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EX-99.(M)(B)
WM GROUP OF FUNDS
CLASS B DISTRIBUTION PLAN
Dated as of March 7, 2000
This Class B Distribution Plan (the "Plan") is adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act"), by WM Trust I, WM Trust II, and WM Strategic Asset Management
Portfolios, LLC, each registered with the Securities and Exchange Commission
under the Act as an open-end series management investment company (each a
"Trust"), the Trustees of each Trust having concluded that there is a reasonable
likelihood that this Plan will benefit the Trust and the shareholders of its
Funds.
SECTION 1. DISTRIBUTION FEE.
(a) Payment. Each Trust may pay to each person as may from time to time
be engaged and appointed to act as the distributor of its Class B shares at such
point in time (any such person, a "Distributor," and such shares, "Shares") a
distribution fee for services rendered and expenses borne in connection with the
offering and sale of Shares of one or more series of the Trust (each such
series, a "Fund", and together, the "Funds"). The aggregate distribution fees in
respect of Shares of any Fund payable to all Distributors shall not be greater
than the annual rate of .75% of the average daily net assets attributable to the
Shares of such Fund. Each distribution agreement shall provide that the
Distributor that is a party to such agreement will receive its Allocable Portion
of the fee specified in such agreement. Each Distributor's "Allocable Portion"
of the total distribution fee payable in respect of Shares of any Fund during
any period shall be the portion of such distribution fees allocated to such
Distributor in accordance with the Distributor's Allocation Schedule. The
"Allocation Schedule" is, in respect of any Shares of any Fund, a schedule
assigning to each of the current and former Distributors of Shares of a Fund the
portion of the total distribution fees payable by a Trust in respect of all of
the Shares of such Fund which has been earned by such Distributor.
No amount shall be paid by a Trust in contravention of any applicable
exemptive order, rule or regulation issued by the Securities and Exchange
Commission.
(b) Receipt, Retention, Direction of Payment. Any Distributor (i) may
retain all or any part of the distribution fee payable to it as compensation for
distribution services it provides to the applicable Fund and/or as reimbursement
for expenses associated with such services; (ii) may use all or any part of such
fee to compensate or reimburse persons that provide distribution services to
such Fund; and (iii) may direct the Trust to pay any part or all of such fee
directly to persons providing funds to a Distributor to cover or otherwise
enable the incurring of expenses associated with such services.
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The distribution fee shall be payable to the relevant Distributor or to
persons to whom such Distributor directs the Trust to make payments.
SECTION 2. DISTRIBUTION SERVICES.
(a) Services. A Distributor will be deemed to have fully earned its
Allocable Portion of the distribution fee payable in respect of Shares of a Fund
upon the sale of the Commission Shares of such Fund taken into account in
determining such Distributor's Allocable Portion of such distribution fees. For
this purpose, "Commission Share" of a Fund is each share of such Fund which is
issued under circumstances which normally create an obligation of the holder of
such Share to pay a contingent deferred sales charge upon redemption of such
Share (excluding any Shares of such Fund issued in connection with a permitted
free exchange) and any such Share shall not cease to be a Commission Share prior
to the redemption (including redemption in connection with a permitted free
exchange) or conversion, even though the obligation to pay the contingent
deferred sales charge shall have expired or conditions for waivers thereof shall
exist. Such distribution services may include any activities or expenses
primarily intended to result in the sale of Shares, including, but not limited
to: (i) payments made to, and expenses of, a Distributor's registered
representatives and other employees of a Distributor or other broker-dealers
that engage in the distribution of the Shares; (ii) payments made to, and
expenses of, persons who provide support services in connection with the sale of
the Shares, including, but not limited to, office space and equipment, telephone
facilities, answering routine inquiries regarding the Funds, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Trusts' transfer agent, sub-transfer agent or any
shareholder servicing agent; (iii) costs relating to the formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (iv) costs of printing and distributing
prospectuses, statements of additional information and reports of the Fund to
prospective shareholders of the Fund; (v) costs involved in preparing, printing
and distributing advertising and sales literature pertaining to the Fund; (vi)
costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Funds may, from time to
time, deem advisable; and (vii) amounts payable by a Distributor under
arrangements entered into by such Distributor to raise funds to cover the
expenditures in clauses (i) through (vi) of this Section 2(a).
(b) Continuation. Notwithstanding Sections 5, 6 and 7 hereof, Each Trust
may agree with any Distributor that, so long as no Complete Termination (as
defined in Section 6(b) hereof) of this Plan has occurred and is continuing,
payments of such Distributor's Allocable Portion of the distribution fee will
continue to be made to or at the direction of such Distributor notwithstanding
either the termination of such agreement with such Distributor, the termination
of the role of such Distributor as Distributor hereunder or the termination of
this Plan.
(c) Financing. Any Manager for each of the Funds may use its investment
advisory fee for purposes that may be deemed to be directly or indirectly
related to the distribution of Shares. To the extent that such uses might be
considered to constitute the direct or indirect financing of
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activities primarily intended to result in the sale of Shares, such uses are
expressly authorized under the Plan.
(d) Recording of Payments. Each Fund will record all payments made under
the Plan as expenses in the calculation of its net investment income. The amount
of distribution expenses incurred by the Distributor that may be paid pursuant
to the Plan in future periods will not be incurred as a liability, unless the
standards for accrual of a liability under generally accepted accounting
principles have been satisfied. Such distribution expenses will be recorded as
an expense in future periods as they are paid by a Fund.
SECTION 3. SHAREHOLDER SERVICES AND FEE.
