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EX-99.(M)(A)
WM TRUST I,
WM TRUST II, and
WM STRATEGIC ASSET MANAGEMENT PORTFOLIOS, LLC
CLASS A DISTRIBUTION PLAN
Dated as of March 7, 2000
This Class A Distribution Plan (the "Plan") is adopted in
accordance with Rule 12b-1 (the "Rule") 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 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 its shareholders.
Section 1. Service Fee.
Each Trust will pay to or at the direction of the distributor of
its Class A shares (the "Distributor"), an annual fee or portions thereof for
services rendered or expenses incurred by the Distributor or any other person
with which the Distributor has a written agreement to provide services as
permitted by the Plan and the distribution agreement with the Distributor (each
a "Designated Provider") in connection with the offering and sale of each series
of the Trust's shares (each, a "Fund," and together, the "Funds"). The annual
fee or portions thereof paid to the Distributor or at the direction of the
Distributor to the Designated Providers under the Plan will be calculated daily
and paid monthly in arrears by the Trust in the aggregate at the annual rate of
.25% of the average daily net assets of each of the Funds (.15% for the Money
Market and Tax-Exempt Money Market Funds).
Section 2. Expenses Covered by Plan.
(a) The annual fee paid to the Distributor or at the direction of
the Distributor to the Designated Providers under Section 1 of the Plan may be
used by the Distributor or Designated Providers to cover any expenses primarily
intended to result in the sale of a Fund's Class A shares, including, but not
limited to: (i) payments made to, and expenses of, the registered
representatives and other employees of the Distributor or Designated Providers
that are registered broker-dealers and engage in the distribution of the Fund's
shares; (ii) payments made to, and expenses of, persons who provide support
services in connection with the sale of the Fund's Class A shares, including,
but not limited to, office space and equipment, telephone facilities, answering
routine inquiries regarding the Fund, processing shareholder transactions
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and providing any other shareholder services not otherwise provided by the
Fund's transfer agent or any shareholder servicing agent; (iii) costs relating
to the formulation and implementation of marketing and promotional activities
regarding the Fund's Class A shares, 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 Class A
shareholders of the Fund; (v) costs involved in preparing, printing and
distributing advertising and sales literature pertaining to the Fund's Class A
shares; and (vi) costs involved in obtaining whatever information, analyses and
reports with respect to marketing and promotional activities that the Fund may,
from time to time, deem advisable regarding the Fund's Class A shares.
(b) WM Advisors, Inc., as investment advisor to 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 the Trusts' Class A
shares. To the extent that such uses might be considered to constitute the
direct or indirect financing of activities primarily intended to result in the
sale of the Trusts' Class A shares, such uses are expressly authorized under the
Plan.
Section 3. Approval by Shareholders.
The Plan will not take effect, and no fee will be payable in
accordance with Section 1 of the Plan, with respect to the Class A shares of a
particular Fund until the Plan has been approved by a vote of at least a
majority of the outstanding voting securities of the Class A shares of the Fund.
The Plan will be deemed to have been approved with respect to the Class A shares
of a Fund so long as a majority of the outstanding Class A shares of the Fund
votes for the approval of the Plan, notwithstanding that: (a) the Plan has not
been approved by a majority of the outstanding voting securities of any other
class of such Fund or any other Fund or (b) the Plan has not been approved by a
majority of the outstanding voting securities of the Fund in the aggregate.
Section 4. Approval by Trustees.
Neither the Plan nor any related agreements will take effect
until approved by a majority vote of both (a) the full Board of Trustees of the
relevant Trust and (b) 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.
The Plan will continue in effect for each Trust 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.
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The Plan may be terminated at any time with respect to any Fund
by a majority vote of the Qualified Trustees or by vote of a majority of the
outstanding Class A shares of the Fund. The Plan may remain in effect with
respect to the Class A shares of a particular Fund even if the Plan has been
terminated in accordance with this Section 6 with respect to the Class A shares
of one or more of the other Funds.
Section 7. Amendments.
The Plan may not be amended with respect to the Class A shares of
a Fund so as to increase materially the amount of the fee described in Section 1
above with respect to the Class A shares of the Fund, unless the amendment is
approved by a vote of at least a majority of the outstanding Class A shares of
that Fund. No material amendment to the Plan may be made unless approved by the
Trust's Board of Trustees in the manner described in Section 4 above.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of each
Trust's 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 Trust.
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 the Trusts
pursuant to the Plan or any related agreement will prepare and furnish to the
Trusts' Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, 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
relating 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 "interested person" and "majority
of the outstanding voting securities" 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 the Trusts under the Act by the
Securities and Exchange Commission.
Section 12. Limitation of Liability.
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The execution of the Plan by an officer of each Trust has been
authorized by both the Trust's Board of Trustees and the shareholders of the
Class A shares of each Fund. A copy of the Agreement and Declaration of Trust of
each of WM Trust I and WM Trust II, and the LLC Operating Agreement of WM
Strategic Asset Management Portfolios, LLC is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this Plan is
executed by an officer of each Trust on behalf of the Trustees of the Trust, as
trustees and not individually, on further behalf of each Fund 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 a Fund or the Trust
individually.
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