Exhibit 5
INVESTMENT MANAGEMENT AGREEMENT
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INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated this 20th day of
March, 1998, between WM TRUST I, a Massachusetts business trust, (the "Trust"),
on behalf of each of its series which are listed on the signature page of this
Agreement (each referred to herein as a "Fund") and WM Advisors, Inc., a
Washington corporation (the "Manager").
W I T N E S S E T H
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WHEREAS, the Trust is an open-end series management investment company,
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, each Fund, as a separate series of the Trust, desires to retain
the Manager to render investment management services to the Fund, and the
Manager is willing to render such services;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
Appointment. The Fund hereby appoints the Manager to act as investment
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manager to the Fund for the period and on the terms set forth in this Agreement.
The Manager accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
Management. Subject to the supervision of the Board of Trustees of the
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Trust, the Manager shall manage the investment operations of the Fund and the
composition of the Fund's portfolio, including the purchase, retention and
disposition of securities therefor, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Prospectus and Statement
of Additional Information (as such terms are hereinafter defined) and
resolutions of the Trust's Board of Trustees and subject to the following
understandings:
The Manager shall provide supervision of the Fund's investments,
furnish a continuous investment program for the Fund's portfolio and
determine from time to time what securities will be purchased, retained, or
sold by the Fund, and what portion of the assets will be invested or held
as cash.
The Manager, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Declaration of Trust (as
hereinafter defined) of the Trust and the investment policies of the Fund
as determined by the Board of Trustees of the Trust.
The Manager shall determine the securities to be purchased or sold by
the Fund and shall place orders for the purchase and sale of portfolio
securities pursuant to its determinations with brokers or dealers selected
by the Manager. In executing portfolio transactions and selecting brokers
or dealers, the Manager shall use its best efforts to seek on behalf of the
Fund the best overall terms available. In assessing the best overall terms
available for any transaction, the Manager may consider all factors it
deems relevant, including the breadth of the market in the security, the
price of the security, the size of the transaction, the timing of the
transaction, the reputation, financial condition, experience, and execution
capability of a broker or dealer, the amount of commission, and the value
of any brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided
by a broker or dealer. The Manager is authorized to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged for
effecting the transaction if the Manager determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of
that particular transaction or in terms of the overall responsibilities of
the Manager to the Fund and/or other accounts over which the Manager
exercises investment discretion.
On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of the Fund as well as other fiduciary accounts
for which it has investment responsibility, the Manager, to the extent
permitted by applicable laws and regulations, may aggregate the securities
to be so sold or purchased in order to obtain the best execution, most
favorable net price or lower brokerage commissions.
Subject to the provisions of the Agreement and Declaration of Trust of
the Trust and the Investment Company Act of 1940, as amended (the "1940)
Act"), the Manager, at its expense, may select and contract with one or
more investment advisers (the "Subadviser") for the Fund to perform some or
all of the services for which it is responsible pursuant to this Section 2.
The Manager shall be solely responsible for the compensation of any
Subadviser of the Fund for its services to the Fund. The Manager may
terminate the services of any Subadviser at any time in its sole
discretion, and shall at such time assume the responsibilities of such
Subadviser unless and until a successor Subadviser is selected. To the
extent that more than one Subadviser is selected, the Manager shall, in its
sole discretion, determine the amount of the Fund's assets allocated to
each such Subadviser.
Services Not Exclusive. The investment management services rendered by the
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Manager hereunder to the Fund are not to be deemed exclusive, and the Manager
shall
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have the right to render similar services to others, including, without
limitation, other investment companies.
Expenses. During the term of this Agreement, the Manager shall pay all
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expenses incurred by it in connection with its activities under this Agreement
including the salaries and expenses of any of the officers or employees of the
Manager who act as officers, Trustees or employees of the Trust but excluding
the cost of securities purchased for the Fund and the amount of any brokerage
fees and commissions incurred in executing portfolio transactions for the Fund,
and shall provide the Fund with suitable office space. Other expenses to be
incurred in the operation of the Fund (other than those borne by any third
party), including without limitation, taxes, interest, brokerage fees and
commissions, fees of Trustees who are not officers, directors, or employees of
the Manager, federal registration fees and state Blue Sky qualification fees,
administration fees, bookkeeping, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the Fund's or the
Trust's existence, costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of preparing, printing and distributing prospectuses to
existing shareholders, costs of stockholders' reports and meetings of
shareholders and Trustees of the Fund or the Trust, as applicable, and any
extraordinary expenses will be borne by the Fund.
