Exhibit 8(b)
TRANSFER AGENT CONTRACT
TRANSFER AGENT CONTRACT (this "AGREEMENT"), dated this 20th day of March,
1998, between WM Trust I (the "Trust"), a Massachusetts business trust, and WM
Shareholder Services, Inc. (the "Transfer Agent"), a Washington corporation.
WITNESSETH
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WHEREAS, the Trust is a diversified, open-end series management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940" Act); and
WHEREAS, the Trust is authorized to issue shares in separate series
representing a separate portfolio of securities and other assets (being referred
to hereinafter as a "Fund");
WHEREAS, each Fund desires the Transfer Agent to perform the services set
forth in Schedule A attached hereto and incorporated herein by reference, and
the Transfer Agent is willing to perform such services;
NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:
The Transfer Agent shall perform for the Fund the services set forth
in Schedule A for a monthly fee as set forth in Schedule B attached hereto and
incorporated herein by reference.
The Fund agrees to reimburse the Transfer Agent for postage, the
procurement and/or printing of statements, envelopes, checks, reports, tax
forms, proxies, or other forms of printed material required in the performance
of its services to the Fund under this Agreement.
The Fund agrees to reimburse the Transfer Agent for all freight and
other delivery charges and insurance or bonding charges incurred by the Transfer
Agent in delivering materials to and from the Fund and its shareholders
("Shareholders").
The Fund agrees to reimburse the Transfer Agent for all direct
telephone expenses incurred by the Fund in calling Shareholders regarding their
Fund transactions, accounts, and for any other Fund business.
The Fund agrees that all computer programs and procedures developed to
perform services required under this Agreement are the property of the Transfer
Agent and the Transfer Agent agrees that all records and other data, except
computer programs and procedures, are the property of the Fund. The Transfer
Agent agrees that it will furnish all records and other data as
may be requested to the Fund immediately upon termination of this Agreement for
any reason whatsoever.
The Transfer Agent agrees to treat all records and other information
relative to the Fund with utmost confidence and further agrees that all records
maintained by the Transfer Agent for the Fund shall be open to inspection and
audit at reasonable times by the officers, agents or auditors employed by the
Fund and that such records shall be preserved and retained by the Transfer Agent
so long as this agreement shall remain in effect.
The Transfer Agent shall not be liable for any damage, loss of data,
delay or any other loss caused by any such power failure or machine breakdown,
except that the Transfer Agent shall be liable for actual out-of-pocket costs
caused by any such power failure or machine breakdown, and the Transfer Agent
shall recover the data in process that is assumed lost during any power failure
or machine breakdown.
The Transfer Agent will maintain in force through the duration of this
Agreement a fidelity bond in a face amount not less than $1,000,000 written by a
reputable insurance company, covering theft, embezzlement, forgery and other
acts of malfeasance by the Transfer Agent, its employees, or agents in
connection with services performed for the Fund.
This agreement may be terminated without the payment of any penalty by
either party upon (180) days' written notice thereof given by the Fund to the
Transfer Agent and upon one hundred eighty (180) days' written notice thereof
given by the Transfer Agent to the Fund.
Any notice shall be officially given when sent by registered or
certified mail by either party to the foregoing addresses, provided that either
party may notify the other by regular mail of any changed address to which such
notices should be sent.
This Agreement constitutes the entire Agreement between the parties
and shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts and shall inure to the benefit of the parties
hereto and their respective successors.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is executed by an officer of the Trust on behalf of
the trustees of the Trust, as trustees and not individually, on further behalf
of the Fund, and that the obligations of this Agreement shall be binding upon
the assets and properties of the Fund only and shall not be binding upon the
assets and properties of any other series of the Trust or upon any of the
trustees, officers, employees, agents or shareholders of the Fund or the Trust
individually.
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IN WITNESS WHEREOF, the parties hereto cause this Agreement to be executed
by their officers designated below as of the date first above-written.
