(d)(2)(G)
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Effective as of November 30, 2003
▇▇▇ ▇▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
WM Trust II (the "Trust"), a Massachusetts business trust, WM Advisors,
Inc. ("WM Advisors"), a corporation organized under the laws of the state of
Washington, and ▇▇▇ ▇▇▇▇▇▇ Asset Management (the "Sub-Advisor"), a corporation
organized under the laws of the state of Delaware, hereby agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
WM Advisors desires to employ the capital of the investment funds of the
Trust listed on Annex A to this Agreement (individually, each a "Fund" and
collectively, the "Funds") by investing and reinvesting in investments of the
kind and in accordance with the limitations specified in the Trust's Master
Trust Agreement, as amended, and in the Prospectus and Statement of Additional
Information relating to the Funds as in effect and which may be amended from
time to time, and in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Trust. Copies of the Funds' Prospectus
and Statement of Additional Information and the Trust's Master Trust Agreement,
as amended, have been or will be submitted to the Sub-Advisor. WM Advisors
agrees to provide copies of all amendments to the Funds' Prospectus and
Statement of Additional Information and the Trust's Master Trust Agreement to
the Sub-Advisor on an on-going basis. WM Advisors desires to employ and hereby
appoints the Sub-Advisor to act as investment sub-advisor to the Funds. The
Sub-Advisor accepts the appointment and agrees to furnish the services described
in this Agreement for the compensation set forth below.
2. SERVICES AS INVESTMENT SUB-ADVISOR
Subject to the supervision of the Board of Trustees of the Trust and of WM
Advisors, the Funds' investment adviser, the Sub-Advisor will (a) act in
conformity with the Trust's Master Trust Agreement, the Investment Company Act
of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 and the Internal
Revenue Code of 1986, as the same may from time to time be amended; (b) make
investment decisions for the Funds in accordance with the Funds' investment
objectives and policies as stated in the Funds' Prospectus and Statement of
Additional Information as in effect and, after notice to the Sub-Advisor, and
which may be amended from time to time; (c) place purchase and sale orders on
behalf of the Funds to effectuate the investment decisions made; (d) maintain
books and records with respect to the securities transactions of the Funds and
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will furnish to the Trust's Board of Trustees such periodic, regular and special
reports as the Board may request; and (e) treat confidentially, and as
proprietary information of the Trust, all records and other information relative
to the Trust and prior, present or potential shareholders, and refrain from
using such records and information for any purpose other than performance of its
responsibilities and duties under this Agreement, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld, provided that the Sub-Advisor may divulge the
information contained in or provide such records if the Sub-Advisor's
withholding such information or records will expose the Sub-Advisor to civil or
criminal contempt proceedings for failure to comply with a request to divulge
such information from duly constituted authorities, or when so requested by the
Trust. In providing services in accordance with this paragraph 2, the
Sub-Advisor will supervise the Funds' investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and reinvestment of
the Funds' assets. In addition, the Sub-Advisor will furnish the Funds or WM
Advisors with whatever statistical information the Funds or WM Advisors may
reasonably request with respect to the instruments that the Funds may hold or
contemplate purchasing.
3. BROKERAGE
In executing transactions for the Funds and selecting brokers or dealers,
the Sub-Advisor will use its best efforts to seek the best overall terms
available and shall execute or direct the execution of all such transactions in
a manner permitted by law and in a manner that is in the best interest of the
Funds and their shareholders. In assessing the best overall terms available for
any Fund transactions, the Sub-Advisor will consider all factors it deems
relevant including, but not limited to, breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer and the reasonableness of any commission for the specific
transaction and on a continuing basis. Pursuant to its investment determinations
for the Funds, in placing orders with brokers and dealers, the Sub-Advisor will
attempt to obtain the best net price and the most favorable execution of its
orders. Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, the Sub-Advisor may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Trust with research advice and other services.
4. INFORMATION PROVIDED TO THE TRUST
The Sub-Advisor will keep the Trust and WM Advisors informed of
developments the Sub-Advisor determines may materially affect the Funds, and
will on its own initiative, furnish the Trust and WM Advisors on at least a
quarterly basis with whatever information the Sub-Advisor believes is
appropriate for this purpose.
5. STANDARD OF CARE
The Sub-Advisor shall exercise its best judgment in rendering the services
described in paragraphs 2 through 4 above. The Sub-Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Funds in connection
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with the matters to which this Agreement relates, except (a) a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the 1940 Act), or (b) a loss
resulting from willful misfeasance, bad faith or negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement (each such breach, act or omission described in
(a) or (b) of this paragraph 5 shall be referred to as "Disqualifying Conduct").
6. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Trust will pay the Sub-Advisor on the first business day of each month a fee for
the previous month according to the schedule of the fees detailed in Annex A
attached to this Agreement. 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 Funds' net assets
shall be computed at the times and in the manner specified in the Funds'
Prospectus or Statement of Additional Information relating to the Funds as from
time to time in effect. The Sub-Advisor shall not be entitled to any other fees
other than as set forth in this paragraph 6.
