to changes in the financial markets in general.
Portfolio Company Management Risk: Each portfolio company’s day-to-day operations are the
responsibility of such portfolio company’s management team. Although we are responsible for
monitoring and oversight of the performance of each portfolio company investment and may
therefore be actively involved in the portfolio company’s activities, there can be no assurance that
the portfolio company’s existing management team, or any successor, will be able to operate the
portfolio company successfully or otherwise in accordance with our plans. Inadequate
performance of a portfolio company’s management team could have a negative impact on the
partnership’s investment in such portfolio company.
Portfolio Turnover Risk: The partnership may buy and sell securities frequently, which typically
involves higher expenses, including brokerage commissions, and may increase the amount of
capital gains or losses realized by the partnership.
Private Investments Risk: Identifying and participating in private investment opportunities and
assisting in the building of successful portfolio companies and businesses are difficult tasks, and
often there is limited publicly available information regarding the private companies in which the
partnership invests. Many investment decisions are dependent upon our ability to obtain relevant
information from non-public sources, and although we dedicate significant time and resources in
conducting due diligence prior to making investments, we often are required to make decisions
without complete information or in reliance upon information provided by third parties that is
difficult or impracticable to verify or is otherwise incorrect or inaccurate. Accordingly, there can
be no assurance that our due diligence efforts will reveal or highlight all relevant facts that are
necessary or helpful in evaluating private investment opportunities. The marketability and value
of each private investment often depends upon many factors beyond our control. Portfolio
companies may have substantial variations in operating results from period to period, face intense
competition and experience failures or substantial declines in value at any stage. Portfolio
companies may need substantial additional equity or debt capital to support working capital
requirements, acquisitions, and operations, or to otherwise achieve or maintain a competitive
position in their respective industries. Such capital may not be available on attractive terms, or
may not be available at all. An otherwise successful investment in a portfolio company may yield
poor investment returns if we are unable to consummate and execute a timely exit strategy for
such investment. The receptiveness of potential acquirers of portfolio companies will vary over
time and, even if an investment in a portfolio company is disposed of through a merger,
consolidation or similar transaction, the partnership’s investment in the surviving entity may not
be marketable.
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Sector Weighting Risk – To the extent the partnership emphasizes investments in particular
sectors of the economy, the partnership will be subject to a greater degree of risks particular to
those sectors. Market conditions, interest rates, and geopolitical, economic, regulatory or financial
developments could significantly affect companies in particular sectors and the values of their
securities. Depending on the weightings of the partnership’s investment in particular sectors, the
partnership may have increased exposure to price movements of securities in those sectors, which
could adversely impact investments held by the partnership. The partnership’s sector weightings
could have an adverse impact on the partnership and lead to a decline in the partnership’s net
asset value.
Short Selling Risk: The partnership’s investments may include short sales. Short sales create the
risk of a theoretically unlimited loss, in that the price of the underlying security could
theoretically increase without limit, thus increasing the cost to the partnership of buying those
securities to cover short positions. The partnership may be unable to cover short positions at or
near prices quoted in the market. Purchasing securities to close out short positions can itself
cause the price of the securities to rise further, thereby exacerbating losses.
Small Cap Companies Risk: The partnership invests in small capitalization companies that
generally involve greater risks and the possibility of greater price volatility than investments in
larger, more established companies. Small capitalization companies often have narrower
commercial markets and more limited operating histories, product lines, and managerial and
financial resources than larger, more established companies. Small capitalization companies may
also be more sensitive to changes in interest rates, borrowing costs and earnings than larger, more
established companies. As a result, the securities of small capitalization companies held by the
partnership may be less liquid and subject to greater market risks and fluctuations in value than
larger capitalization companies or may not correspond to changes in the financial markets in
general.
Tax Risk: The partnership intends to operate as partnership for U.S. federal tax purposes. If the
partnership were taxable as a corporation, the partnership would be subject to U.S. federal income
taxes on any taxable income at regular corporate tax rates and the limited partners would
effectively be taxable as corporate shareholders. If the partnership conducts activities or does
business in any state, the partnership and the limited partners may be subject to additional taxes
and may be required to file state tax returns. The ability of limited partners to deduct certain
losses generated by the partnership may be limited under the “at-risk” and “passive loss”
limitations of applicable tax laws. Tax-exempt limited partners may be subject to “unrelated
business taxable income” in connection with the partnership’s activities. There can be no
assurance that the partnership will generate sufficient cash flow to make distributions (if any) to
limited partners to cover tax liabilities associated with their investments in the partnership, and
the partnership is not required to make any such distributions to limited partners to cover such tax
liabilities.
Technology-Related Companies Risk: Investments in technology-related companies are subject to
a number of risks. For example, competition among technology-related companies may result in
increasingly aggressive pricing of their products and services, which may affect the profitability
of companies in the partnership’s portfolio. As a result, the partnership’s investments may be
considerably more volatile than those of other partnerships that do not concentrate their
investments in technology-related companies.
Transferability Risk: An investment in the partnership is not freely transferable and a limited
partner must bear the economic risk of an investment in the partnership for an indefinite period of
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time. A limited partner generally has the right to withdraw amounts from its capital account only
on a limited basis (if at all) in accordance with the terms of the partnership’s offering and
organizational documents and subject to the provisions of applicable securities laws.
Valuation Risk. Although the general partner of the partnership attempts to value the
partnership’s investments at fair market value, the general partner’s best judgment as to the fair
market value of any investment may not accurately reflect the prices at which the partnership
could actually sell such investments, particularly illiquid investments such as private equity
investments. In valuing illiquid investments, the general partner generally determines the fair
market value of the partnership’s investments based on a variety of valuation methodologies,
which typically depend on subjective estimates and assumptions. A failure to properly value the
partnership’s assets could have a significant adverse effect on the returns earned and amounts
received by limited partners. All values assigned to assets and liabilities of the partnership by its
general partner are conclusive and binding on all limited partners. The partnership’s ability to
value its investments in an accurate and timely manner may be impacted by technological issues
and/or errors by third-party service providers, such as pricing services, accounting agents or
custodians.
Single-Investment Partnerships
The investment objectives, principal investment strategies, and material risks associated with the Single-
Investment Partnerships are set forth in their respective organizational documents. In addition, the
Single-Investment Partnerships are also generally subject to the named material risks included above
under “Description of Material Risks of the LKCM Partnerships.”
