Exhibit 9
TRANSFER AGENT CONTRACT
TRANSFER AGENT CONTRACT (this "Agreement"), dated, March 20, 1998, between
the WM Trust II, WM Strategic Asset Management Portfolios, and WM Prime Income
Fund, each a Massachusetts business trust (the "Trusts"), and WM Shareholder
Services, Inc. (the "Transfer Agent"), a Washington corporation.
W I T N E S S E T H
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WHEREAS, the Trusts are management investment companies registered under the
Investment Company Act of 1940 (the "1940" Act); and
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");
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 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 copy of the Declaration of Trust, or similar document, of each
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 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 related to a single Fund shall be binding upon the assets
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and properties of that Fund only and shall not be binding upon the assets and
properties of any other Fund 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: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
WM STRATEGIC ASSET MANAGEMENT
PORTFOLIOS, on behalf of its series:
Strategic Growth Portfolio
Conservative Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Income Portfolio
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
WM PRIME INCOME FUND
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
WM SHAREHOLDER SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
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SCHEDULE A
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.
3. Issue and mail Shareholder confirmation
A-1
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
A-3
SCHEDULE B: MONTHLY SHAREHOLDER SERVICING FEES
March 20, 1998
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
WM Prime Income Fund
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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.
B-1
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
C-1