7. EXPENSES
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement, which expenses shall not include brokerage
fees or commissions in connection with the effectuation of securities
transactions. The Trust will bear certain other expenses to be incurred in its
operation, including but not limited to: organizational expenses, taxes,
interest, brokerage fees and commissions, if any; fees of trustees of the Trust
who are not officers, directors or employees of the Sub-Advisor, WM Advisors,
the Funds' sub-administrator or any of their affiliates; Securities and Exchange
Commission fees and state Blue Sky qualification fees; out-of-pocket expenses of
custodians, transfer and dividend disbursing agents and the Trust's
sub-administrator and transaction charges of custodians; insurance premiums;
outside auditing and legal expenses; costs of maintenance of the Trust's
existence; costs attributable to investor services, including without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings of the shareholders of the Funds and of the officers or Board of
Trustees of the Trust; and any extraordinary expenses. In addition, the Funds
pay a distribution fee pursuant to the terms of a Distribution Plan adopted
under Rule 12b-1 of the 1940 Act.
8. SERVICES TO OTHER COMPANIES OR ACCOUNTS
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WM Advisors understands that the Sub-Advisor now acts, will continue to act
and may act in the future as investment adviser to fiduciary and other managed
accounts and as investment adviser to one or more other investment companies or
series investment companies, and WM Advisors has no objection to the Sub-Advisor
so acting, provided that whenever the Funds and one or more other accounts or
investment companies advised by the Sub-Advisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with procedures believed to be equitable to each entity. Similarly,
opportunities to sell securities will be allocated in an equitable manner. WM
Advisors recognizes that in some cases this procedure may limit the size of the
position that may be acquired or disposed of for the Funds. In addition, WM
Advisors understands that the persons employed by the Sub-Advisor to assist in
the performance of the Sub-Advisor's duties under this Agreement will not devote
their full time to such service and nothing contained herein shall be deemed to
limit or restrict the right of the Sub-Advisor or any affiliate of the
Sub-Advisor to engage in and devote time and attention to other business or to
render services of whatever kind or nature.
9. TERM OF AGREEMENT
This Agreement shall become effective as of the date first written above,
shall continue for a period of one year thereafter, and shall continue in effect
for a period of more than one year thereafter with respect to a Fund only so
long as such continuance is specifically approved at least annually by (a) the
Board of Trustees of the Trust or (b) a vote of a "Majority of the outstanding
voting securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, provided that in
either event the continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable with respect to
a Fund, without penalty, on 30 days' written notice, by WM Advisors, the Board
of Trustees of the Trust or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by the Sub-Advisor and will terminate
automatically upon any termination of the advisory agreement between the Trust
and WM Advisors. In addition, this Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act). The Sub-Advisor
agrees to notify the Trust of any circumstances that might result in this
Agreement being deemed to be assigned.
10. REPRESENTATIONS OF THE TRUST, WM ADVISORS AND THE SUB-ADVISOR
The Trust and WM Advisors represent that (a) a copy of the Trust's Master
Trust Agreement, dated February 22, 1989, together with all amendments thereto,
is on file in the office of the Secretary of the Commonwealth of Massachusetts,
(b) the appointment of the Sub-Advisor has been duly authorized, (c) WM Advisors
is authorized to perform the services in this Agreement and has acted and will
continue to act in conformity with the 1940 Act and other applicable laws, and
(d) the Trust is authorized to make the payments described in this Agreement.
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The Sub-Advisor represents that it is authorized to perform the services
described in this Agreement.
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11. INDEMNIFICATION
WM Advisors shall indemnify and hold harmless the Sub-Advisor from and
against any and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses), howsoever arising from or in
connection with this Agreement or the performance by the Sub-Advisor of its
duties under this Agreement; provided, however, that nothing contained in this
Agreement shall require that the Sub-Advisor be indemnified for Disqualifying
Conduct.
12. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties to this
Agreement.
14. GOVERNING LAW
This Agreement shall be governed in accordance with the laws of The
Commonwealth of Massachusetts.
15. MASTER TRUST AGREEMENT AND LIMITATION OF LIABILITY
A copy of the Master Trust Agreement 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, and on further
behalf of the Funds, that the obligations of this Agreement shall be binding
upon the assets and properties of a 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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If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance of the terms and conditions of this Agreement by signing and
returning the enclosed copy of this Agreement.
Very truly yours,
WM TRUST II
Dated: 11/30/2003 By:
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
WM ADVISORS, INC.
Dated: 11/30/2003 By:
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Accepted:
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
Dated: 11/30/2003 By:
------------------------------------
Name: ▇▇ ▇▇▇▇
Title: Managing Director
ANNEX A
For the services provided and expenses assumed pursuant to the Agreement,
the Sub-Advisor will be paid a monthly fee, absent fee waivers, based upon each
Fund's average daily net assets, at an annual rate as follows:
AMOUNT OF ASSETS ($ MILLIONS)
FIRST AFTER 75; AFTER 150; OVER
75 NEXT 75 NEXT 850 1000
----- --------- ---------- ----
California Municipal Fund .20% .20% .15% .125%
California Insured Intermediate
Municipal Fund .20% .125% .125% .125%
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