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TRANSFER AGENT CONTRACT
TRANSFER AGENT CONTRACT (this "Agreement"), dated September __, 1999,
by and between WM Trust I, WM Trust II and WM Variable Trust (each a "Trust" and
a "Company"), each a Massachusetts business trust, and WM Strategic Asset
Management Portfolios, LLC (the "LLC" and a "Company"), a Massachusetts limited
liability company, and WM Shareholder Services, Inc. (the "Transfer Agent"), a
Washington corporation.
W I T N E S S E T H
WHEREAS, each Company is an investment management company registered
under the Investment Company Act of 1940 (the "1940" Act);
WHEREAS, each Company is 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").
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
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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.
12. (a) A copy of the Declaration of Trust 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 each 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 any Trust or upon any of the trustees,
officers,
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employees, agents or shareholders of the Fund or the Trust individually.
13. (b) A copy of the LLC Certificate of Formation of the LLC 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 the LLC on behalf of its
trustees, 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 the LLC or
upon any of the trustees, officers, employees, agents or shareholders of a Fund
or the LLC individually.
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[Transfer Agency Agreement]
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: WM STRATEGIC ASSET MANAGEMENT
Money Market Fund PORTFOLIOS, LLC, on behalf of its series:
Tax-Exempt Money Market Fund Strategic Growth Portfolio
U.S. Government Securities Fund Conservative Growth Portfolio
Income Fund Balanced Portfolio
High Yield Fund Flexible Income Portfolio
Tax-Exempt Bond Fund Income Portfolio
Bond & Stock Fund
Growth & Income Fund WM VARIABLE TRUST,
Northwest Fund on behalf of its series:
Money Market Fund
WM TRUST II, on behalf of its series: Short Term High Quality Bond Fund
California Money Fund U.S. Government Securities Fund
Short Term High Quality Bond Fund Income Fund
Target Maturity 2002 Fund Bond & Stock Fund
California Insured Intermediate Growth & Income Fund
Municipal Fund Northwest Fund
Florida Insured Municipal Fund Growth Fund
Growth Fund Emerging Growth Fund
Emerging Growth Fund International Growth Fund
International Growth Fund Strategic Growth Portfolio
California Municipal Fund Conservative Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Income Portfolio
Each By:
Xxxxxxx X. Xxxxxx
President
WM SHAREHOLDER SERVICES, INC.
Xxxxx X. Xxxxxx
First Vice President
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[Transfer Agency Agreement]
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
Liquidate shares upon Shareholder request
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1. Make payments of redemption proceeds in accordance with the Fund's
then current prospectus.
2. Issue and mail Shareholder confirmation 4.
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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[Transfer Agency Agreement]
D. Voice response unit
E. NSCC support
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[Transfer Agency Agreement]
SCHEDULE B
MONTHLY SHAREHOLDER SERVICING FEES
September __, 1999
Fee Per Account Per Month*
Open Closed
---- ------
Money Market
Money Market Fund $1.65 $0.21
Tax-Exempt Money Market Fund
California Money Fund
All Other Funds
$1.35 $0.21
Fees Include:
X Shareholder and Broker Servicing
X Transaction Processing, Correspondence, and Research
X Settlement and Reconciliation
X Corporate Actions
X Tax Reporting and Compliance
X NSCC Support
X Management Company and Broker/Dealer Support
X 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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[Transfer Agency Agreement]
* No fee is paid by WM Variable Trust.
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[Transfer Agency Agreement]
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:
X NSCC charges
X Banking fees
X Voice response unit
X Microfiche/Microfilm/Image production C Magnetic media tapes and freight
X Printing costs, including certificates, envelopes, checks and stationery
X Postage (bulk, pre-sort, ZIP+4, bar-coding, first class) direct pass
through to the Funds
X Due diligence mailings
X Telephone and telecommunication costs, including all lease, maintenance
and line costs
X Ad hoc reports
X Shareholder transcripts
X Proxy solicitations, mailings and tabulations
X Daily & Distribution advice mailings
X Shipping, Certified and Overnight mail and insurance
X Year-end form production and mailings
X Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
X Duplicating services
X Courier services
X Incoming and outgoing wire charges
X Federal Reserve charges for check clearance
X Overtime, as approved by the Funds
X Temporary staff, as approved by the Funds
X Travel and entertainment, as approved by the Funds
X Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
X Third party audit reviews C Ad hoc programming time C Insurance
X Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this Agreement
