EXHIBIT (e)(2)
BROKER-DEALER AGREEMENT
___________, 200__
This Broker-Dealer Agreement (the "Agreement") is made and entered into
between WM Funds Distributor, Inc. ("WMFD"), a Washington corporation having its
principal business offices at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxxxxx 00000, and the undersigned broker-dealer ("Selling Broker-Dealer").
WITNESSETH:
WHEREAS, the investment companies identified on Schedule A (each a
"Trust" and jointly the "Trusts") for which WMFD, WM Advisors, Inc. ("WMA") or
any other entity controlling, controlled by, under common control with or
affiliated with WMFD acts as investment adviser, administrator or distributor,
each of which is a management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), offers units of beneficial
interest ("shares") of a number of the Trusts' series (each a "Fund"), each with
its own investment objective and strategies;
WHEREAS, each Fund offers one or more classes of shares which may
include Class A shares ("Class A Shares"), Class B shares ("Class B Shares") and
Class C shares ("Class C Shares") (collectively referred to from time to time as
the "Shares) subject to distribution plans (the "Class A, Class B and Class C
Distribution Plans") adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940;
WHEREAS, each Fund has entered into one or more distribution agreements
with WMFD (the "Distribution Agreement") for the distribution by WMFD of the
Class A Shares and, for certain Funds, Class B and Class C Shares;
WHEREAS, Selling Broker-Dealer desires to agree with WMFD to sell
Shares to the customers of the Selling Broker-Dealer;
WHEREAS, WMFD and the Selling Broker-Dealer desire to provide for the
payment of sales loads, commissions, distribution fees and/or shareholder
service fees to Selling Broker-Dealer with respect to sales of Shares and
related shareholder services;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is hereby agreed by and between the parties hereto as follows:
1. Definition of Terms. As used herein, the term "Prospectus" means the
prospectuses and, unless the context otherwise requires, related
statements of additional information incorporated therein by reference,
as the same are amended and supplemented from time to time, of each of
the respective Funds and each of the respective classes of Shares of
the respective Funds; the term "Business Day" means any day on which
the New York Stock
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Exchange is open; and the term "principal underwriter" has the
definition provided in the 1940 Act.
2. Selling Broker-Dealer shall use its best efforts to sell Shares that
are now or hereafter available for sale to customers of Selling
Broker-Dealer. Selling Broker-Dealer shall be responsible for opening,
approving and monitoring accounts for its customers that purchase
Shares (the "Customers") and for the review and supervision of these
accounts, all in accordance with the rules of the Securities and
Exchange Commission ("SEC") and the Conduct Rules of the National
Association of Securities Dealers, Inc. (the "NASD Conduct Rules"). In
no transaction involving Shares shall Selling Broker-Dealer have any
authority to act as agent for the Funds or WMFD.
3. All orders for the purchase of Class A Shares of the Funds shall be
executed at the then current public offering price per Share (i.e., the
net asset value per Share plus the applicable sales charge, determined
in accordance with the provisions of the Prospectus) and all orders for
the redemption of Class A Shares of the Funds shall be executed at the
net asset value per Share less any applicable contingent deferred sales
charge determined in accordance with the provisions of the Prospectus.
All orders for the purchase of Class B Shares shall be at net asset
value and all orders for the redemption of Class B Shares shall be
executed at the net asset value per Share less any applicable
contingent deferred sales charge determined in accordance with the
provisions of the Prospectus. All orders for the purchase of Class C
Shares shall be at the applicable public offering price per Share and
all orders for the redemption of Class C Shares shall be executed at
the net asset value per Share less any applicable contingent deferred
sales charge determined in accordance with the provisions of the
Prospectus. The minimum initial purchase order shall be as set forth in
the appropriate Prospectus. Unless otherwise mutually agreed in writing
between WMFD and Selling Broker-Dealer, each transaction for Shares
shall be promptly confirmed in writing to the Customer on a fully
disclosed basis and a copy of each confirmation shall be sent
simultaneously to Selling Broker-Dealer. Selling Broker-Dealer agrees
that upon receipt of such duplicate confirmations, Selling
Broker-Dealer shall examine the same and promptly notify the Transfer
Agent and WMFD of any errors or discrepancies that Selling
Broker-Dealer discovers and shall promptly bring to the attention of
the Transfer Agent and WMFD any errors in such confirmations claimed by
any Customers.
