Exhibit 5(b)
WM TRUST II
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated March 20, 1998,
between the WM Trust II, a Massachusetts business trust, (the "Trust"), on
behalf of each of its series which are listed on the signature page of this
Agreement (each referred to herein as a "Fund" and, collectively, the "Funds")
and WM Advisors, Inc., a Washington corporation (the "Manager").
W I T N E S S E T H
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WHEREAS, the Trust is an open-end series management investment company,
registered under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust, desires to retain the Manager to render investment
management services to each Fund, and the Manager is willing to render such
services;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints the Manager to act as investment
manager to each Fund for the period and on the terms set forth in this
Agreement. The Manager accepts such appointment and agrees to render the
services herein described, for the compensation herein provided.
2. Management. Subject to the supervision of the Board of Trustees of the
Trust, the Manager shall manage the investment operations of each Fund and the
composition of each Fund's portfolio, including the purchase, retention and
disposition of securities therefor, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Prospectus and Statement
of Additional Information (as such terms are hereinafter defined) and
resolutions of the Trust's Board of Trustees and subject to the following
understandings:
(a) The Manager shall provide supervision of each Fund's investments,
furnish a continuous investment program for each Fund's portfolio and
determine from time to time what securities will be purchased, retained, or
sold by each Fund, and what portion of the assets will be invested or held as
cash.
(b) The Manager, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Master Trust Agreement of
the Trust and the investment policies of the Funds as determined by the Board
of Trustees of the Trust.
(c) The Manager shall determine the securities to be purchased or sold by
each Fund and shall place orders for the purchase and sale of portfolio
securities pursuant to its determinations with brokers or dealers selected by
the Manager. In executing portfolio transactions and selecting brokers or
dealers, the Manager shall use its best efforts to seek on behalf of each
Fund the best overall terms available. In assessing the best overall terms
available for any transaction, the Manager may consider all factors it deems
relevant, including the breadth of the market in the security, the price of
the security, the size of the transaction, the timing of the transaction, the
reputation, financial condition, experience, and execution capability of a
broker or dealer, the amount of commission, and the value of any brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, provided by a broker or dealer. The Manager
is authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for a
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting the transaction if the Manager determines in
good faith that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed
in terms of that particular transaction or in terms of the overall
responsibilities of the Manager to the Fund and/or other accounts over which
the Manager exercises investment discretion.
(d) On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of a Fund as well as other fiduciary
accounts for which it has investment responsibility, the Manager, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be so sold or purchased in order to obtain the best execution,
most favorable net price or lower brokerage commissions.
(e) Subject to the provisions of the Master Trust Agreement of the Trust
and the 1940 Act, the Manager, at its expense, may select and contract with
one or more investment advisers (the "Sub-adviser") for each Fund to perform
some or all of the services for which it is responsible pursuant to this
Section 2. The Manager shall be solely responsible for the compensation of
any Sub-adviser of a Fund for its services to such Fund. The Manager may
terminate the services of any Sub-adviser at any time in its sole discretion,
and shall at such time assume the responsibilities of such Sub-adviser unless
and until a successor Sub-adviser is selected. To the extent that more than
one Sub-adviser is selected, the Manager shall, in its sole discretion,
determine the amount of the Fund's assets allocated to each such Sub-adviser.
3. Services Not Exclusive. The investment management services rendered by the
Manager hereunder to the Funds are not to be deemed exclusive, and the Manager
shall
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have the right to render similar services to others, including, without
limitation, other investment companies.
4. Expenses. During the term of this Agreement, the Manager shall pay all
expenses incurred by it in connection with its activities under this Agreement
including the salaries and expenses of any of the officers or employees of the
Manager who act as officers, Trustees or employees of the Trust but excluding
the cost of securities purchased for the Funds and the amount of any brokerage
fees and commissions incurred in executing portfolio transactions for the Funds,
and shall provide the Funds with suitable office space. Other expenses to be
incurred in the operation of the Funds (other than those borne by any third
party), including without limitation, taxes, interest, brokerage fees and
commissions, fees of Trustees who are not officers, directors, or employees of
the Manager, federal registration fees and state Blue Sky qualification fees,
administration fees, bookkeeping, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the Funds' or the
Trust's existence, costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of preparing, printing and distributing prospectuses to
existing shareholders, costs of stockholders' reports and meetings of
shareholders and Trustees of the Funds or the Trust, as applicable, and any
extraordinary expenses will be borne by the Fund.