Sub-Advised Portfolios
We provide investment sub-advisory services to unaffiliated investment advisors, trust companies and
other financial institutions for certain of their separately managed portfolios. Additional information
regarding the investment objectives, investment strategies, risks, and other terms of these sub-advised
portfolios is available from the principal investment adviser, trust company or other financial institution
for such portfolios and generally includes the named material risks included above under “Separately
Managed Portfolios.”
Information Restrictions
From time to time we obtain non-public information regarding various publicly-traded companies and
other investment opportunities. We generally impute non-public information received by members of our
investment team to all of our investment professionals. Accordingly, if we receive non-public
information about a publicly-traded company or other investment opportunity, we may be restricted from
acquiring or disposing of securities of such company or otherwise participating in such investment
opportunity for our clients under applicable securities laws. In addition, we may be restricted from
acquiring or disposing of securities of companies or otherwise participating in investment opportunities
for our clients to the extent prohibited under confidentiality or standstill agreements we enter into with
various parties. Our inability to acquire or dispose of securities of companies or otherwise pursue
investment opportunities as a result of these restrictions could adversely impact our clients.
Cybersecurity
With the increased use of technologies, such as internet-based programs and data storage applications,
and dependence on computer systems, networks and other programs to perform necessary business
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functions, we may be more susceptible to operational, information security and related risks resulting
from cybersecurity incidents, including cyberattacks. Cybersecurity is a generic term used to describe the
technology, processes, policies and practices designed to protect networks, systems, computers, programs
and data from unauthorized access or use, whether intentional or unintentional. Although we and our
affiliates have implemented various measures in an effort to manage cybersecurity risks, our information
technology systems and networks could be compromised by cybersecurity incidents. Cybersecurity
incidents could result in, among other things, unauthorized access to or use of confidential or proprietary
information regarding us or our clients, or cause us or our affiliates or clients to experience financial
losses, data corruption, losses or disruptions in operational functionality, loss or theft of confidential or
proprietary information, data or assets, reputational damage, physical damage to networks and computer
systems, or significant remedial costs, any of which could have an adverse effect on us or our clients.
Similar cybersecurity risks exist with respect to our service providers, those companies in which we
invest pursuant to our investment strategies, or other counterparties such as banks, brokers and
custodians. Notwithstanding the diligence that we and our affiliates may perform on such service
providers, portfolio companies and counterparties, cybersecurity incidents impacting such parties could
have an adverse effect on us or our clients as well as the value and performance results of our investment
strategies.
ITEM 9 – DISCIPLINARY INFORMATION
Not applicable.
ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
LKCM Funds
We serve as the investment adviser to the LKCM Funds, a registered investment company comprised of
seven funds. Under our investment advisory agreement with the LKCM Funds, we charge each Fund a
management fee at a specified annual percentage rate of the Fund’s average daily net assets. These
management fees are calculated at annualized rates ranging from 0.50% to 0.90% of each Fund’s average
daily net assets and are paid quarterly in arrears. We have agreed to waive our management fees and/or
reimburse expenses for each Fund in order to maintain designated expense ratios of between 0.50% to
1.00% per annum for the Funds as described in their prospectuses and statements of additional
information. Each Fund also pays other fees and expenses in addition to our management fees, such as
distribution fees and expenses, administrative fees and expenses, custodial and transfer agent fees and
expenses, accounting and professional fees and expenses, trustee and compliance fees and expenses, sub-
transfer agency and shareholder servicing fees and expenses, and other operating and offering expenses.
Several of our employees serve as officers of the LKCM Funds:
J. Luther King, Jr. – Trustee, President and Chief Executive Officer
Paul W. Greenwell – Vice President
Jacob D. Smith – Chief Financial Officer and Chief Compliance Officer
Richard Lenart – Secretary and Treasurer
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We, along with our principals, employees, affiliates and related parties, are shareholders of the LKCM
Funds. We therefore have an incentive to favor the LKCM Funds over other client portfolios, such as by
allocating more profitable investments or opportunities to the LKCM Funds or by devoting more
resources to the LKCM Funds. We also have an incentive to favor the LKCM Funds over other client
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portfolios because our management fee waiver and expense cap reimbursement obligations decrease as
assets in the LKCM Funds increase.
Additional information regarding our investment advisory services to, and potential risks and conflicts of
interest associated with, the LKCM Funds is included in the prospectus and statement of additional
information for each Fund filed with the Securities and Exchange Commission.
LKCM Partnerships
We serve as the investment adviser to the LKCM Partnerships and receive management fees for providing
investment advisory services to the LKCM Partnerships. Our principals, affiliates and/or related parties
serve as the general partners of the LKCM Partnerships and are entitled to receive performance-based
compensation with respect to the LKCM Partnerships, subject to certain limitations contained in the
offering and organizational documents of such partnerships. These management fees and performance-
based compensation may exceed the compensation we receive for providing investment advisory services
to other client portfolios. We and/or our principals, employees, affiliates and related parties are limited
partners of the LKCM Partnerships. We offer advice to qualified existing and prospective clients
regarding investing in the LKCM Partnerships. We and/or our affiliates or related persons generally
receive management, performance, oversight, board, administrative or similar fees in connection with
management, monitoring, oversight, administrative, investment, operational, organizational or similar
services that we and/or our affiliates, employees or related persons provide to portfolio companies of the
LKCM Partnerships. Certain of our principals, employees and related parties serve as directors or
officers of the LKCM Partnerships and their portfolio companies, which could impose fiduciary duties on
such individuals or otherwise motivate them to act in a manner that conflicts with the interests of the
applicable LKCM Partnership and its limited partners. These relationships create potential conflicts of
interest because we have financial and other incentives to favor our interests, including the interests of our
principals, employees and/or related parties, as well as the interests of the LKCM Partnerships and their
portfolio companies, over other client portfolios.
Additional information regarding our investment advisory services to, and potential risks and conflicts of
interest associated with, the LKCM Partnerships is included in the offering and organizational documents
for the LKCM Partnerships.