4. The Funds and WMFD have each reserved the right to refuse at any time
or times to sell any of the Shares for any reason, and the Funds and
WMFD have each reserved the right to refuse at any time to accept an
order for purchase of Shares for any reason. In ordering Shares,
Selling Broker-Dealer shall rely solely and conclusively on the
representations contained in the Prospectus of the relevant Fund.
Selling Broker-Dealer agrees that Selling Broker-Dealer shall not offer
or sell any Shares, except in compliance with the NASD Conduct Rules
and all applicable federal and state laws and the rules and regulations
of applicable regulatory agencies or authorities (including, in the
case of offers made to or through plans qualified under Section 403(b)
or Section 401(a) of the Internal Revenue Code of 1986 (the "Code"), as
amended, any written directives of the sponsor of such plan, and in the
case of an account intended to qualify under Section 408 of the Code,
any written directives of the owner or beneficiary of such account, and
in the case of an account intended to qualify under Section 530 of the
Code or Section 220 of
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the Code, the individual designated in the agreement as responsible for
investment decisions). In connection with offers to sell, and sales of,
Shares, Selling Broker-Dealer agrees to deliver or cause to be
delivered to each person to whom any such offer or sale is made, at or
prior to the time of such offer or sale, a copy of the relevant
prospectus, and upon request, the relevant statement of additional
information.
Selling Broker-Dealer further agrees to obtain for each Customer to
whom Selling Broker-Dealer sells Shares any taxpayer identification
number certification required under Section 3406 of the Internal
Revenue Code of 1986, as amended (the "Code") or any successor
provision, and the regulations thereunder, and to provide WMFD or
WMFD's designated agent with timely written notice of any failure to
obtain such taxpayer identification number certification in order to
enable the implementation of any required backup withholding in
accordance with Section 3406 of the Code or any successor provision and
the regulations thereunder.
Unless otherwise mutually agreed in writing between WMFD and Selling
Broker-Dealer, WMFD shall deliver or cause to be delivered to each
Customer that purchases Shares through Selling Broker-Dealer copies of
all annual and interim reports, proxy solicitation materials and any
such other information and materials relating to the relevant Fund or
class of Shares thereof and prepared by or on behalf of WMFD, a Fund,
its investment adviser, investment sub-adviser, custodian, transfer
agent or dividend disbursing agent for the purpose of distribution to
such Customer. WMFD agrees to supply Selling Broker-Dealer with copies
of the Prospectus, annual reports, interim reports, proxy solicitation
materials and any such other information and materials relating to each
Fund and each class of Shares in reasonable quantities upon request.
Selling Broker-Dealer acknowledges that any materials or information
that WMFD furnishes to Selling Broker-Dealer, other than Prospectuses,
annual and interim reports to shareholders and proxy solicitation
materials prepared by the Fund, are the sole responsibility of WMFD and
not the responsibility of the Fund.
5. Selling Broker-Dealer shall not make any representation concerning any
Shares or class of Shares other than those contained in the relevant
Prospectus or in any promotional materials or sales literature
furnished to Selling Broker-Dealer by WMFD. Selling Broker-Dealer shall
not furnish, or cause to be furnished, to any person, or display or
publish, or cause to be displayed or published, any information or
materials relating to any Fund or class of Shares (including, without
limitation, promotional materials and sales literature, advertisements,
press releases, announcements, statements, posters, signs or other
similar materials), except such information and materials as may be
furnished to Selling Broker-Dealer by WMFD and such other information
and materials as may be approved in writing by WMFD. Selling
Broker-Dealer acknowledges that customers choosing between classes
should carefully consider the fee structures of the classes in order to
determine the most appropriate investment class. In many cases,
customers planning to purchase $250,000 or more of Shares will pay
lower aggregate charges and expenses by purchasing Class A Shares. In
accordance with the NASD Conduct Rules, Selling Broker-Dealer shall
have reasonable grounds for believing that the recommendation of Shares
is suitable based upon reasonable efforts to obtain appropriate
suitability information from the Customer.
