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EXHIBIT 99.(d)(2)
AMENDMENT AGREEMENT AMENDING:
INVESTMENT MANAGEMENT AGREEMENT (THE "MANAGEMENT AGREEMENT")
DATED JANUARY 30, 1998, AS AMENDED AS OF MAY 1, 2000,
BETWEEN WM VARIABLE TRUST (THE "TRUST") AND WM ADVISORS, INC. ("WM ADVISORS"),
AND
INVESTMENT SUB-ADVISORY AGREEMENT (THE "SUB-ADVISORY AGREEMENT")
DATED AS OF JANUARY 30, 1998, AS AMENDED AS OF DECEMBER 7, 1999,
BETWEEN WM ADVISORS AND JANUS CAPITAL CORPORATION ("SUB-ADVISER").
In light of the arrangements evidenced by the Management Agreement and
the Sub-Advisory Agreement, and without in any manner implying that the
Sub-Adviser is a party to the Management Agreement, the parties to this
Amendment Agreement hereby agree as follows with respect to the Growth Fund
series of the Trust (the "Fund"):
1. THE MANAGEMENT AGREEMENT IS HEREBY AMENDED TO PROVIDE THAT:
(a) The Trust, on behalf of the Fund, shall pay to WM Advisors a
monthly fee equal to the excess, if any, of (i) the fee set forth
in Section 5 of the Management Agreement (the "Management Fee")
over (ii) the fee set forth in Section 2(a) of this Amendment
Agreement.
(b) WM Advisors shall not be entitled to any fees under the Management
Agreement other than the fees set forth in Section 1(a) of this
Amendment Agreement.
(c) The Trust acknowledges and agrees that, for so long as Sub-Adviser
meets the standard of care set forth in the Sub-Advisory
Agreement, WM Advisors shall have no obligation to (i) furnish a
continuous investment program for the Fund, (ii) determine from
time to time what securities will be purchased, retained or sold
by the Fund, and what portion of the Fund's assets will be held as
cash, or (iii) place orders for the purchase and sale of portfolio
securities for the Fund with brokers or dealers selected by WM
Advisors.
(d) Notwithstanding this Amendment Agreement, WM Advisors remains
authorized to determine what securities or other property shall be
purchased or sold by or for the Fund.
(e) In exchange for the fee set forth in Section 1(a) of this
Amendment Agreement, and in recognition of its obligation to
select and monitor the Sub-Adviser, and not for the services
provided by the Sub-Adviser pursuant to the Sub-Advisory
Agreement, WM Advisors shall indemnify and hold the Trust harmless
from
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and against any and all claims, costs, expenses (including
attorneys' fees), losses damages, charges, payments and
liabilities of any sort or kind which may be asserted against the
Trust or for which the Trust may be held liable arising out of or
attributable to any actual or alleged failure of Sub-Adviser to
meet the standard of care set forth in the Sub-Advisory Agreement.
2. THE SUB-ADVISORY AGREEMENT IS HEREBY AMENDED TO PROVIDE THAT:
(a) The Trust, on behalf of the Fund, shall pay directly to
Sub-Adviser a monthly fee equal to the fee set forth in Section 6
of the Sub-Advisory Agreement.
(b) Sub-Adviser shall not be entitled to any fees under the
Sub-Advisory Agreement other than the fee set forth in Section
2(a) of this Agreement with respect to any period during which
this Amendment Agreement is in effect.
3. THIS AMENDMENT AGREEMENT SHALL BECOME EFFECTIVE AS OF JANUARY 1, 2000,
SHALL CONTINUE SO LONG AS THE MANAGEMENT AGREEMENT AND THE SUB-ADVISORY
AGREEMENT REMAIN IN EFFECT, AND SHALL TERMINATE AUTOMATICALLY UPON ANY
TERMINATION OF THE MANAGEMENT AGREEMENT OR SUB-ADVISORY AGREEMENT.
4. EACH OF THE TRUST AND WM ADVISORS REPRESENTS AND WARRANTS THAT (i) THIS
AMENDMENT AGREEMENT HAS BEEN AUTHORIZED BY THE BOARD OF TRUSTEES OF THE
TRUST, (ii) THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IN A
CONVERSATION BETWEEN XXXX XXXXX OF THE OFFICE OF CHIEF COUNSEL OF THE
DIVISION OF INVESTMENT MANAGEMENT OF THE STAFF AND XXXXX XXXXXX OF ROPES
& XXXX, COUNSEL TO THE FUND, ON AUGUST 15, 2000, HAS TAKEN THE POSITION
THAT THE IMPLEMENTATION OF THIS AMENDMENT AGREEMENT WITHOUT ITS APPROVAL
BY SHAREHOLDERS OF THE FUND FALLS WITHIN THE SCOPE OF PREVIOUSLY ISSUED
NO-ACTION LETTERS, AND DOES NOT PRESENT SUFFICIENTLY NOVEL ISSUES TO
WARRANT THE ISSUANCE OF A NEW NO-ACTION LETTER, AND (iii) ON THE BASIS OF
DISCUSSIONS WITH COUNSEL TO THE FUND AND, IN PARTICULAR, THE CONVERSATION
REFERENCED IN (ii) ABOVE, IT DOES NOT BELIEVE THAT IMPLEMENTATION OF THIS
AMENDMENT AGREEMENT WITHOUT ITS APPROVAL BY SHAREHOLDERS OF THE FUND
WOULD VIOLATE THE INVESTMENT COMPANY ACT OF 1940.
5. A COPY OF THE MASTER TRUST AGREEMENT OF WM VARIABLE TRUST IS ON FILE WITH
THE SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE
IS HEREBY GIVEN THAT THIS AMENDMENT AGREEMENT IS EXECUTED BY AN OFFICER
OF WM VARIABLE TRUST ON BEHALF OF THE TRUSTEES OF WM VARIABLE TRUST, AS
TRUSTEES AND NOT INDIVIDUALLY, ON FURTHER BEHALF OF THE GROWTH FUND
SERIES, AND THAT THE OBLIGATIONS OF WM VARIABLE TRUST UNDER THIS
AMENDMENT AGREEMENT SHALL BE BINDING ONLY UPON THE ASSETS AND PROPERTIES
OF THE GROWTH FUND AND SHALL NOT BE BINDING UPON
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THE ASSETS AND PROPERTY OF ANY OTHER SERIES OF WM VARIABLE TRUST OR UPON
ANY OF THE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS OF WM
VARIABLE TRUST OR ANY OF ITS SERIES INDIVIDUALLY.
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6. EXCEPT AS OTHERWISE AMENDED BY THIS AMENDMENT AGREEMENT, THE PROVISIONS
OF THE MANAGEMENT AGREEMENT AND THE SUB-ADVISORY AGREEMENT ARE RATIFIED
AND CONFIRMED BY THE PARTIES TO EACH SUCH CONTRACT.
WM Variable Trust, WM Advisors, Inc.
on behalf of its Growth Fund series
By: By:
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Title: Title:
Janus Capital Corporation
By:
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Title:
DATED: AS OF JANUARY 1, 2000