Single-Investment Partnerships
We and/or our affiliates or related persons serve as the general partners or managing members of the
Single-Investment Partnerships. We and/or our affiliates or related persons generally receive
management, performance, oversight, board, administrative or similar fees in connection with
management, monitoring, oversight, administrative, investment, operational, organizational or similar
services that we and/or our affiliates or related persons provide to the Single-Investment Partnerships or
their portfolio companies. These fees may exceed the compensation we receive for providing investment
advisory services to other client portfolios. We and/or our principals, employees, affiliates and related
parties are investors in the Single-Investment Partnerships. We offer advice to qualified existing and
prospective clients regarding investing in the Single-Investment Partnerships. Certain of our principals,
employees or related parties serve as directors or officers of the Single-Investment Partnerships and their
portfolio companies, which could impose fiduciary duties on such individuals or otherwise motivate them
to act in a manner that conflicts with the interests of the applicable Single-Investment Partnership and its
limited partners. These relationships create potential conflicts of interest because we have financial and
other incentives to favor our interests, including the interests of our principals, employees and/or related
parties, as well as the interests of the Single-Investment Partnerships and their portfolio companies, over
other client portfolios.
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Additional information regarding the Single-Investment Partnerships is included in the organizational
documents for the Single-Investment Partnerships.
Sub-Advised Portfolios
We serve as sub-adviser to unaffiliated investment advisors, trust companies and other financial
institutions for their separately managed portfolios. We provide investment advisory services to each of
these sub-advised portfolios based on the underlying client’s investment objectives, goals, restrictions, tax
status, risk profile, liquidity requirements and other relevant considerations communicated to us by the
primary investment adviser, trust company or other financial institution.
LKCM Financial Services, LLC
We hold a controlling equity interest in LKCM Financial Services, LLC, a company that provides non-
investment advisory multi-family office services, including tax preparation, partnership accounting, data
and account aggregation, check writing, bank reconciliation and other related services, to high net worth
individuals and their families. Some of our employees serve as officers and directors of LKCM Financial
Services, LLC. Although we maintain policies, procedures and controls to separate our operations from
those of LKCM Financial Services, LLC, this affiliation creates potential conflicts of interest because we
and our employees have a financial interest in, and have an incentive to devote more resources to, LKCM
Financial Services, LLC and the services it provides.
Outside Business Activities
Some of our employees serve as officers, directors or trustees of publicly-held companies, privately-held
companies, and/or non-profit organizations. Our investment management agreement with you generally
grants us discretionary authority to purchase a wide range of securities on your behalf, including
securities of companies for which our employees serve as officers, directors or trustees. Our principals,
employees and related parties that serve as officers, directors or trustees of such companies or
organizations generally have fiduciary duties to such companies or organizations, which could motivate
them to act in a manner that conflicts with the interests of our clients. These relationships create potential
conflicts of interest because we and our employees have a financial or other interest in, or have an
incentive to devote more resources to, companies or organizations for which our employees serve as
officers, directors or trustees.
Potential Conflicts of Interest
Potential conflicts of interest exist among us and our principals, employees, affiliates, related parties, and
clients with respect to our investment advisory and other services for separately managed portfolios, the
LKCM Funds, the LKCM Partnerships, the Single-Investment Partnerships, sub-advised portfolios, wrap
fee programs and model portfolio programs. These conflicts of interest are summarized throughout this
brochure, in particular in Item 5 – Fees and Compensation, Item 6 – Performance-Based Fees and Side-
by-Side Management, Item 10 – Other Financial Industry Activities and Affiliations, Item 11 – Code of
Ethics, Participation or Interest in Client Transactions and Personal Trading, Item 12 – Brokerage
Practices, and Item 14 – Client Referrals and Other Compensation of this brochure, which we encourage
you to read carefully and its entirety. Additional information regarding the conflicts of interest inherent
in our investment advisory business are disclosed in the prospectuses, statements of additional
information, offering documents, organizational documents and/or financial statements for the LKCM
Funds, the LKCM Partnerships and the Single-Investment Partnerships, as applicable, which we also
encourage you to read carefully and in their entirety.
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This brochure seeks to disclose the conflicts of interest that we and our principals, employees, affiliates
and related parties encounter in connection with our investment advisory business and other services for
clients, although we and our principals, employees, affiliates and related parties may face other conflicts
of interest in addition to those summarized herein. In particular, we may in the future identify additional
conflicts of interest that currently are not apparent to us as well as conflicts of interest that arise or expand
as we develop new investment strategies and otherwise adapt to dynamic markets and an evolving
regulatory environment. We attempt to handle conflicts of interest in a manner using our best judgment,
but in our sole discretion, and in a manner that we believe is fair and equitable under the circumstances.
ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
Code of Ethics
We have adopted a code of ethics in accordance with rules adopted by the Securities and Exchange
Commission under the Investment Advisers Act of 1940. Our code of ethics reflects the principle that our
employees owe a fiduciary duty of care, loyalty and good faith to our clients. Our code of ethics also
provides that our employees must comply with applicable federal securities laws and may not engage in
any act, practice or course of conduct that operates as a fraud or deceit upon our clients.
In general, our code of ethics contains policies and procedures that require our employees to:
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pre-clear their trades in reportable securities, excluding certain exempted transactions;
refrain from trading in reportable securities during blackout periods established under the
code of ethics;
comply with certain holding period requirements in the code of ethics;
identify their brokerage or securities accounts to us;
report their securities transactions and holdings to us on a periodic basis or as more
frequently required by the code of ethics;
certify their compliance with our code of ethics on a periodic basis;
provide us with copies of their trade confirmations and account statements or otherwise
make such information available to us through third-party reporting systems; and
report any actual or suspected violations of the code of ethics to us.
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Our code of ethics also contains policies and procedures with respect to the solicitation or acceptance of
gifts or entertainment by our employees. In general, our code of ethics requires employees to obtain
preclearance for any gift or entertainment from any person or entity that does business with us or on our
behalf if the value thereof exceeds certain thresholds identified in our code of ethics. Our code of ethics
does not prohibit employees from accepting gifts or entertainment that are based on family or close
personal relationships where the relationship was the motivating factor for the gift or entertainment.
Our code of ethics also contains policies and procedures with respect to outside business activities by our
employees. In general, our code of ethics requires employees to obtain preclearance prior to serving as a
proprietor or compensated employee, officer, director or consultant of a for-profit business that is not
related to or affiliated with us. Our code of ethics does not prohibit employees from serving as directors,
officers or representatives of organizations whose activities are charitable, civic, or tax-exempt in nature.