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6. In determining the amount of any dealer allowance or sales commission
payable to Selling Broker-Dealer hereunder, WMFD reserves the right to
exclude any sales which WMFD reasonably determines are not made in
accordance with the terms of the applicable Prospectus and the
provisions of this Agreement. Unless, at the time of transmitting an
order, Selling Broker-Dealer advises WMFD or the Transfer Agent to the
contrary, the Shares ordered will be deemed to be the total holdings of
the Customer for whom the order is transmitted.
7. (a) In accordance with the terms of the applicable
Prospectus, a reduced sales charge may be available to Customers that
purchase Class A Shares based on the total value (determined using
current net asset value) of (i) current purchases plus (ii) Shares that
are already beneficially owned at the time of purchase by the Customer
and which were purchased subject to an initial or contingent deferred
sales charge. Certain purchases made by a Customer and certain other
persons (for example, a Customer's spouse and minor children), as set
forth from time to time in the applicable Prospectus, may be combined
for purposes of qualifying for a reduced sales charge on Class A Shares
purchased. In each case where a reduced sales charge is applicable,
Selling Broker-Dealer agrees to furnish to the Transfer Agent
sufficient information to permit confirmation of qualification for the
reduced sales charge, and acceptance of the purchase order is subject
to such confirmation. The foregoing sales charge reductions may be
modified or terminated at any time at the sole discretion of each Fund.
(b) Selling Broker-Dealer acknowledges that certain
classes of investors may be entitled to purchase Class A Shares at net
asset value, without a sales charge, as from time to time provided in
the applicable Prospectus.
(c) Selling Broker-Dealer agrees, with respect to the
Class A Shares, to advise WMFD promptly at WMFD's request as to the
amount of any and all sales by Selling Broker-Dealer qualifying for a
reduced sales charge or no sales charge.
(d) Each exchange of Shares (the investment of the
proceeds from the redemption of Shares of one class of a Fund in the
Shares of another class of Shares of the same Fund or the same or
Shares of another Fund) shall, where available, be made in accordance
with, and subject to, the terms of the Prospectus, including the right
of a Fund to suspend sales.
8. The procedures relating to orders and the handling thereof will be
subject to the terms of the Prospectus and to instructions received by
Selling Broker-Dealer from WMFD or the Transfer Agent from time to
time. No conditional orders will be accepted. Selling Broker-Dealer
agrees that purchase orders placed by Selling Broker-Dealer will be
made only for the purpose of covering purchase orders already received
from Customers and that Selling Broker-Dealer will not make purchases
of Shares for any other securities dealer or broker. Selling
Broker-Dealer shall place purchase orders from Customers with WMFD or
the Transfer Agent immediately and shall not withhold the placement of
such orders so as to profit Selling Broker-Dealer; provided, however,
that the foregoing shall not prevent the purchase of Shares by Selling
Broker-Dealer for bona fide investment by Selling Broker-Dealer itself.
Selling Broker-Dealer agrees that Selling Broker-Dealer shall not
effect any transactions (including, without limitation, any purchases
and
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redemptions) in any Shares registered in the name of, or beneficially
owned by, any Customer unless such Customer has granted Selling
Broker-Dealer full right, power and authority to effect such
transactions on behalf of such Customer.
9. To the maximum extent permitted by applicable law, WMFD, the Funds, the
Transfer Agent and the respective officers, directors or trustees,
agents, employees and affiliates of WMFD, the Funds and the Transfer
Agent (collectively the "indemnified persons") shall not be liable for
and shall be fully indemnified and held harmless by Selling
Broker-Dealer from and against any and all liabilities, claims, losses,
damages, costs, settlements and expenses in any way arising out of or
connected with any failure by Selling Broker-Dealer to comply with the
terms of this Agreement or any act or omission, including, without
limitation, any material misstatement, by Selling Broker-Dealer in
connection with any orders or solicitation of orders of or transactions
in Shares that may be incurred by any indemnified person. Shares shall
be offered and sold only in the states and other jurisdictions in which
WMFD has indicated in writing that such offers and sales can be made
and in which Selling Broker-Dealer is legally qualified and permitted
to so act.
WMFD agrees to indemnify and hold harmless Selling Broker-Dealer, its
respective officers, employees and directors from and against any and
all claims, liabilities, expenses or losses in any way arising out of
or connected with the negligent, reckless or intentional conduct of
WMFD or its affiliates, officers, representatives or employees or in
any way arising out of or connected with any breach of any
representation, warranty, covenant or agreement made by WMFD in this
Agreement or in any way connected with any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus of any
Fund or arising out of or based upon any omission or alleged omission
to state therein a material fact required to be stated in order for the
statements made therein not to be misleading.