(a) Shareholder Services Annual Fee. Each Trust is authorized to pay to
a Distributor a fee, calculated daily and paid monthly in arrears, for the
shareholder services that are described in paragraph (b) of this Section 3 and
that are provided by such Distributor to one or more of the Funds. The aggregate
fee paid to all Distributors under this Section 3 for shareholder services to
any Fund shall not be greater than the annual rate of .25% of the average daily
net assets attributable to the Shares of such Fund.
(b) Shareholder Services. In addition to the distribution services set
forth in Section 2(a) above, a Distributor may provide shareholder services to
accounts of the Shares of one or more of the Funds, including but not limited to
the following: telephone service to shareholders, including the acceptance of
telephone inquiries and transaction requests; acceptance and processing of
written correspondence, new account applications and subsequent purchases by
check; mailing of confirmations, statements and tax forms directly to
shareholders; and acceptance of payment for trades by check, Federal Reserve
wire or Automated Clearing House payment. In addition, a Distributor may perform
or supervise the performance by others of other shareholder services in
connection with the operations of such Fund(s) with respect to its Shares, as
agreed from time to time.
SECTION 4. APPROVALS.
(a) Shareholder Approval. This Plan will not take effect, and no fee
will be payable under any distribution agreement related to this Plan, with
respect to the Shares of a particular Fund until this Plan has been approved by
a vote of at least a majority of the outstanding Shares of that Fund. This Plan
will be deemed to have been approved with respect to the Shares of a Fund so
long as a majority of the outstanding Shares of that Fund votes for the approval
of this Plan, notwithstanding that: (i) the Plan has not been approved by a
majority of the outstanding voting securities of any other class of shares of
that Fund or any other Fund or (ii) the Plan has not been approved by a majority
of the outstanding voting securities of the Trust in the aggregate.
(b) Trustees' Approval. Neither this Plan nor any distribution agreement
related to this Plan will take effect with respect to the Shares of any Fund
until approved by a majority vote of
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both (i) the full Board of Trustees of the Trust and (ii) those Trustees who are
not interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to it (the
"Qualified Trustees"), cast in person at a meeting called for the purposes of
voting on the Plan or the related agreements.
SECTION 5. CONTINUANCE OF THE PLAN.
This Plan will continue in effect for so long as its continuance is
specifically approved at least annually by the Trust's Board of Trustees in the
manner described in Section 4 above.
SECTION 6. TERMINATION.
(a) Termination. This Plan may be terminated at any time with respect to
the Shares of any Fund by a majority vote of the Qualified Trustees or by vote
of a majority of the outstanding Shares of such Fund. This Plan may remain in
effect for the Shares of any particular Fund even if the Plan has been
terminated in accordance with this Section 6 for the Shares of one or more other
Funds.
(b) Complete Termination. A "Complete Termination" of this Plan for the
Shares of a Fund shall occur only if and only so long as this Plan is terminated
for such Shares and following such termination, no distribution fees are imposed
either on such Shares of such Fund or on any "Similar Class" of shares of such
Fund. For purposes of determining whether any termination of this Plan for the
Shares of a Fund is a Complete Termination, a "Similar Class" is any class of
shares of such Fund that has a sales load structure substantially similar to
that of the class for which this Plan was terminated, taking into account the
total sales load borne directly or indirectly by holders of such class of shares
including commissions paid directly by such holders to brokers on issuance of
shares of such class, asset based sales charges paid by the Fund and allocated
to shares of such class, contingent deferred sales charges payable by holders of
shares of such class, installment or deferred sales charges payable by holders
of shares of such class, and similar charges borne directly or indirectly by
holders of shares of such class. A class of shares would not be considered
substantially similar to the Shares if (i) a front end sales charge is paid by
the purchaser; or (ii)(A) the shares are purchased at net asset value, (B) any
commission paid up front to any selling agent(s) does not exceed 1.0% of the
purchase amount, (C) the period during which any contingent deferred sales
charge applies does not exceed 12 months from the purchase date, and (D) there
is no other sales load feature borne directly or indirectly by holders of such
class of shares.
SECTION 7. AMENDMENTS.
The Plan may not be amended with respect to the Shares of a Fund so as
to increase materially the amount of the fees described herein with respect to
the Shares of such Fund, unless the amendment is approved by a vote of at least
a majority of the outstanding Shares of
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such Fund. No material amendment to this Plan may be made unless approved by the
Trust's Board of Trustees in the manner described in Section 4(b) above.
SECTION 8. SELECTION OF CERTAIN TRUSTEES.
While the Plan is in effect, the selection and nomination of the Trusts'
Trustees who are not interested persons of the Trust will be committed to the
discretion of the Trustees then in office who are not interested persons of the
LLC.
SECTION 9. WRITTEN REPORTS.
In each year during which the Plan remains in effect, any person
authorized to direct the disposition of monies paid or payable by a Trust
pursuant to the Plan or any related agreement will prepare and furnish to the
Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of Rule 12b-1, which set out
the amounts expended under the Plan and the purposes for which those
expenditures were made.
SECTION 10. PRESERVATION OF MATERIALS.
Each Trust will preserve copies of the Plan, any agreement referring to
the Plan and any report made pursuant to Section 9 above, for a period of not
less than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.
SECTION 11. MEANINGS OF CERTAIN TERMS.
As used in the Plan, the terms (a) "interested persons" and (b)
"majority of the outstanding" voting securities or Shares will be deemed to have
the same meaning that those terms have under the Act and the rules and
regulations under the Act, subject to any exemption that may be granted to a
Trust under the Act by the Securities and Exchange Commission.
SECTION 12. LIMITATION OF LIABILITY.
A copy of the Agreement and Declaration of Trust of each of WM Trust I
and WM Trust II, and the Certificate of Formation of WM Strategic Asset
Management Portfolios, LLC is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that any obligations arising under
this Plan 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 a Fund or the Trust individually.
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