Our code of ethics is available to existing and prospective clients upon request. To receive a copy of our
code of ethics, please contact:
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Anna Nikiforova, Chief Compliance Officer
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
Telephone No.: (817) 332-3235
E-mail: anikiforova@lkcm.com
Participation or Interest in Client Transactions
We serve as the investment adviser to the LKCM Funds, a registered investment company consisting of
seven funds. We serve as the investment adviser for the LKCM Partnerships, and our affiliates and
related persons serve as the general partners of the LKCM Partnerships. We and/or our affiliates or
related persons serve as the general partners or managing members of the Single-Investment Partnerships.
In these capacities, we receive management fees from the LKCM Funds, the LKCM Partnerships and the
Single-Investment Partnerships and, subject to certain limitations, the general partners or managing
members of the LKCM Partnerships and the Single-Investment Partnerships, which are our affiliates or
related persons, are entitled to receive performance-based compensation from certain LKCM Partnerships
or Single-Investment Partnerships. Our principals, employees and related parties serve as directors or
officers of the LKCM Partnerships, the Single-Investment Partnerships, and their respective portfolio
companies. We and/or our principals, employees and affiliates have a significant direct or indirect
financial interest in certain separately managed portfolios, LKCM Funds, LKCM Partnerships and Single-
Investment Partnerships. We offer advice or make recommendations to qualified existing and prospective
clients regarding investing in the LKCM Funds, LKCM Partnerships or Single-Investment Partnerships.
These relationships create potential conflicts of interest because we have a financial incentive to favor
such separately managed portfolios, LKCM Funds, LKCM Partnerships and Single-Investment
Partnerships, as applicable, over other client portfolios. We furnish prospective investors with offering
documents, organizational documents and other information concerning the LKCM Partnerships or the
Single-Investment Partnerships for their consideration when making decisions to invest in the LKCM
Partnerships or the Single-Investment Partnerships, as applicable. We also provide prospective investors
with an opportunity to ask us questions prior to investing in the LKCM Partnerships or the Single-
Investment Partnerships.
We and/or our affiliates and related parties, including the LKCM Partnerships and Single-Investment
Partnerships, from time to time engage in affiliated, principal or related party transactions with clients,
including other LKCM Partnerships and Single-Investment Partnerships, in accordance with requirements
under applicable regulations and/or applicable organizational, offering and other governing documents of
such clients. In general, such requirements include making required disclosures to, and/or obtaining
consent from, applicable clients with respect to such transactions, obtaining approvals for such
transactions pursuant to the organizational, offering and governing documents of such clients, and/or
obtaining approvals with respect to such transactions from limited partners or applicable limited partner
advisory committees. These transactions present potential conflicts of interest because we and/or our
affiliates and related parties have an incentive to favor our own direct or indirect financial interests in
connection with such transactions.
Personal Trading
We and our principals, employees or affiliates purchase or sell for our own portfolios the same securities
that we purchase or sell for client portfolios. We also recommend that our clients purchase or sell the
same securities that we and/or our principals, employees or affiliates purchase or sell for our own
portfolios. We and/or our principals, employees or affiliates purchase or sell securities for our own
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portfolios at the same or different times as client portfolios. We and/or our principals, employees or
affiliates also purchase or sell securities for our own portfolios while selling or purchasing the same
securities for client portfolios. These practices create potential conflicts of interest because we and/or our
principals, employees and affiliates have an incentive to favor our own portfolios, or portfolios in which
we have a direct or indirect financial interest, over other client portfolios. We believe that we have
implemented policies and procedures that are reasonably designed to mitigate these potential conflicts of
interest. For example, our code of ethics contains policies and procedures for pre-clearing reportable
transactions in securities that may be purchased or sold for client portfolios, requiring reportable
transactions to meet specified minimum holding periods, and restricting reportable transactions during
blackout periods specified by the code of ethics.
ITEM 12 – BROKERAGE PRACTICES
Brokerage Discretion and Best Execution
In most cases, our investment management agreement with you grants us the authority to select the
brokers through which your trades are executed and to determine the commission rates to be paid to these
brokers. We may consider several factors when selecting brokers to execute your trades, including:
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the quality of executions and liquidity provided by the broker;
the ability of the broker to maintain confidentiality of client orders and order flow;
the ability of the broker to minimize market impact for client transactions;
the commission rates charged by the broker in comparison to the rates charged by other
brokers for similar transactions;
the research and brokerage services provided by the broker;
the broker’s responsiveness to orders;
the broker’s ability to obtain timely, accurate and cost-effective executions;
the ability of the broker to accurately communicate the nature of the market in a
particular security;
the broker’s execution policies and commitment to providing best execution;
the broker’s willingness and ability to access better-priced orders in electronic
communications networks on behalf of routed orders;
the frequency and amount of price improvement typically provided by the broker;
the size and volume of the broker’s order flow;
the efficiency and accuracy of the broker’s operations with regarding to settlement
procedures; and
whether or not you have provided us instructions that some or all of your trades be
directed to a broker of your choice for execution.
The commission rates paid to brokers for client transactions over which we have discretionary authority
are typically reviewed on an annual basis. We consider a number of factors when reviewing these
commission rates, including, among other factors, information regarding the commission rates generally
prevailing in the industry and at other comparable firms, third-party commission rate studies and reports,
and portfolio turnover rates for our investment strategies. Commission rates vary for discretionary client
transactions executed through full service executing brokers versus those transactions executed through
electronic communications networks or other alternative trading venues. In addition, commission rates
for client transactions over which we have discretionary authority may be greater or lower than the
commission rates paid by clients with client-directed brokerage arrangements.
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Research and Soft Dollar Benefits
We execute trades for your portfolio with brokers that provide us with research and brokerage services at
no out-of-pocket cost to us, and our receipt of the research or brokerage products and services is a factor
in our selection of brokers to execute transactions for your portfolio. Our use of commissions generated
from your securities transactions to acquire research and brokerage products and services is generally
referred to as “soft dollars.” During our last fiscal year, we acquired the following research and
brokerage products and services using soft dollars:
•
•
•
•
analyses, reports, financial publications, and other information regarding the economy,
markets, industries, securities, companies and portfolio strategy;
access to securities and industry analysts and corporate management teams;
seminars and conferences related to markets, sectors, industries, securities and
companies; and
market and economic data and other technical and quantitative information about
markets, industries, securities and companies.