5. Compensation. For the services provided pursuant to this Agreement, the
Trust shall pay to the Manager as full compensation therefor a monthly fee
computed on the average daily net assets at the annual rate for each Fund as
stated in Schedule A attached hereto. The Trust acknowledges that the Manager,
as agent for the Funds, will allocate a portion of the fee equal to the sub-
advisory fee payable to the sub-advisor, if any, under its sub-advisory
agreement to the sub-advisor for sub-advisory services. The Trust acknowledges
that the Manager, as agent for the Funds, will allocate a portion of the fee to
WM Shareholder Services, Inc. for administrative services, portfolio accounting
and regulatory compliance systems. The Manager also from time to time and in
such amounts as it shall determine in its sole discretion may allocate a portion
of the fee to WM Funds Distributor, Inc. for facilitating distribution of the
Fund. This payment would be made from revenue which otherwise would be
considered profit to the Manager for its services. This disclosure is being made
to the Trust solely for the purpose of conforming with requirements of the
Washington Department of Revenue for exclusion of revenue from the Washington
Business and Occupation Tax.
6. Limitation of Liability. The Manager shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
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7. Delivery of Documents. The Trust has heretofore delivered to the Manager
true and complete copies of each of the following documents and shall promptly
deliver to it all future amendments and supplements thereto, if any:
(a) Master Trust Agreement as presently in effect and as amended from
time to time;
(b) Bylaws of the Trust;
(c) Registration Statement under the Securities Act of 1933 and under
the 1940 Act of the Trust on Form N-1A, and all amendments thereto, as
filed with the Securities and Exchange Commission (the "Registration
Statement") relating to the Trust and the shares of the Funds;
(d) Notification of Registration of the Trust under the 1940 Act on Form
N-8A;
(e) Prospectuses of the Trust relating to shares of the Funds (such
prospectuses as presently in effect and/or as amended or supplemented
from time to time, the "Prospectus"); and
(f) Statement of Additional Information of the Trust relating to shares
of the Funds (such statement as presently in effect and/or as amended or
supplemented from time to time, the "Statement of Additional
Information").
8. Duration and Termination. This Agreement shall become effective as of the
date first above-written for an initial period of two years and shall continue
thereafter so long as such continuance is specifically approved at least
annually (a) by the vote of the Board of Trustees including a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or "interested persons" of any such party, cast in person at a meeting called
for that purpose, or by vote of a majority of the outstanding voting securities
of each Fund. Notwithstanding the foregoing, (a) this Agreement may be
terminated with respect to any Fund at any time, without the payment of any
penalty, by either the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund) or the
Manager, on sixty (60) days prior written notice to the other and (b) shall
automatically terminate in the event of its assignment. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the meanings assigned to such
terms in the 1940 Act.
9. Amendments. No provision of this Agreement may be amended, modified,
waived or supplemented except by a written instrument signed by the party
against which enforcement is sought. No amendment of this Agreement shall be
effective until approved in accordance with any applicable provisions of the
1940 Act.
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10. Use of Name and Logo. The Trust agrees that it shall furnish to the
Manager, prior to any use or distribution thereof, copies of all prospectuses,
statements of additional information, proxy statements, reports to stockholders,
sales literature, advertisements, and other material prepared for distribution
to stockholders of the Trust or to the public, which in any way refer to or
describe the Manager or which include any trade names, trademarks or logos of
the Manager or of any affiliate of the Manager. The Trust further agrees that
it shall not use or distribute any such material if the Manager reasonably
objects in writing to such use or distribution within five (5) business days
after the date such material is furnished to the Manager.