WM TRUST I, on behalf of its series
BOND & STOCK FUND
GROWTH & INCOME FUND
INCOME FUND
U.S. GOVERNMENT SECURITIES FUND
TAX-EXEMPT BOND FUND
MONEY MARKET FUND
TAX-EXEMPT MONEY MARKET FUND
NORTHWEST FUND
HIGH YIELD FUND
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
WM SHAREHOLDER SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
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SCHEDULE A
I. Shareholder Services
A. Maintain all Shareholder records on electronic data processing
equipment, including:
1. Share balances
2. Account transaction history
3. Names and addresses
4. Distribution records
5. Transfer records
6. Over-all control records
B. New Accounts
1. Deposit all monies received into a Fund custody account
maintained by the Fund's custodian.
2. Set up account according to Shareholders' instructions
3. Issue and mail shareholder confirmations
C. Additional Purchases
1. Deposit monies received into a Fund custody account maintained by
the Fund's custodian.
2. Issue Shareholder confirmations
D. Redemptions
1. Liquidate shares upon Shareholder request
2. Make payments of redemption proceeds in accordance with the
Fund's then current prospectus.
3. Issue and mail Shareholder confirmation
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E. Transfer shares as requested, including obtaining necessary papers and
documents to satisfy transfer requirements. On irregular transfers
requiring special legal opinions, such special legal fees, if any, are
to be paid for by the Fund.
F. Process changes, corrections of addresses and registrations
G. Maintain service with Shareholders as follows:
1. Activity required to receive, process and reply to Shareholders'
correspondence regarding account matters
2. Refer correspondence regarding investment matters to the Fund
with sufficient account data to answer
3. Contact Shareholders directly to settle problems and answer
questions
H. Compute distributions, dividends and capital gains
1. Make payment or reinvest in additional shares as directed by
shareholders according to provisions of the Fund's then current
prospectus
2. Advise each Shareholder of the amount of dividends received and
tax status annually
I. Produce transcripts of shareholder account history as required
J. Maintain the controls associated with the computer programs and manual
systems to arrive at the Fund's total shares outstanding
K. Receive mail and perform other administrative functions relating to
transfer agent work
II. Other Services
A. Mailing services to shareholders
B. Services in connection with any stock splits
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C. Develop special reports for Fund officers regarding statistical and
accounting data pertaining to the Fund. Fund shall pay for out-of-
pocket expenses charged by vendors to develop such reports or portions
thereof
D. Voice response unit
E. NSCC support
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SCHEDULE B: MONTHLY SHAREHOLDER SERVICING FEES
March 20, 1998
Bond & Stock Fund
Growth & Income Fund
Northwest Fund
Income Fund
Tax-Exempt Bond Fund
U. S. Government Securities Fund
High Yield Fund
Money Market Fund
First 25,000 accounts
Each additional account
Tax-Exempt Money Market Fund
First 25,000 accounts
Each additional account
Fees Include Fee Per Account Per Month
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Class B & S
Class A If Outstanding
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$1.25 $1.35
$1.25 $1.35
$1.25 $1.35
$1.45 $1.55
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$1.45 $1.55
$1.45 $1.55
$1.45 $1.55
$1.85 $1.95
$1.55 $1.65
$1.85 $1.95
$1.55 $1.65
Shareholder and Broker Servicing
Transaction Processing, Correspondence, and Research
Settlement and Reconciliation
Corporate Actions
Tax Reporting and Compliance
NSCC Support
Management Company and Broker/Dealer Support
Asset Allocation Processing for all distribution channels
Additional charges will be made for out-of-pocket expenses according to
Schedule C.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
The Funds shall reimburse the Transfer Agent monthly for applicable out-of-
pocket expenses, including, but not limited to the following items:
NSCC charges
Banking fees
Voice response unit
Microfiche/Microfilm/Image production
Magnetic media tapes and freight
Printing costs, including certificates, envelopes, checks and stationery
Postage (bulk, pre-sort, ZIP+4, bar-coding, first class) direct pass
through to the Funds
Due diligence mailings
Telephone and telecommunication costs, including all lease, maintenance
and line costs
Ad hoc reports
Shareholder transcripts
Proxy solicitations, mailings and tabulations
Daily & Distribution advice mailings
Shipping, Certified and Overnight mail and insurance
Year-end form production and mailings
Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
Duplicating services
Courier services
Incoming and outgoing wire charges
Federal Reserve charges for check clearance
Overtime, as approved by the Funds
Temporary staff, as approved by the Funds
Travel and entertainment, as approved by the Funds
Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
Third party audit reviews
Ad hoc programming time
Insurance
Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this Agreement
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