The research and brokerage products and services that we receive are considered to be both proprietary
and third-party in nature. Proprietary research and brokerage products and services are created,
developed and provided by the broker executing the trades for which soft dollars are generated. Third-
party research and brokerage products and services are created and developed by a third-party but
provided by the broker executing the trades for which soft dollars are generated.
Our use of soft dollars creates conflicts of interest. When we use client commissions to acquire research
and brokerage products and services, we do not have to produce or pay for the research and brokerage
products and services with our assets. We have an incentive to select, use or recommend a broker based
on our interest in receiving research or brokerage products and services, rather than on your interest in
receiving most favorable execution. We believe that the research and brokerage products and services
provided by the brokers benefit our investment decision-making process and clients. When we use client
commissions to obtain research and brokerage products and services, we pay commissions to brokers for
your transactions that may be higher than those charged by another broker for the same transactions. The
soft dollar credits that we use to purchase eligible research and brokerage products and services are
generally calculated based on the difference between the per share commission rate charged by the
executing brokers and the per share execution-only rate charged by the executing brokers.
We generally use research and brokerage products and services acquired with soft dollars to service all of
our clients, rather than those whose commissions pay for the products and services. We do not seek to
allocate these soft dollar benefits among client portfolios proportionately to the soft dollar credits the
portfolios generate because we believe that, in the aggregate, they benefit all clients and assist us in
providing investment advisory services to clients. You may benefit from the research and brokerage
products and services that we receive even if your portfolio prohibits soft dollar transactions.
We also participate in “commission sharing arrangements” under which we receive credits from certain
brokers that execute transactions for client portfolios. We use these credits to purchase research products
and services from the executing brokers, other brokers, or third parties that provide the products and
services. We believe these arrangements benefit our investment decision-making process and clients. The
commission sharing arrangement credits that we use to purchase eligible research and brokerage products
and services are generally calculated based on the difference between the per share commission rate
charged by the executing brokers and the per share execution-only rate charged by the executing brokers.
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We have adopted policies and procedures in an effort to mitigate conflicts of interest associated with our
use of soft dollars. Under our policies and procedures, the research and brokerage products and services
we receive through soft dollars must satisfy the following conditions:
•
•
•
the research and brokerage products and services must be eligible under Section 28(e) of
the Securities Exchange Act of 1934;
our use of the research and brokerage products and services must provide us with lawful
and appropriate assistance in connection with the performance of our investment
decision-making responsibilities; and
we must determine in good faith that the amount of commissions paid to a broker for a
soft dollar arrangement is reasonable in light of the value of the products and services
provided by the broker (either in terms of a particular transaction or our overall
responsibility with respect to portfolios for which we exercise investment discretion).
Our soft dollar and commission sharing arrangements and practices are reviewed at least annually by our
Brokerage and Compliance Committee. The Brokerage and Compliance Committee reviews, among
other things, our soft dollar and commission sharing arrangements for compliance with regulatory
requirements and our policies and procedures, our soft dollar budget, brokerage allocations to soft dollar
and commission sharing arrangement brokers, and our mixed-use soft dollar allocations as described
below.
Some of the research and brokerage products and services we use may be considered “mixed-use.”
Mixed-use products and services are those that qualify as eligible research or brokerage products and
services under Section 28(e) of the Securities Exchange Act of 1934, but which are being used for both
eligible purposes (such as assisting our investment decision-making responsibilities) and ineligible
purposes (such as marketing). We make a good faith allocation of the mixed-use of any such products
and services and pay soft dollars for the eligible portion and our assets for the ineligible portion. Any
mixed-use allocations are reviewed at least annually by our Brokerage and Compliance Committee.
Although we believe our allocations of any mixed-use products and services are reasonable and made in
good faith, a potential conflict of interest exists because we have an incentive to make mixed-use
allocations that benefit our soft dollar arrangements.
Client-Directed Brokerage Arrangements
You may provide us with instructions to direct your securities transactions to a broker of your choice for
execution, such as the custodian for your portfolio. If so, we generally will not be able to negotiate
commissions or potentially achieve more favorable execution of your securities transactions. If we do not
use the broker of your choice for execution of a particular securities transaction, you may incur custodial
fees and expenses related to such transaction in addition to the underlying commissions or other amounts
paid to the executing broker for such transaction. Accordingly, clients with client-directed brokerage
arrangements may pay higher commission costs or realize less favorable prices on securities transactions
than those clients for which we have authority to select brokers. We consider wrap program clients to
have client-directed brokerage arrangements since we do not have discretion in selecting the brokers
through which trades for these clients are executed. Although we do not require you to execute
transactions through specified brokers, we generally will recommend certain brokers and/or custodians to
clients upon request as further described in this brochure.
We generally will not aggregate orders for clients with client-directed brokerage arrangements with those
for clients without such arrangements. In these instances, we generally execute transactions for clients
without such arrangements prior to executing transactions for clients that have these arrangements. As a
result, clients with client-directed brokerage arrangements may be exposed to unfavorable market
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movements or may otherwise realize less favorable prices on securities transactions than those clients for
which we have authority to select brokers.
Directed Brokerage Practices
We may execute your securities transactions through brokers that have entered distribution or selling
agreements with the LKCM Funds. Although we prohibit the practice of directing brokerage to brokers
to finance the distribution of shares of the LKCM Funds, a potential conflict of interest exists because we
have an incentive to direct brokerage to brokers for such purposes.
Trade Allocation and Aggregation
We manage your portfolio based on your investment objectives, guidelines, restrictions, tax status, risk
profile, liquidity requirements and other relevant considerations, which may overlap with those of other
clients. Although we generally execute securities transactions on behalf of our clients on a first-in, first-
out trade order basis, we generally have authority to aggregate purchase and sale orders for a particular
security in your portfolio with orders of other clients. This may enable us to prevent information leakage
by directing the entire order to a particular broker, take advantage of the larger order size to interact with
larger buyers and sellers, reduce our footprint in the market, negotiate better transaction prices, and/or
reduce transaction costs.
