Exhibit 9(a)
WM STRATEGIC ASSET MANAGEMENT PORTFOLIOS
ADMINISTRATION AGREEMENT
March 20, 1998
WM Shareholder Services, Inc.
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
WM Strategic Asset Management Portfolios (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, confirms its
agreement with WM Shareholder Services, Inc. ("WMSS"), a corporation organized
under the laws of the State of Washington, regarding administration services to
be provided by WMSS in connection with each of the investment portfolios offered
from time to time by the Trust (individually, a "Portfolio" and together, the
"Portfolios"). WMSS agrees to provide services upon the following terms and
conditions:
1. Investment Description: Appointment
-----------------------------------
The Trust desires to employ the Trust's capital by investing and
reinvesting (a) in investments of the kind, and in accordance with the
limitations, specified in (i) the Trust's Agreement and Declaration of Trust
dated March 26, 1996, as amended (the "Trust Agreements"), and (ii) the
prospectus(es) (the "Prospectus") and statement(s) of additional information
(the "Statement") relating to the Portfolios contained in the Trust's
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission (the "Registration Statement") and (b) in such manner and to such
extent as may from time to time be approved by the Trust's Board of Trustees.
Copies of the Prospectus, the Statement and the Trust Agreement have been
submitted to WMSS. The Trust desires to employ and hereby appoints WMSS to act
as the Portfolios' administrator. WMSS accepts this appointment and agrees to
furnish the services described herein for the compensation set forth below.
2. Services as Administrator
-------------------------
Subject to the supervision and direction of the Board of Trustees of the
Trust, WMSS is responsible for all administrative functions with respect to the
Trust and will (a) assist in supervising all aspects of the operations of the
Trust except those performed by the Trust's investment adviser under its
investment advisory agreement; (b) supply the Trust with office facilities
(which may be in WMSS's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping services (including,
but not limited to, the calculation of (i) the net asset values of shares of the
Trust, and (ii) distribution fees), internal auditing and legal services,
internal executive and administrative services, and stationary and office (c)
prepare reports to the Trust's shareholders
and materials for the Board of Trustees of the Trust; (d) prepare tax returns
and reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities; (e) cooperate with the Trust's transfer agent for the
purpose of establishing the implementing procedures to ensure that the Trust's
transfer agency and shareholder relations functions are efficiently carried out;
and (f) provide such other similar services as the Trust may reasonably request
to the extent permitted under application statutes, rules and regulations. The
services to be performed by WMSS hereunder may be delegated by it, in whole or
in part, to one or more sub-administrators provided that any delegation of
duties to a sub-administrator shall not relieve WMSS of its responsibilities
hereunder. Notwithstanding anything to the contrary in this Agreement, WMSS
shall not be responsible for the performance of any duties which are required to
be performed by the Trust's transfer agent.
3. Compensation
------------
a. In consideration of services rendered pursuant to this Agreement, the
Trust will pay WMSS on the first business day of each month a fee for the
previous month at an annual rate of 0.50% of the average daily net assets of
each Portfolio; out of which fee WMSS shall pay expenses as described in
Paragraph 4 including, without limitation, fees to any sub-administrator and the
Trust's custodian. The fee for the period from the date of this Agreement to the
end of the first calendar month of the term of this Agreement shall be prorated
according to the proportion that such period bears to the full monthly period.
b. Upon any termination of this Agreement before the end of any month,
the fee for such part of a month shall be prorated according to the proportion
which such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to WMSS, the value of each Portfolio's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or the Statement
relating to the Portfolio as from time to time in effect.
4. Expenses
--------
WMSS will bear all expenses in connection with the performance of its
services under this Agreement, including, without limitation, payment of the fee
to any sub-administrator and custodian described in Paragraph 2 above. The Trust
will bear certain other expenses to be incurred in its operation, including:
organizational expenses; taxes, interest, brokerage fees and commissions, if
any; fees of trustees of the Trust who are not officers, directors, or employees
of WM Advisors, Inc., each sub-administrator or any of their affiliates;
transfer agent fees; federal regulatory fees and state Blue Sky fees; out-of-
pocket expenses of custodians, transfer and dividend disbursing agents and the
Trust's sub-administrator and transaction charges of custodians; insurance
premiums; outside auditing and legal expenses; costs of maintenance of the
Trust's existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings of the shareholders of the Trust and of the officers Board of
Trustees of the Trust; and any extraordinary expenses. In
-2-
addition, each Portfolio pays a distribution fee pursuant to terms of a
Distribution Plan adopted under Rule 12b-1 of the Investment Company Act of 1940
(the "1940 Act").
5. Standard of Care
----------------
WMSS shall exercise its best judgment in rendering the services listed in
Paragraph 2 above. WMSS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by a Portfolio in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.
6. Term of Agreement
-----------------
This Agreement shall become effective as of the date set forth above and
shall continue for an initial two-year term and shall continue automatically
from year-to-year thereafter unless terminated in accordance with the following
sentence. This Agreement is terminable at any time, without penalty, on 60 days'
written notice by the Board of Trustees of the Trust, or upon 90 days' written
notice by WMSS.
7. Service to Other Companies or Accounts
--------------------------------------
The Trust understands that WMSS may act in the future as administrator to
other investment companies or series of investment companies, and the Trust has
no objection to WMSS's so acting in such capacity. The Trust understands that
the persons employed by WMSS to assist in the performance of WMSS's duties under
this Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
WMSS or any affiliate of WMSS to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
8. Representations of the Trust and WMSS
-------------------------------------
The Trust represents that (a) a copy of the Trust Agreement is on file in
the office of the Secretary of The Commonwealth of Massachusetts, (b) the
appointment of WMSS has been duly authorized and (c) it has acted and will
continue to act in conformity with the 1940 Act and other applicable laws WMSS
represents that it is authorized to perform the services described herein
9. Limitation of Liability
-----------------------
The copy of the Trust Agreement is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
-3-
10. Entire Agreement
----------------
This Agreement constitutes the entire agreement between the parties hereto.
11. Governing Law
-------------
This Agreement shall be governed in accordance with the laws of the
Commonwealth of Massachusetts.
If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
WM STRATEGIC ASSET
MANAGEMENT PORTFOLIOS
By /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Accepted:
WM SHAREHOLDER SERVICES, INC.
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
-4-