Compensation. For the services provided pursuant to this Agreement, each
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Fund shall pay to the Manager as full compensation therefor a monthly fee
computed on the average daily net assets of the Fund as stated in Schedule A
attached hereto. The Fund acknowledges that the Manager, as agent for the Fund,
will allocate a portion of the fee equal to the sub-advisory fee payable to the
sub-advisor, if any, under its sub-advisory agreement to the sub-advisor for
sub-advisory services. The Fund acknowledges that the Manager, as agent for the
Fund, will allocate a portion of the fee to WM Shareholder Services, Inc. for
administrative services, portfolio accounting and regulatory compliance systems.
The Manager also from time to time and in such amounts as it shall determine in
its sole discretion may allocate a portion of the fee to WM Funds Distributor,
Inc. for facilitating distribution of the Fund. This payment would be made from
revenue which otherwise would be considered profit to the Manager for its
services. This disclosure is being made to the Fund solely for the purpose of
conforming with requirements of the Washington Department of Revenue for
exclusion of revenue from the Washington Business and Occupation Tax.
Limitation of Liability. The Manager shall not be liable for any error of
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judgment or mistake of law or for any loss suffered by the Fund 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.
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Delivery of Documents. The Trust has heretofore delivered to the Manager
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true and complete copies of each of the following documents and shall promptly
deliver to it all future amendments and supplements thereto, if any:
Agreement and Declaration of Trust (such Agreement and Declaration as
presently in effect and as amended from time to time, the "Declaration of
Trust");
Bylaws of the Trust;
Registration Statement under the Securities Act of 1933 and under the
1940 Act of the Trust on Form N-1A, and all amendments thereto, as filed
with the Securities and Exchange Commission (the "Registration Statement")
relating to the Fund and the shares of the Fund;
Notification of Registration of the Trust under the 1940 Act on Form
N-8A;
Prospectuses of the Fund (such prospectuses as presently in effect
and/or as amended or supplemented from time to time, the "Prospectus"); and
Statement of Additional Information of the Fund (such statement as
presently in effect and/or as amended or supplemented from time to time,
the "Statement of Additional Information").
Duration and Termination. This Agreement shall become effective as of the
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date first above-written for an initial period of two years and shall continue
thereafter so long as such continuance is specifically approved at least
annually (a) by the vote of the Board of Trustees including a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or "interested persons" of any such party, cast in person at a meeting called
for that purpose, or by vote of a majority of the outstanding voting securities
of the Fund. Notwithstanding the foregoing, (a) this Agreement may be
terminated at any time, without the payment of any penalty, by either the Fund
(by vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund) or the Manager, on sixty (60) days
prior written notice to the other and (b) shall automatically terminate in the
event of its assignment. As used in this Agreement, the terms "majority of the
outstanding voting securities, "interested persons" and "assignment" shall have
the meanings assigned to such terms in the 1940 Act.
Amendments. No provision of this Agreement may be amended, modified,
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waived or supplemented except by a written instrument signed by the party
against which enforcement is sought. No amendment of this Agreement shall be
effective until approved in accordance with any applicable provisions of the
1940 Act.
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Use of Name and Logo. The Fund agrees that it shall furnish to the
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Manager, prior to any use or distribution thereof, copies of all prospectuses,
statements of additional information, proxy statements, reports to stockholders,
sales literature, advertisements, and other material prepared for distribution
to stockholders of the Fund or to the public, which in any way refer to or
describe the Manager or which include any trade names, trademarks or logos of
the Manager or of any affiliate of the Manager. The Fund further agrees that it
shall not use or distribute any such material if the Manager reasonably objects
in writing to such use or distribution within five (5) business days after the
date such material is furnished to the Manager.
