<PAGE>
As filed with the Securities and Exchange Commission on March 12, 1999
Registration No. 333-66479
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[x] Post-Effective Amendment No. 1
WM Trust I
(Exact name of Registrant as Specified in Charter)
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
(Address of Principal Executive Offices)
(206) 461-3800
(Area Code and Telephone Number)
____________
William G. Papesh, President
WM Advisors, Inc.
1201 Third Avenue, Suite 1400
Seattle, Washington 98101
(Name and Address of Agent for Service)
Copies to:
Joseph B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
____________
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
____________
<PAGE>
WM TRUST I
MONEY MARKET FUND, TAX-EXEMPT MONEY MARKET FUND,
U.S. GOVERNMENT SECURITIES FUND, TAX-EXEMPT BOND FUND,
INCOME FUND and GROWTH & INCOME FUND
FORM N-14
PART C
OTHER INFORMATION
Item 16. Exhibits
(12) The following opinions of counsel as to tax matters and consent of
counsel are filed herewith:
(a) Opinion of counsel as to certain tax matters related to the merger
of the Money Market Fund of The Griffin Funds, Inc. ("Griffin")
into the Money Market Fund.
(b) Opinion of counsel as to certain tax matters related to the merger
of Griffin's Tax-Free Money Market Fund into the Tax-Exempt Money
Market Fund.
(c) Opinion of counsel as to certain tax matters related to the merger
of Griffin's U.S. Government Income Fund into the U.S. Government
Securities Fund.
(d) Opinion of counsel as to certain tax matters related to the merger
of Griffin's Municipal Bond Fund into the Tax-Exempt Bond Fund.
(e) Opinion of counsel as to certain tax matters related to the merger
of Griffin's Bond Fund into the Income Fund.
(f) Opinion of counsel as to certain tax matters related to the merger
of Griffin's Growth & Income Fund into the Growth & Income Fund.
(g) Consent of counsel.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Seattle in the State of
Washington on the 12/th/ day of March, 1999.
WM TRUST I
By: /s/William G. Papesh
----------------------------
William G. Papesh,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- ----- ----
<S> <C> <C>
/s/ William G. Papesh President and March 12, 1999
- --------------------------------- Trustee
William G. Papesh
/s/ Monte D. Calvin Vice President and March 12, 1999
- --------------------------------- Treasurer
Monte D. Calvin
/s/ David E. Anderson* Trustee March 12, 1999
- ---------------------------------
David E. Anderson
/s/ Wayne L. Attwood* Trustee March 12, 1999
- ---------------------------------
Wayne L. Attwood, M.D.
/s/ Arthur H. Bernstein, Esq.* Trustee March 12, 1999
- ---------------------------------
Arthur H. Bernstein
/s/ Kristianne Blake* Trustee March 12, 1999
- ---------------------------------
Kristianne Blake
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Edmond R. Davis* Trustee March 12, 1999
- ---------------------------------
Edmond R. Davis
Trustee March 12, 1999
- ---------------------------------
John W. English
/s/ Anne V. Farrell* Trustee March 12, 1999
- ---------------------------------
Anne V. Farrell
/s/ Michael K. Murphy* Trustee March 12, 1999
- ---------------------------------
Michael K. Murphy
/s/ Daniel L. Pavelich* Trustee March 12, 1999
- ---------------------------------
Daniel L. Pavelich
/s/ Alfred E. Osborne, Jr. Ph.D.* Trustee March 12, 1999
- ---------------------------------
Alfred E. Osborne, Jr. Ph.D.
Trustee March 12, 1999
- ---------------------------------
Jay Rockey
/s/ Richard C. Yancey* Trustee March 12, 1999
- ---------------------------------
Richard C. Yancey
*By: /s/ Monte D. Calvin
---------------------------------
Monte D. Calvin
Attorney-in-Fact, pursuant to the
Power of Attorney filed previously
</TABLE>
<PAGE>
Exhibit Index
-------------
Exhibit No. Exhibit Name
- ----------- ------------
12(a) Opinion of counsel as to certain tax matters related to the
merger of Griffin's Money Market Fund into the Money Market Fund.
12(b) Opinion of counsel as to certain tax matters related to the
merger of Griffin's Tax-Free Money Market Fund into the Tax-
Exempt Money Market Fund.
12(c) Opinion of counsel as to certain tax matters related to the
merger of Griffin's U.S. Government Income Fund into the U.S.
Government Securities Fund.
12(d) Opinion of counsel as to certain tax matters related to the
merger of Griffin's Municipal Bond Fund into the Tax-Exempt Bond
Fund.
12(e) Opinion of counsel as to certain tax matters related to the
merger of Griffin's Bond Fund into the Income Fund.
12(f) Opinion of counsel as to certain tax matters related to the
merger of Griffin's Growth & Income Fund into the Growth & Income
Fund.
12(g) Consent of counsel.
<PAGE>
EXHIBIT 12(A)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM Money Market Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Money Market Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM Money Market Fund
Griffin Money Market Fund -2- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM Money Market Fund
Griffin Money Market Fund -3- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(B)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM Tax-Exempt Money Market Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Tax-Free Money Market Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM Tax-Exempt Money Market Fund
Griffin Tax-Free Money Market Fund -5- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above). We have also been provided with a letter dated as of the
date hereof from Mr. Charles Rinehart, representing as to certain facts upon
which he has indicated that we may rely in rendering this opinion.
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
<PAGE>
WM Tax-Exempt Money Market Fund
Griffin Tax-Free Money Market Fund -6- March 5, 1999
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(C)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM U.S. Government Securities Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin U.S. Government Income Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM U.S. Government Securities Fund
Griffin U.S. Government Income Fund -8- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with
letters dated as of the date hereof, representing as to certain facts,
occurrences and information upon which you have indicated that we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM U.S. Government Securities Fund
Griffin U.S. Government Income Fund -9- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(D)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM Tax-Exempt Bond Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Municipal Bond Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM Tax-Exempt Bond Fund
Griffin Municipal Bond Fund -11- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with
letters dated as of the date hereof, representing as to certain facts,
occurrences and information upon which you have indicated that we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM Tax-Exempt Bond Fund
Griffin Municipal Bond Fund -12- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring Fund
Shares will be determined by including the period for which he or she
held the Target Fund Shares exchanged therefor, provided that he or she
held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(E)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM Income Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Bond Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM Income Fund
Griffin Bond Fund -14- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM Income Fund
Griffin Bond Fund -15- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(F)
[LETTERHEAD OF ROPES & GRAY]
March 5, 1999
WM Growth & Income Fund
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Growth & Income Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust I, a Massachusetts business trust ("WM Trust
I") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
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WM Growth & Income Fund
Griffin Growth & Income Fund -17- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with
letters dated as of the date hereof, representing as to certain facts,
occurrences and information upon which you have indicated that we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
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WM Growth & Income Fund
Griffin Growth & Income Fund -18- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(G)
[LETTERHEAD OF ROPES & GRAY]
March 12, 1999
WM Trust I
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Ladies and Gentlemen:
We hereby consent to the filing as exhibits to your Registration Statement
on Form
N-14 (File No. 333-66479) of our six opinions, each dated March 5, 1999 and each
addressed to you, as to certain tax matters related to the transactions carried
out pursuant to such Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