The indemnification obligations contained in this Section 9 shall
survive the termination of this Agreement.
10. (a) Selling Broker-Dealer agrees that payment for orders
from Selling Broker-Dealer for the purchase of Shares will be made in
accordance with the terms of the Prospectus.
(b) On or before the settlement date of each purchase
order for Class A or Class C Shares, Selling Broker-Dealer shall either
(i) remit to an account designated by WMFD with the Transfer Agent an
amount equal to the then current public offering price of such Class A
or Class C Shares being purchased, less the dealer allowance, if any,
that shall be payable by WMFD to Selling Broker-Dealer with respect to
such purchase order as determined by WMFD in accordance with the terms
of the applicable Prospectus, or (ii) remit to an account designated by
WMFD with the Transfer Agent an amount equal to the then-current public
offering price of such Class A or Class C Shares as determined by WMFD
in accordance with the terms of the applicable Prospectus, in which
case Selling Broker-Dealer's dealer allowance, if any, with respect to
such purchase order, as determined by WMFD in accordance with the terms
of the applicable Prospectus, shall be payable to Selling Broker-Dealer
within one month. If payment for any purchase order for Class A or
Class C Shares is not received in accordance with the terms of the
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applicable Prospectus, WMFD reserves the right, without notice, to
cancel the sale, and Selling Broker-Dealer shall be responsible for any
loss sustained as a result thereof.
(c) On or before the settlement date of each purchase
order for Class B Shares, Selling Broker-Dealer shall either (1) remit
to an account designated by WMFD with the Transfer Agent an amount
equal to (i) the net asset value of such Class B Shares being
purchased, less (ii) a Sales Commission (as defined below) that shall
be payable by WMFD to Selling Broker-Dealer with respect to such
purchase order, or (2) remit to an account designated by WMFD with the
Transfer Agent an amount equal to the net asset value of such Class B
Shares, in which case the Sales Commission with respect to such
purchase order shall be payable to Selling Broker-Dealer by WMFD within
one month. Until changed by notice from WMFD, "Sales Commission" shall
mean an amount equal to (1) 4.0% of the net asset value of Shares being
purchased subject to a contingent deferred sales charge payable at any
time during the five-year period following purchase, or (2) 3.0% of the
net asset value of Shares being purchased subject to a contingent
deferred sales charge payable at any time during the four-year period
following purchase. WMFD will pay or cause to be paid to the Funds the
net asset value of such Shares being purchased. If payment for any
purchase order for Class B Shares is not received in accordance with
the terms of the applicable Fund Prospectus, WMFD reserves the right,
without notice, to cancel the sale and Selling Broker-Dealer shall be
responsible for any loss sustained as a result thereof.
(d) If any Shares sold under the terms of this Agreement
are tendered for redemption within seven (7) Business Days after
confirmation of Selling Broker-Dealer's purchase order for such Shares,
Selling Broker-Dealer shall forthwith refund to WMFD the full dealer
allowance or Sales Commission received by Selling Broker-Dealer on the
sale.
(e) In addition to the fees set forth above in this
paragraph 10, WMFD agrees, subject to the other terms and conditions of
this Agreement, to pay Selling Broker-Dealer a service fee, and Selling
Broker-Dealer agrees to accept the same as full payment for the
services described in Section 11 hereof, accrued daily and payable
monthly at the annual rate of 0.25% of the average daily net assets of
Shares of the Customers for which Selling Broker-Dealer is designated
as the dealer of record. WMFD reserves the right to change the rate at
which such service fee is paid upon fifteen (15) days prior written
notice to Selling Broker-Dealer. Accrual of such service fee will
commence after such Shares are held for three months (for Class A
Shares) or thirteen months (for Class B and Class C Shares) and average
daily net assets of all Shares of Customers are at a level of $100,000.
