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Exhibit (h)(3)(B)
WM STRATEGIC ASSET MANAGEMENT PORTFOLIOS, LLC
TRANSFER AGENT CONTRACT
TRANSFER AGENT CONTRACT (this "Agreement"), dated, ____ __, 1999, by
and among WM Trust II, a Massachusetts business trust, and WM Strategic Asset
Management Portfolios, LLC, a Massachusetts limited liability company,
(collectively the "Trusts"), and WM Shareholder Services, Inc. (the "Transfer
Agent"), a Washington corporation.
W I T N E S S E T H
WHEREAS, the Trusts are investment management companies registered
under the Investment Company Act of 1940 (the "1940" Act);
WHEREAS, the Trusts are authorized to issue shares in separate series
with each series representing a separate portfolio of securities and other
assets (each a "Fund"); and
WHEREAS, each Fund listed on the signature page attached to this
Agreement 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:
1. The Transfer Agent shall perform for each 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.
2. Each 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.
3. Each 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").
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4. Each 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.
5. Each 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 a Fund immediately upon termination of this Agreement for any
reason whatsoever.
6. The Transfer Agent agrees to treat all records and other information
relative to a 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.
7. 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.
8. 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 a Fund.
9. This agreement may be terminated without the payment of any penalty
by any party upon one hundred eighty (180) days written notice thereof given by
a Fund to the Transfer Agent and upon one hundred eighty (180) days written
notice thereof given by the Transfer Agent to a Fund.
10. Any notice shall be officially given when sent by registered or
certified mail by a party to the appropriate address listed in the Funds'
current registration statement, provided that each party may notify each other
by regular mail of any changed address to which such notices should be sent.
11. 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.
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12. A copy of the Master Trust Agreement or the LLC Certificate of
Formation of each Trust is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed by an
officer of each Trust on behalf of the trustees of that Trust, as trustees and
not individually, on further behalf of each Fund, and that the obligations of
this Agreement as they relate to each Fund shall be binding upon the assets and
properties of that Fund only and shall not be binding upon the assets and
properties of any other Fund or series of one of the Trusts or upon any of the
trustees, officers, employees, agents or shareholders of a Fund or a Trust
individually.
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 II, on behalf of its series:
California Money Fund
Short Term High Quality Bond Fund
Target Maturity 2002 Fund
California Municipal Fund
Florida Insured Municipal Fund
California Insured Intermediate Municipal Fund
Growth Fund
Emerging Growth Fund
International Growth Fund
By:
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Xxxxxxx X. Xxxxxx
President
WM STRATEGIC ASSET MANAGEMENT
PORTFOLIOS, LLC on behalf of its series:
Strategic Growth Portfolio
Conservative Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Income Portfolio
By:
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Xxxxxxx X. Xxxxxx
President
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WM SHAREHOLDER SERVICES, INC.
By:
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Xxx Xxxxxx
President
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SCHEDULE A
SERVICE PROVIDED
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.
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3. Issue and mail Shareholder confirmation
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
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
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D. Voice response unit
E. NSCC support
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SCHEDULE B
MONTHLY SHAREHOLDER SERVICING FEES
_________ __, 1999
Fee Per Account Per Month
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Class B &
Class A Class S
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California Money Fund
First 25,000 accounts $1.85 $1.95
Each additional account $1.55 $1.65
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Emerging Growth Fund $1.25 $1.35
Growth Fund
International Growth Fund
Strategic Growth Portfolio
Conservative Growth Portfolio
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Short Term High Quality Bond Fund $1.45 $1.55
California Municipal Fund
Florida Insured Municipal Fund
California Insured Intermediate Municipal Fund
Target Maturity 2002 Fund
Balanced Portfolio
Flexible Income Portfolio
Income Portfolio
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Fees Include:
- 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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