We have adopted policies and procedures for aggregating and allocating client securities transactions. If
each client participating in an aggregate order receives its full allocation, then each participating client
generally receives the average price per share paid or received for the purchased or sold securities with
transaction costs shared pro rata among participating clients. If each client participating in an aggregated
order receives less than its full allocation, then each participating client generally receives its pro rata
share of the executed order with transaction costs shared proportionately. Under certain circumstances,
we have discretion to use alternative allocation procedures if we believe all participating clients are
treated fairly and equitably. The circumstances under which we may use alternative allocation procedures
generally include when:
•
•
•
•
a pro rata allocation would result in one or more participating clients receiving an odd
lot of securities or less than a minimum number of securities;
a pro rata allocation would increase transaction costs or otherwise not be cost effective
for smaller participating clients;
a pro rata allocation would be inconsistent with a participating client’s investment
guidelines, available cash, or liquidity requirements; or
an alternative allocation is necessary to achieve or restore appropriate weighting in a
security for participating clients or to facilitate step-out arrangements.
The LKCM Funds, the LKCM Partnerships and other portfolios in which we and/or our principals,
employees or affiliates have a financial interest participate in aggregated orders. This creates a potential
conflict of interest because we have an incentive to allocate trades to the LKCM Funds, the LKCM
Partnerships or these other portfolios instead of our other clients.
We participate in model portfolio programs established by unaffiliated third-party sponsors for our equity
and small-mid cap investment strategies. Under our agreements with the sponsors of these programs, we
generally communicate model equity portfolios to the sponsors on a rotational basis with the execution of
trades for clients invested in our investment strategies for which we have discretionary authority.
Depending on the timing of these communications, the sponsors may execute trades for their clients
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before we execute trades for clients for which we have discretionary authority, which could result in
applicable clients realizing less favorable prices on securities transactions than those that would have been
obtained if we did not participate in such programs.
Step-Outs
We generally have authority to use step-out procedures when executing securities transactions for your
portfolio. In these circumstances, we may direct one or more executing brokers to allocate portions of
your trades to other brokers for clearance or settlement to accommodate your commission recapture
arrangements, if any, or to obtain soft dollar benefits. Accordingly, a potential conflict of interest exists
because we have an incentive to use step-out arrangements that benefit our soft dollar arrangements.
IPO Allocations
Our policies and procedures for allocating initial public offerings of equity securities among our clients
are described below.
•
Micro Cap IPOs – Micro Cap IPOs consist of initial public offerings of companies with
an estimated market capitalization of less than $700 million based on the offering price.
We allocate Micro Cap IPOs to eligible LKCM Partnerships.
•
Small Cap IPOs – Small Cap IPOs consist of initial public offerings of companies with
an estimated market capitalization between $700 million and $2 billion based on the
offering price. We allocate Small Cap IPOs among portfolios that meet the following
requirements: the portfolio has a market value of at least $10 million, the principal
investment strategy for the portfolio is investing in small cap companies, and the
portfolio does not have client-directed brokerage arrangements. Eligible LKCM Funds
and LKCM Partnerships also participate in Small Cap IPOs. Each Small Cap IPO is
allocated on a rotational basis, with each eligible portfolio receiving a 1.0% portfolio
weighting of the Small Cap IPO until the securities have been fully allocated. This
process is repeated for each Small Cap IPO, each time beginning with the next eligible
portfolio.
•
Small-Mid Cap IPOs – Small-Mid Cap IPOs consist of initial public offerings of
companies with an estimated market capitalization range between $2 billion and $3.5
billion based on the offering price. We allocate Small-Mid Cap IPOs among portfolios
that meet the following requirements: the portfolio has a market value of at least $10
million, the principal investment strategy for the portfolio is investing in small cap and/or
or mid cap companies, and the portfolio does not have client-directed brokerage
arrangements. Eligible LKCM Funds and LKCM Partnerships also participate in Small-
Mid Cap IPOs. Each Small-Mid Cap IPO is allocated on a rotational basis, with each
eligible portfolio receiving a 1.0% portfolio weighting of the Small-Mid Cap IPO until
the securities have been fully allocated. This process is repeated for each Small-Mid Cap
IPO, each time beginning with the next eligible portfolio.
•
Large Cap IPOs – Large Cap IPOs consist of initial public offerings of companies with
an estimated market capitalization over $3.5 billion based on the offering price. We
allocate Large Cap IPOs among equity and balanced portfolios that meet the following
requirements: the portfolio has a market value of at least $20 million, the portfolio is
non-taxable, and the portfolio does not have client-directed brokerage arrangements.
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Eligible LKCM Funds and LKCM Partnerships also participate in Large Cap IPOs. Each
Large Cap IPO is allocated on a rotational basis, with each eligible portfolio receiving a
1.0% portfolio weighting of the Large Cap IPO until the securities have been fully
allocated. This process is repeated for each Large Cap IPO, each time beginning with the
next eligible portfolio.
Portfolio managers for eligible portfolios have discretion to decline allocations of initial public offerings
based upon the client’s investment guidelines, objectives, restrictions, liquidity requirements, or other
relevant considerations. Under these circumstances, declined allocations are generally presented to the
portfolio manager for the next eligible portfolio. We determine portfolios eligible to participate in initial
public offerings on a quarterly basis.
Trade Errors
We have adopted policies and procedures for correcting trade errors that occur with respect to client
portfolios. We generally seek to correct trade errors prior to the settlement of the particular trade giving
rise to the error without any resulting economic impact to the applicable client. If a trade error occurs that
results in a loss for a client portfolio, we will correct the trade error and we or the broker responsible for
the trade error will bear the full amount of the loss. If a trade error occurs that results in a gain for a client
portfolio, we will correct the trade error and the gain will be credited to the client portfolio to the extent
permitted by the client’s custodian and, if not permitted by the client’s custodian, any such gain resulting
from a trade error is generally donated to a charitable organization as determined by the client’s
custodian.
ITEM 13 – REVIEW OF ACCOUNTS
Reviews
Our portfolio managers and analysts meet periodically to review our investment strategies, general
economic and market conditions and developments, specific companies and investment ideas, and
security-specific issues. Our portfolio managers regularly review and monitor investment performance,
securities holdings, sector weightings, asset allocations, and other portfolio characteristics for client
portfolios. Our client administrative officers regularly perform reconciliations, affirm trades, and perform
other administrative activities for client portfolios. Our portfolio managers periodically review and
monitor client portfolios for adherence to the portfolio’s investment strategy and guidelines. Client
portfolios may be reviewed on a more frequent basis depending on a variety of factors, such as changes in
market, political or economic conditions, contributions or withdrawals of cash or securities from a
portfolio, changes in the portfolio’s investment objectives, guidelines or restrictions, or meetings with
clients.