Selling Broker-Dealer acknowledges that such fee will be paid solely
from monies received by WMFD under the Distribution Agreement entered
into pursuant to the Class A, Class B and Class C Distribution Plans;
accordingly, any obligation of WMFD to pay Selling Broker-Dealer any
service fee shall not arise unless and until WMFD receives from the
relevant Fund monies intended to be used by WMFD for such purpose and
in amounts sufficient for such purpose. Under the Class A, Class B and
Class C Distribution Plans, each Fund is authorized to make
expenditures of Fund assets for various distribution and support
services. Selling Broker-Dealer understands and agrees that (i) all
service fees are subject to the limitations contained in the
Distribution
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Agreement and the Class A, Class B and Class C Distribution Plans,
which may be amended or terminated at any time, and (ii) Selling
Broker-Dealer's failure to provide services as agreed in Section 11
hereof will render Selling Broker-Dealer ineligible to receive service
fees.
11. Selling Broker-Dealer will provide shareholder servicing, such as, but
not limited to, responding to Customer inquiries and providing account
information. WMFD will provide personnel during normal business hours
to provide information about the Funds in response to Customer
inquiries.
12. Selling Broker-Dealer hereby represents and warrants that: (a) Selling
Broker-Dealer is a corporation, partnership or other entity duly
organized and validly existing in good standing under the laws of the
jurisdiction in which Selling Broker-Dealer is organized; (b) the
execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all
necessary action and all other authorizations and approvals (if any)
required for Selling Broker-Dealer's lawful execution and delivery of
this Agreement and Selling Broker-Dealer's performance hereunder have
been obtained; and (c) upon execution and delivery by Selling
Broker-Dealer, and assuming due and valid execution and delivery by
WMFD, this Agreement will constitute a valid and binding agreement,
enforceable against Selling Broker-Dealer in accordance with its terms.
13. Selling Broker-Dealer further represents and warrants that Selling
Broker-Dealer is a registered broker-dealer and a member of the NASD
and, with respect to any sales in the United States, Selling
Broker-Dealer agrees to abide by the NASD Conduct Rules. Selling
Broker-Dealer agrees to comply with all applicable federal and state
laws, rules and regulations. WMFD agrees to inform Selling
Broker-Dealer, upon request, as to the states in which WMFD believes
the Shares have been registered or qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such
states, but WMFD shall have no obligation or responsibility to make
Shares available for sale to Customers in any jurisdiction. Selling
Broker-Dealer agrees to notify WMFD immediately in the event of Selling
Broker-Dealer's expulsion or suspension from the NASD. Selling
Broker-Dealer's expulsion from the NASD will automatically terminate
this Agreement immediately without notice. Selling Broker-Dealer'
suspension from the NASD will terminate this Agreement effective
immediately upon written notice of termination to Selling
Broker-Dealer.
14. "Confidential Information" of any party shall mean such party's ideas,
expressions, trade secrets, customer lists, products, policies, forms,
business methods, business plans, software and information from third
parties (such as software and its related documentation) in respect of
which such party has a duty of confidentiality, "nonpublic personal
information" of such party's "customers" (each as defined in Rule 3 of
Regulation S-P), as well as information which from all relevant
circumstances should reasonably be assumed by a party to be
confidential information of the other party, whether or not marked
"Confidential Information." Each party will make reasonable effort to
advise the other party when information disclosed to the other party is
Confidential Information. Confidential Information of a party shall be
held in confidence by the other party to the same extent and in at
least the same manner as such party
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protects its own Confidential Information, but in no case to a lesser
extent or manner than a reasonable degree of care under the
circumstances. Confidential Information shall not be disclosed to third
parties without specific written permission of the protected party.
Each party shall, however, be permitted to disclose relevant aspects of
the other party's Confidential Information to its officers, agents,
subcontractors and employees to the extent that such disclosure is
reasonably necessary for the performance of its duties and obligations
under this Agreement; provided, however, that such party shall take all
reasonable measures to ensure that Confidential Information of the
other party is not disclosed or duplicated in contravention of the
provisions of the Agreement by such officers, agents, sub contractors,
and employees.
The obligations in this Section 14 shall not restrict any disclosure by
either party pursuant to any applicable state or federal laws, or by
order of any court or government agency (provided that the disclosing
party shall give prompt notice to the non-disclosing party of such
order) and shall not apply with respect to information which (1) is
independently developed by the other party without violating the
disclosing party's proprietary rights, (2) is or becomes publicly known
(other than through unauthorized disclosure), (3) is intentionally
disclosed by the owner of such information to a third party free of any
obligation of confidentiality, (4) is already known by such party
without an obligation of confidentiality other than pursuant to this
Agreement or of any confidentiality agreements entered into before the
effective date of this Agreement as evidenced by the written records of
such party, or (5) is rightfully received by a party free of any
obligation of confidentiality.
