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EX-99.(D)(2)(G)
AMENDMENT AGREEMENT AMENDING:
INVESTMENT MANAGEMENT AGREEMENT (THE "MANAGEMENT AGREEMENT")
DATED MARCH 20, 1998, AS AMENDED AS OF JANUARY 1, 1999,
BETWEEN WM TRUST II (THE "TRUST") AND WM ADVISORS, INC. ("WM ADVISORS"),
AND
INVESTMENT SUB-ADVISORY AGREEMENT (THE "SUB-ADVISORY AGREEMENT")
DATED AS OF MARCH 20, 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 TRUST II 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
TRUST II ON BEHALF OF THE TRUSTEES OF WM TRUST II, AS TRUSTEES AND NOT
INDIVIDUALLY, ON FURTHER BEHALF OF THE GROWTH FUND SERIES, AND THAT THE
OBLIGATIONS OF WM TRUST II UNDER THIS AMENDMENT AGREEMENT SHALL BE BINDING
ONLY UPON THE ASSETS AND PROPERTIES OF THE GROWTH FUND AND SHALL NOT BE
BINDING UPON THE ASSETS AND PROPERTY OF ANY OTHER
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SERIES OF WM TRUST II OR UPON ANY OF THE TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS OR SHAREHOLDERS OF WM TRUST II 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 Trust II, WM Advisors, Inc.
on behalf of its Growth Fund series
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By: By:
Title: Title:
Janus Capital Corporation
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By:
Title:
DATED: AS OF JANUARY 1, 2000