Reports
We provide the following reports for separately managed portfolios, the LKCM Funds, and the LKCM
Partnerships:
•
Separately Managed Portfolios – On a quarterly basis, we provide a written portfolio
review letter, portfolio statement, and economic outlook. The portfolio review letter is
written by the portfolio manager for the portfolio and generally discusses portfolio
performance and asset allocations. The portfolio statement generally identifies the
positions held in the portfolio at the end of the quarter and summarizes the unrealized
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gains and losses and income generated by the portfolio during the quarter. The economic
outlook generally provides our assessment of historical economic and market conditions
as well as our expectations concerning future economic and market conditions. If clients
request other written reports, we generally provide those reports at the intervals requested
by clients. We also provide written reports and presentations to clients during scheduled
client meetings. Clients will also receive quarterly or monthly statements from their
custodians, and we urge clients to compare our portfolio statements with those received
from their custodians.
•
LKCM Funds – Each Fund provides its shareholders with a written annual report to
shareholders, semi-annual report to shareholders, and prospectus. Each Fund may also
provide additional written reports to shareholders as required by applicable federal
securities laws, as described in its prospectus or statement of additional information, or as
determined by the board of trustees for such Fund. Additional information regarding the
LKCM Funds is made available on their websites at www.lkcmfunds.com and
www.aquinasfunds.com.
•
LKCM Partnerships – Each LKCM Partnership typically provides a written performance
letter or report and account statement to its limited partners on a quarterly or annual basis.
Each LKCM Partnership also provides audited financial statements to its limited partners
on an annual basis. Each LKCM Partnership also provides limited partners with other
written reports and information specified in its offering or organizational documents or as
determined by the general partner of such LKCM Partnership.
ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
We participate in the Schwab Advisor Network program sponsored by Charles Schwab & Co., Inc.
(“Schwab”) and compensate Schwab for referrals for separately managed portfolios received through the
program. Schwab is a broker-dealer independent of and unaffiliated with us, and Schwab is not
responsible for our management of client portfolios. We generally pay Schwab a tiered quarterly
participation fee based on a percentage of the value of assets held in Schwab custodial accounts of certain
clients and their family members that are referred to us by Schwab through the program. Except under
certain circumstances, we are also required to pay Schwab a one-time transfer fee based on the value of
assets that are transferred by certain referred clients and their family members to accounts maintained
with custodians other than Schwab. The one-time transfer fee may exceed the participation fees for
applicable referred client portfolios. Referred clients and their family members are not responsible for
paying these fees, which we pay directly to Schwab using our own resources. We do not charge extra
management fees on client portfolios solely because they were referred to us through the program. Our
participation in the program creates a potential conflict of interest because we have an incentive to
encourage referred clients and their family members to maintain their custodial accounts with Schwab.
Our participation in the program does not affect our duty to seek best execution for referred clients as
further described in this brochure. Although we do not require our non-program clients to maintain their
custodial accounts with Schwab, we generally recommend that such clients do so in response to requests
from such clients seeking custodians for their portfolios. Schwab generally does not charge our clients
separate custodial account fees, but instead is compensated through commissions or other transaction-
related fees, if any, for securities transactions executed through Schwab, which commissions and fees, if
any, are generally lower than those paid by clients with non-Schwab custodial accounts as a result of the
amount of assets under management that our clients hold through Schwab custodial accounts.
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We have entered into a solicitation agreement with Aureus Partners, Inc. (“Aureus”) to solicit, on a non-
exclusive basis, qualified prospective clients as mutually agreed upon by us and Aureus for our
international equity investment strategy and such other of our investment strategies as we may agree from
time to time. Under the solicitation agreement, we pay Aureus a cash solicitation fee equal to twenty
percent (20%) of the management fees that we receive attributable to eligible clients and investment
strategies covered by the solicitation agreement. Pursuant to the solicitation agreement, Aureus is
responsible for maintaining compliance with all applicable laws, rules and regulations in connection with
the services it provides under the solicitation agreement. We do not charge extra management fees on
client portfolios solely because they were referred to us through Aureus or due to Aureus being eligible
for compensation under the solicitation agreement with respect to those client portfolios. The solicitation
arrangement with Aureus creates a potential conflict of interest because our management fees will
increase to the extent that we retain, add or expand our relationships with clients as a result of the
solicitation agreement with Aureus.
We have entered into an agreement with TPB Wealth Advisors, LLC and its parent Texas Partners Bank
(collectively, “TPB”). Under the agreement, we purchased investment management agreements that TPB
had entered into with certain of its clients, we agreed to pay TPB referral fees based upon the
management fees that we receive from those clients whose investment management agreements we
acquired from TPB, and we agreed to retain TPB to solicit, on a non-exclusive basis, qualified
prospective clients as mutually agreed upon by us and TPB for our investment strategies, including,
without limitation, the LKCM Partnerships and Single-Investment Partnerships. Under the agreement, we
pay TPB referral fees ranging between 10-20% of the management fees that we receive that are
attributable to clients whose investment management agreements we acquired from TPB. In addition, we
pay TPB referral fees ranging between 10-20% of the management fees that we receive from eligible
clients that are referred to us by TPB. Pursuant to the agreement, TPB is responsible for maintaining
compliance with all applicable laws, rules and regulations in connection with the services it provides
under the agreement. We do not charge extra management fees on client portfolios solely because they
were referred to us through TPB or due to TPB being eligible for compensation under the agreement with
respect to those client portfolios. The arrangement with TPB creates a potential conflict of interest
because our management fees will increase to the extent that we retain, add or expand our relationships
with clients as a result of the agreement with TPB.
We pay compensation from our own resources to financial intermediaries in connection with the
distribution and sale of shares of the LKCM Funds and as compensation for shareholder-related services,
such as administrative, sub-transfer agency, recordkeeping and other related shareholder services. We
also pay compensation to financial intermediaries to make shares of the LKCM Funds available to
investors through fund platforms or similar programs or for services provided in connection with these
platforms or similar programs. These payments generally benefit us and the LKCM Funds by providing
financial intermediaries with an incentive to recommend sales of shares of the LKCM Funds over other
potential investments. We are reimbursed by Quasar Distributors, LLC, the principal underwriter for the
LKCM Funds, for eligible portions of the compensation that we pay to financial intermediaries pursuant
to distribution plans, shareholder servicing and sub-transfer arrangements, and related agreements
implemented by the LKCM Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940
and policies and procedures approved by the board of trustees of the LKCM Funds.