The parties agree that they shall abide by the provisions of the
Xxxxx-Xxxxx-Xxxxxx Act ("GLB") and other applicable privacy laws and
shall each establish commercially reasonable controls to ensure the
confidentiality of the Confidential Information and to ensure that the
Confidential Information is not disclosed contrary to the provisions of
this Agreement, GLB or any other applicable privacy laws and
regulations. Without limiting the foregoing, each party shall implement
such physical and other security measures as are necessary to (i)
ensure the security and confidentiality of the Confidential Information
(ii) protect against any threats or hazards to the security and
integrity of the Confidential Information and (iii) protect against any
unauthorized access to or use of the Confidential Information. In
addition, each party shall use the Confidential Information of the
other party solely for the purpose of providing services to Customers
investing in one or more Funds. The parties shall, at a minimum,
establish and maintain such data security program as is necessary to
meet the objectives of the Interagency Guidelines Establishing
Standards for Safeguarding Customer Information as set forth in the
Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263,
308, 364, 568 and 570. To the extent that any duties and
responsibilities under the Agreement are delegated to an agent or other
subcontractor, the party shall take reasonable steps to ensure that
such agents and subcontractor adhere to the same requirements. Each
party shall have the right, during regular office hours and upon
reasonable notice, to audit the other party to ensure compliance with
the terms of this Agreement, GLB and other privacy laws and
regulations. The provisions of this Section 14 shall survive the
termination of this Agreement.
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15. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between WMFD and Selling Broker-Dealer. Neither party hereto
shall be, act as, or represent itself as, the agent or representative
of the other party hereto, nor shall either party hereto have the right
or authority to assume, create or incur any liability or any obligation
of any kind, express or implied, against or in the name of, or on
behalf of, the other party hereto. This Agreement is not intended to,
and shall not, create any rights against either party hereto by any
third party solely on account of this Agreement. Neither party hereto
shall use the name of any of the other party hereto in any manner
without the other party's prior written consent, except as required by
any applicable federal or state law, rule or regulation, and except
pursuant to any promotional programs mutually agreed upon in writing by
the parties hereto.
16. Except as otherwise specifically provided herein, all notices required
or permitted to be given pursuant to this Agreement shall be given in
writing and delivered by personal or overnight delivery or facsimile
(with confirming copy by mail as provided herein). Unless otherwise
notified in writing, all notices to WMFD shall be given or sent to WMFD
at its office, located at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxxxxx 00000; and all notices to Selling Broker-Dealer shall
be given or sent to Selling Broker-Dealer at Selling Broker-Dealer's
address shown below.
17. This Agreement shall become effective upon written acceptance by WMFD
and may be terminated at any time by either party hereto upon fifteen
(15) days prior written notice to the other parties hereto. To the
extent permitted by law, this Agreement, including any schedules
hereto, shall be deemed amended as provided in any written notice
delivered by WMFD to Selling Broker-Dealer and otherwise may be amended
only by a written instrument signed by both of the parties hereto. This
Agreement may not be assigned by either party without the prior written
consent of the other party hereto. This Agreement constitutes the
entire agreement and understanding between the parties hereto relating
to the subject matter hereof and supersedes any and all prior
agreements between the parties relating to said subject matter, and
Selling Broker-Dealer agrees that WMFD shall have no obligations to
Selling Broker-Dealer other than those expressly provided herein.
18. This Agreement shall apply to all Shares that are currently outstanding
or being offered and that are offered and sold in the future, including
the Shares of all of the classes of all Funds, whether such Funds or
classes are currently established or are established hereafter. Any
classes of Shares in addition to the Class A, Class B and Class C
Shares that are established hereafter shall be treated hereunder for
all intents and purposes as Class A Shares if the newly established
class has a front-end sales charge and/or a contingent deferred sales
charge that may be deferred for no more than two years and shall be
treated for all intents and purposes as Class B Shares if the newly
established class has a contingent deferred sales charge that may be
deferred for more than two years.
