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AMENDMENT TO SUB-ADVISORY AGREEMENT
This Amendment to the Sub-Advisory Agreement ("Agreement") dated January
30, 1998, between WM Advisors, Inc. ("WM Advisors"), a corporation organized
under the laws of the state of Washington, and Janus Capital Corporation (the
"Sub-Advisor"), a corporation organized under the laws of the state of Colorado,
is effective as of December 7th, 1999.
AMENDMENT
WHEREAS, Sub-Advisor furnishes investment advisory and management services
to the Growth Fund ("Fund"), a portfolio of WM Variable Trust, pursuant to the
Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree to amend the Amendment as follows:
1. Section 6 of the Agreement is hereby deleted and replaced with the
following:
In consideration of the services rendered pursuant to this Agreement, WM
Advisors will pay the Sub-Advisor on the first business day of each
month the pro rata portion attributable to the Fund (based on the ratio
of the Fund's average daily net assets to the combined average daily net
assets, including cash and cash equivalents, of the Fund and the Growth
Fund of WM Trust II ("Combined Assets")) of a fee for the previous month
at the annual rate of .55% of Combined Assets of less than $25 million,
.50% of Combined Assets equal to or in excess of $25 million but less
than $500 million, and .45% of Combined Assets equal to or in excess of
$500 million. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated according
to the proportion that such period bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Sub-Advisor, the value of the
Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or Statement of Additional
Information relating to the Fund as from time to time in effect.
With respect to the period from July 1, 1999, until the date of this
Amendment, WM Advisors shall calculate the difference between the fee
payable under the Agreement before this amendment and the fee that would
have been payable had this amendment been in effect as of July 1, 1999.
WM Advisors shall retain fees otherwise payable after the date of this
amendment in such amount, until such amount is recouped by WM Advisors.
Thereafter, WM Advisors shall pay the fees specified herein.
2. WM Advisors represents and warrants that approval of the Fund's
shareholders is not required for this amendment; that the Trustees of WM
Variable Trust have authorized this amendment, and that WM Advisors is duly
authorized to execute this amendment. All other terms of the Agreement
shall remain in full force and effect.
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3. Sub-Advisor shall continue to provide the same quality and quantity of
services as previously provided pursuant to the Agreement, provided that
this shall not be interpreted to imply that the same level of investment
performance results previously achieved will be achieved in the future.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the effective date referenced above.
WM ADVISORS, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Pres.
JANUS CAPITAL CORPORATION
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
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[JANUS CAPITAL CORPORATION LETTERHEAD]
December 15, 1999
VIA FEDERAL EXPRESS
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Mr. Xxx Xxxx
WM Advisors, Inc.
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxx:
Enclosed for your records are fully executed copies of each of the revised
amendments to the Sub-Advisory Agreements between WM Advisors, Inc. and Janus
Capital Corporation. We have retained an original of each amendment for our
files.
If you have any questions or if I can be of additional assistance, please call
me at (000) 000-0000.
Sincerely,
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Associate Counsel
BMH:vm
Enc.
cc: Xxxxx Xxxxx
Xxxx Xxxxxxxx
Xxxx Xxxx
Xxxxx Xxxxxxx (w/o enc.)