We have entered into a servicing arrangement with an affiliated entity that is wholly owned by us and
certain of our supervised employees. Under the arrangement, the affiliated entity is entitled to receive
compensation from us for non-advisory business development, marketing and client relationship services
provided by these employees, which compensation is subject to certain conditions and is based on the
profitability of our operations with which these employees are associated. A potential conflict of interest
exists because we or these employees have an incentive to provide investment advisory services or make
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recommendations or provide non-advisory services under the servicing arrangement that impacts the
compensation payable to the affiliated entity under the servicing arrangement.
ITEM 15 – CUSTODY
If we manage a separate portfolio for you, we do not have physical custody of your assets or provide
custodial services to you. In order for us to manage your portfolio, you must establish a custodial account
with a qualified custodian, such as a bank, brokerage firm, or trust company. You should receive
statements directly from your custodian at least quarterly. We also provide our portfolio statements to
you on a quarterly basis. We urge you to review your custodial statements carefully and compare them to
the portfolio statements that we provide you. The information in your custodial statements and the
statements that we provide you may differ based on accounting procedures, reporting dates, or valuation
methodologies of certain securities. Your custodial statement is the official record of your portfolio for
tax purposes. Please contact us if you do not receive timely account statements from your custodian.
Although we do not have physical custody of assets in your portfolio, we may be deemed to have
constructive custody over your portfolio under the federal securities laws due to various factors, including
because our investment management agreement typically permits us to deduct management fees from
your portfolio. In this case, we generally submit an invoice for our management fees directly to your
custodian, and we generally send you a quarterly statement identifying the amount of the management fee
and the manner in which it was calculated.
Although the securities and assets of the LKCM Partnerships and Single-Investment Partnerships are held
with qualified custodians, we generally are deemed to have constructive custody over these securities and
assets because our affiliates or related persons serve as the general partners or managing members of the
LKCM Partnerships and Single-Investment Partnerships. Investors in the LKCM Partnerships and
Single-Investment Partnerships will not receive statements from the custodians of the LKCM Partnerships
or the Single-Investment Partnerships. Instead, the LKCM Partnerships and Single-Investment
Partnerships are subject to annual audit by independent public accounting firms that are registered with,
and subject to regular inspection by, the Public Company Accounting Oversight Board. These audited
financial statements are prepared in accordance with generally accepted accounting principles and
distributed to investors of the LKCM Partnerships and the Single-Investment Partnerships on an annual
basis.
ITEM 16 – INVESTMENT DISCRETION
We provide discretionary investment management services to our clients. This means that our investment
management agreement with you typically authorizes us to make investment decisions for your portfolio
without your consent, such as determining the securities to be bought or sold for your portfolio, the broker
to be used for such purchases or sales, and the commission rates to be paid to brokers for such purchases
or sales.
You may limit our discretionary authority by providing written instructions to us. For example, you may
restrict our ability to purchase securities of selected companies on your behalf or you may provide us with
socially responsible investment restrictions for your portfolio.
We do not provide legal advice or act on behalf of our clients in connection with any legal proceedings,
such as class actions or bankruptcies, involving companies whose securities are held or were previously
held in client portfolios. We consider the decision to participate in such actions or matters to be legal
matters requiring legal advice and we do not render legal advice to our clients. Although we may assist
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clients in preparing documentation related to these matters, clients must ultimately determine whether or
not to participate in any such legal proceedings.
Investors in the LKCM Partnerships generally grant the applicable general partner a limited power of
attorney to enable the general partner to execute the partnership agreement (and any amendments thereto)
and perform certain other activities on their behalf. The scope of this limited power of attorney is further
described in the organizational and offering documents for the applicable LKCM Partnership.
ITEM 17 – VOTING CLIENT SECURITIES
Our investment management agreement with you generally provides that we will vote proxies for
securities held in your portfolio according to our proxy voting policy. Under our policy, we have engaged
Institutional Shareholder Services, Inc. (“ISS”) as our proxy voting administrator. As our proxy voting
administrator, ISS provides the following services to us with respect to proxy voting:
research and make proxy vote recommendations;
receive, vote and submit proxies for our clients in a timely manner;
maintain records of proxy statements and provide copies upon request;
maintain records of proxy votes cast; and
handle other administrative functions of proxy voting.
•
•
•
•
•
Our proxy voting policy generally provides that we will automatically vote proxies consistent with the
applicable ISS voting guidelines in effect at the time of the applicable proxy vote in an effort to mitigate
any potential conflicts of interest between us and our clients with respect to proxy voting. If the
applicable ISS voting guidelines do not address how a proxy should be voted, we will vote the proxy
consistent with any recommendations that ISS has provided. We may vote proxies in a manner that is
inconsistent with the applicable ISS voting guidelines if we determine that doing so is in the best interest
of our clients and is not the result of a material conflict between our interests and those of applicable
clients. Conflicts of interest may arise in the proxy voting process. If we determine that a material
conflict of interest exists between us and our clients with respect to any particular proxy solicitation, we
will generally seek to resolve the conflict by one of the following:
•
•
if ISS makes a voting recommendation for the solicitation, we will not take any action
and the proxy will be voted based on the ISS voting recommendation;
we may disclose the conflict to you and obtain written direction from you on how to vote
the proxy; or
we may engage an independent third party to determine how to vote the proxy.
•
We will accept proxy voting instructions from you with respect to particular proxy solicitations. We will
not vote proxies for you if you withhold this authority under our investment management agreement with
you or if you provide proxy voting instructions to us. If you withhold proxy voting authority from us, you
should make arrangements with your custodian to directly receive your proxy solicitations. We generally
will not vote proxies for you if you engage in a securities lending program through your custodian and the
applicable securities were loaned by you on the record date for the proxy. In addition, we generally will
not vote proxies for you if we do not receive a meeting notice in sufficient time to enable us to process
your proxy.
You may obtain a copy of our proxy voting policy, information regarding votes we cast with regards to
securities in your portfolio, or information about specific proxy solicitations by contacting us at:
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Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
Attn: Anna Nikiforova
Telephone No.: (817) 332-3235
E-mail: anikiforova@lkcm.com
ITEM 18 – FINANCIAL INFORMATION
Not applicable.
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