The Manager and/or its affiliates own the names "WM" and "WM Group of
Funds" and any other names which may be listed from time to time on a Schedule B
to be attached hereto that they may develop for use in connection with the
Trust, which names may be used by the Trust only with the consent of the
Manager and/or its affiliates. The Manager, on behalf of itself and/or its
affiliates, consents to the use by the Trust of such names or any other names
embodying such names, but only on condition and so long as (i) this Agreement
shall remain in full force, (ii) the Fund and the Trust shall fully perform,
fulfill and comply with all provisions of this Agreement expressed herein to be
performed, fulfilled or complied with by it, and (iii) the Manager is the
manager of each Fund of the Trust. No such name shall be used by the Trust at
any time or in any place or for any purposes or under any conditions except as
provided in this section. The foregoing authorization by the Manager, on behalf
of itself and/or its affiliates, the Trust to use such names as part of a
business or name is not exclusive of the right of the Manager and/or its
affiliates themselves to use, or to authorize others to use, the same; each Fund
and the Trust acknowledges and agrees that as between the Manager and/or its
affiliates and a Fund or the Trust, the Manager and/or its affiliates have the
exclusive right so to use, or authorize others to use, such names, and the Trust
agrees to take such action as may reasonably be requested by the Manager, on
behalf of itself and/or its affiliates, to give full effect to the provisions of
this section (including, without limitation, consenting to such use of such
names). Without limiting the generality of the foregoing, the Trust agrees
that, upon (i) any violation of the provisions of this Agreement by the Trust or
(ii) any termination of this Agreement, by either party or otherwise, the Trust
will, at the request of the Manager, on behalf of itself and/or its affiliates,
made within six months after such violation or termination, use its best efforts
to change the name of the Trust so as to eliminate all reference, if any, to
such names and will not thereafter transact any business in a name containing
such names in any form or combination whatsoever, or designate itself as the
same entity as or successor to an entity of such names, or otherwise use such
names or any other reference to the Manager and/or its affiliates, except as may
be required by law. Such covenants on the part of the Trust shall be binding
upon it, its Trustees, officers, shareholders, creditors and all other persons
claiming under or through it.
The provisions of this section shall survive termination of this Agreement.
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11. Notices. Any notice or other communication required to be given pursuant
to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, if to the Trust: ▇▇▇ ▇. ▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or if to the Manager: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or to either party at such other address as
such party shall designate to the other by a notice given in accordance with the
provisions of this section.
12. Miscellaneous.
(a) Except as otherwise expressly provided herein or authorized by the
Board of Trustees of the Trust from time to time, the Manager for all
purposes herein shall be deemed to be an independent contractor and shall
have no authority to act for or represent the Trust in any way or otherwise
be deemed an agent of the Trust.
(b) The Trust shall furnish or otherwise make available to the Manager
such information relating to the business affairs of the Trust as the Manager
at any time or from time to time reasonably requests in order to discharge
its obligations hereunder.
(c) This Agreement 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.
(d) If any provision of this Agreement shall be held or made invalid or
by any court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
13. Declaration of Trust 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, on further behalf of the Funds, and that the
obligations of this Agreement with respect to a Fund shall be binding upon the
assets and properties of that Fund only and shall not be binding upon the assets
and properties of any other Fund or series of the Trust or upon any of the
Trustees, officers, employees, agents or shareholders of the Funds or the Trust
individually.
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IN WITNESS WHEREOF, the parties hereto have caused 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
GROWTH FUND,
EMERGING GROWTH FUND,
INTERNATIONAL GROWTH FUND,
CALIFORNIA MUNICIPAL FUND,
CALIFORNIA INSURED INTERMEDIATE
MUNICIPAL FUND, and
FLORIDA INSURED MUNICIPAL FUND,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Attest:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
WM ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Attest:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Secretary
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SCHEDULE A -WM TRUST II
INVESTMENT MANAGEMENT AGREEMENT
The fees to be charged to WM Trust II for services provided under this Agreement
(including any sub-advisory fees) are as follows:
FIRST AFTER $200M OVER
$200M NEXT $300M $500M
------- ------------ -------
California Municipal Fund 0.700% 0.700% 0.550%
California Insured Intermediate Municipal 0.700% 0.700% 0.550%
Fund
Florida Insured Municipal Fund 0.700% 0.700% 0.550%
AFTER AFTER
FIRST $100M $200M OVER
$100M NEXT $100M NEXT $300M $500M
----- ---------- ---------- ------
Growth Fund 1.10% 1.05% 1.025% 1.025%
AFTER
FIRST $100M OVER
$100M NEXT $400M $500M
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Emerging Growth Fund 1.05% 1.00% 0.900%
FIRST AFTER $50M OVER
$50M NEXT $75M $125M
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International Growth Fund 1.10% 1.00% 0.80%
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