The Manager and/or its affiliates own the names "Sierra", "Composite",
"WM", "WM Group" and derivations thereof and any other names which may be listed
from time to time on a Schedule B to be attached hereto that they may develop
for use in connection with the Fund, which names may be used by the Fund or the
Trust only with the consent of the Manager and/or its affiliates. The Manager,
on behalf of itself and/or its affiliates, consents to the use by the Trust and
by the Fund of such names or any other names embodying such names, but only on
condition and so long as (i) this Agreement shall remain in full force, (ii) the
Fund and the Trust shall fully perform, fulfill and comply with all provisions
of this Agreement expressed herein to be performed, fulfilled or complied with
by it, and (iii) the Manager is the manager of the Fund and the Trust. No such
name shall be used by the Fund or the Trust at any time or in any place or for
any purposes or under any conditions except as provided in this section. The
foregoing authorization by the Manager, on behalf of itself and/or its
affiliates, to the Fund and the Trust to use such names as part of a business or
name is not exclusive of the right of the Manager and/or its affiliates
themselves to use, or to authorize others to use, the same; the Fund and the
Trust acknowledge and agree that as between the Manager and/or its affiliates
and the Fund or the Trust, the Manager and/or its affiliates have the exclusive
right so to use, or authorize others to use, such names, and the Fund and the
Trust agree to take such action as may reasonably be requested by the Manager,
on behalf of itself and/or its affiliates, to give full effect to the provisions
of this section (including, without limitation, consenting to such use of such
names). Without limiting the generality of the foregoing, the Fund and the
Trust agree that, upon (i) any violation of the provisions of this Agreement by
the Fund or the Trust or (ii) any termination of this Agreement, by either party
or otherwise, the Fund and the Trust will, at the request of the Manager, on
behalf of itself and/or its affiliates, made within six months after such
violation or termination, use its best efforts to change the name of the Fund
and the Trust so as to eliminate all reference, if any, to such names and will
not thereafter transact any business in a name containing such names in any form
or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such names, or otherwise use such names or any other
reference to the Manager and/or its affiliates, except as may be required by
law. Such covenants on the part of the Fund and the Trust shall be binding upon
it, its Trustees, officers, shareholders, creditors and all other persons
claiming under or through it.
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The provisions of this section shall survive termination of this Agreement.
Notices. Any notice or other communication required to be given pursuant
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to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, if to the Fund: 000 X. Xxxx Xxx., Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000; or if to the Manager: 0000 Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxxxxx 00000; or to either party at such other address as
such party shall designate to the other by a notice given in accordance with the
provisions of this section.
Miscellaneous.
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Except as otherwise expressly provided herein or authorized by the
Board of Trustees of the Trust from time to time, the Manager for all
purposes herein shall be deemed to be an independent contractor and shall
have no authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
The Trust shall furnish or otherwise make available to the Manager
such information relating to the business affairs of the Fund as the
Manager at any time or from time to time reasonably requests in order to
discharge its obligations hereunder.
This Agreement 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.
If any provision of this Agreement shall be held or made invalid or by
any court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
Declaration of Trust and Limitation of Liability. A copy of the
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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 have caused 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,
U.S. GOVERNMENT SECURITIES FUND,
INCOME 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
Attest:
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Secretary
WM ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
Attest:
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Secretary
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SCHEDULE A
INVESTMENT MANAGEMENT FEES
FUND
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Bond & Stock Fund
Growth & Income Fund
Income Fund
U.S. Government Securities Fund
High Yield Fund
Tax-Exempt Bond Fund
Money Market Fund
Tax-Exempt Money Market Fund
Northwest Fund
FEE
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Monthly fee equal to .625% per annum computed on the average daily net assets of
the Fund; on assets in excess of $250 million, the fee decreases to .50% per
annum.
Monthly fee equal to .50% per annum computed on the average daily net assets of
the Fund; on assets in excess of $250 million, the fee decreases to .40% per
annum.
Monthly fee computed on the average daily net assets of the Fund equal to .45%
per annum up to the first $1 billion of assets; .40% per annum on assets of $1
billion and above.
Monthly fee computed on the average daily net assets of the Fund equal to .625%
per annum up to the first $500 million of assets; .50% per annum on assets of
$500 million to $1 billion; .375% per annum on assets of $1 billion and above.
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