19. Selling Broker-Dealer agrees to provide to WMFD and each Trust each
calendar quarter such information as shall reasonably be requested by
WMFD or a Trust with respect to the service fees paid to Selling
Broker-Dealer under this Agreement. Selling Broker-Dealer will permit
representatives of WMFD and each Trust reasonable access to its
personnel and records to monitor the quality of services being provided
by Selling
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Broker-Dealer pursuant to this Agreement. Selling Broker-Dealer shall
promptly deliver to each Trust such information as shall reasonably be
necessary to permit the Trustees of each Trust to make an informed
determination to continue the Class A, Class B and Class C Distribution
Plans.
20. Selling Broker-Dealer agrees that, in the event that it should come to
the attention of Selling Broker-Dealer that any of its Customers is
engaging in a pattern of purchases, redemptions and/or exchanges of
Shares that appears to evidence "market timing," Selling Broker-Dealer
shall notify WMFD of such pattern and shall cooperate fully with WMFD
in investigation and, if deemed necessary or appropriate by WMFD,
terminating any such pattern of trading, including, without limitation,
by refusing such Customer's orders to purchase or exchange Shares.
21. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Washington, without giving effect to
principles of conflict of laws.
22. Selling Broker-Dealer hereby represents and certifies to WMFD that it
is aware of, and in compliance with, all applicable anti-money
laundering laws, regulations, rules and government guidance, including
the reporting, recordkeeping and compliance requirements of the Bank
Secrecy Act ("BSA"), as amended by the USA PATRIOT Act of 2001 (the
"Patriot Act"), its implementing regulations, and related Securities
and Exchange Commission and self-regulatory organization rules and
regulations. Selling Broker-Dealer hereby certifies to WMFD that, as
required by the Patriot Act, it has a comprehensive anti-money
laundering compliance program that includes: internal policies,
procedures and controls for complying with the Patriot Act; a
designated compliance officer or officers; an ongoing training program
for appropriate employees; and an independent audit function.
Selling Broker-Dealer also hereby certifies to WMFD that it is in
compliance with the economic sanctions programs administered by the
U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"),
and has an OFAC compliance program that satisfies all applicable laws
and regulations.
Except to the extent restricted by applicable law, Selling
Broker-Dealer hereby agrees to notify the Funds (WM Group of Funds, c/o
WM Advisors, Inc., 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx
00000, Attn: Anti-Money Laundering Compliance Officer) promptly
whenever questionable activity or potential indications of suspicious
activity or OFAC matches are detected with respect to the Funds.
Selling Broker-Dealer understands that WMFD will be relying on the
foregoing certifications in administering the Funds' anti-money
laundering compliance program. Selling Broker-Dealer hereby undertakes
to notify WMFD promptly if any of the foregoing certifications cease to
be true and correct for any reason.
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IN WITNESS WHEREOF the parties hereto have caused the Agreement to be duly
executed as of the date first written above.
WM FUNDS DISTRIBUTOR, INC. XXXXXXXX FINANCIAL GROUP:
By: __________________________ ________________________________
Name: Xxxxxx Xxxxxxxxx By: ___________________________
Title: Senior Vice President Name: ___________________________
Title: ___________________________
Address: ___________________________
Tel. #: ___________________________
Fax #: ___________________________
Whereas WM Advisors, Inc. recognizes that it will benefit from the sale
of Shares of WM Strategic Asset Management Portfolios, LLC, WM Advisors, Inc.
hereby agrees to pay to Selling Broker-Dealer, with respect to Shares of WM
Strategic Asset Management Portfolios, LLC, a fee accrued daily and payable
monthly at the annual rate of 0.50% (0.25% for Class C Shares) of the average
daily net assets of such Shares held by Customers for whom Selling Broker-Dealer
is the dealer of record, which fee is in addition to any dealer allowance, Sales
Commissions and/or service fees payable by WMFD as set forth above. WM Advisors
reserves the right to change the amount of, or to cease paying, this fee upon
fifteen (15) days prior written notice to Selling Broker-Dealer.
WM ADVISORS, INC.
By: ___________________________
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
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Schedule A
to the
Broker-Dealer Agreement
between
WM Funds Distributor, Inc.
and
Selling Broker-Dealer
WM Group of Funds
WM Trust I
WM Trust II
WM Strategic Asset Management Portfolios, LLC
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