<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WM TRUST II (TARGET MATURITY 2002 FUND)
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[WM GROUP OF FUNDS LOGO]
- ----------------------------------------------------------------
1201 Third Avenue
Seattle, WA 98101
January 7, 2000
Dear Shareholder:
The enclosed proxy statement solicits your vote as a shareholder of the
Target Maturity 2002 Fund for the purpose of approving its liquidation. This
proxy statement is designed to give you detailed information about the proposal.
We encourage you to follow the Board of Trustees' recommendation by voting "FOR"
the proposal.
A Special Meeting of Shareholders of the Fund has been scheduled for
February 10, 2000. While you, of course, are welcome to join us at the meeting,
most shareholders cast their votes by completing and signing the proxy card that
accompanies this proxy statement. YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS SOON AS POSSIBLE. For
your convenience, we have enclosed a postage-paid reply envelope.
We appreciate your investment in the WM Group of Funds, and look forward to
serving your investment needs in the years to come. If you have any questions
about this proposal, please do not hesitate to contact your investment
representative or call (800) 222-5852.
Sincerely,
/s/ William G. Papesh
William G. Papesh
President
This material must be preceded or accompanied by
a current WM Group of Funds prospectus.
Distributed by WM Funds Distributor, Inc.
<PAGE> 3
WM GROUP OF FUNDS
WM TRUST II
TARGET MATURITY 2002 FUND
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 10, 2000
To the Shareholders of the
Target Maturity 2002 Fund:
Notice is hereby given that a Special Meeting of Shareholders of the Target
Maturity 2002 Fund (the "Fund"), a series of WM Trust II, will be held on
February 10, 2000 at 10:00 a.m., Pacific time, at the main office of the Fund at
1201 Third Avenue, 22nd Floor, Seattle, Washington 98101, for the following
purposes:
1. To approve the liquidation of the Fund.
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on December 15, 1999 are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Trustees,
John T. West
Secretary
January 7, 2000
YOUR VOTE IS IMPORTANT
PLEASE RESPOND -- YOUR VOTE IS IMPORTANT, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
<PAGE> 4
WM GROUP OF FUNDS
WM TRUST II
TARGET MATURITY 2002 FUND
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees (the "Trustees") of WM Trust II (the
"Trust") for use at the Special Meeting of Shareholders of the Target Maturity
2002 Fund (the "Fund"), a series of the Trust, to be held at the principal
offices of the Trust at 10:00 a.m., Pacific time, on February 10, 2000 at 1201
Third Avenue, 22nd Floor, Seattle, Washington, and at any adjournment or
adjournments thereof (the "Meeting"). This Proxy Statement and its enclosures
are being mailed to shareholders beginning on or about January 7, 2000.
A COPY OF THE ANNUAL REPORT OF THE TRUST FOR THE FISCAL YEAR ENDED OCTOBER
31, 1999 MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO WM FUNDS DISTRIBUTOR,
INC., 1300 21ST STREET, 2ND FLOOR, SACRAMENTO, CA 95814 OR BY CALLING (800)
222-5852.
GENERAL
All shareholders of record of the Fund as of the close of business on
December 15, 1999, the record date for determining shareholders entitled to vote
at the Meeting (the "Record Date"), are entitled to one vote for each share of
beneficial interest of the Fund held as of that date, and each fractional share
shall be entitled to a proportional fractional vote. The aggregate number of
shares of beneficial interest of the Fund issued and outstanding as of the
Record Date was 375,348.
Timely, properly executed proxies will be voted as you instruct. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSED
LIQUIDATION. At any time before it has been voted, the enclosed proxy may be
revoked by the signer by a written revocation received by the Secretary of the
Trust, by properly executing a later-dated proxy or by attending the Meeting,
requesting the return of any previously delivered proxy and voting in person.
The holders of a majority of the shares of the Fund outstanding as of the
Record Date, present in person or represented by proxy, constitute a quorum for
the transaction of business by the shareholders of the Fund at the Meeting.
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Trust as tellers for the Meeting. The tellers will count the
total number of votes cast "for" approval of Proposal 1 for purposes of
determining whether sufficient affirmative votes have been cast. The tellers
will count all shares represented by proxies that reflect abstentions and
"broker non-votes" (i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. Abstentions and
broker non-votes will have the effect of a negative vote on Proposal 1.
Solicitation of proxies by personal interview, mail, telephone and facsimile may
be made by officers and Trustees of the Trust and employees of WM Advisors, Inc.
(the
<PAGE> 5
"Advisor") and its affiliates. The costs of soliciting proxies and the costs of
holding the Meeting will be borne by the Advisor.
PROPOSAL FOR LIQUIDATION OF THE FUND
BACKGROUND
The Fund began operations on March 20, 1995, as a series of the Trust.
During the period from commencement of operations through November 30, 1999, the
Fund's assets reached a level of $1.9 million. The Fund has invested primarily
in zero-coupon U.S. Treasury securities during this period. The Board of
Trustees has considered the total asset level of the Fund, the performance of
the Fund both before and after deducting certain expenses arising from the
operation of the Fund and the impact on the Fund's investment results of the
relatively small size of the Fund.
Notwithstanding the marketing of the Fund's shares, growth in the Fund's
assets has been slow. Marketing efforts, including the assumption of Fund
expenses by the "Advisor" were not adequate to significantly increase the size
of the Fund. Sales of the Fund shares have not been sufficient, in the judgment
of the Board, to allow the Fund to spread expenses over a sufficient asset base
to ensure its economic viability. For the entirety of the Fund's life, the
Advisor has waived its fees and assumed a significant portion of the expenses of
the Fund. In the absence of such waiver and assumption, the Fund's investment
returns would have been reduced.
The officers of the Fund sought to determine whether a merger or transfer of
assets would be possible, and if it would produce desirable results for
shareholders. After reviewing the relatively small size of the Fund and the time
and effort required to effect a transaction, management of the Fund believed
that the expense of a merger or transfer of the assets to another mutual fund
would be greater than the benefits shareholders of the Fund could expect to
realize from such a transaction. At its December 7, 1999, meeting, the Board
reviewed the expenses which had been assumed by the Advisor during the life of
the Fund and the effect of the operating expenses on the historic and
anticipated returns of shareholders. The Board considered that the Advisor had
not been able to collect or retain any advisory fee during the life of the Fund,
that there would be no prospect that this would change in the near future, and
that in the absence of compensation over long periods, the Advisor would
eventually be unwilling and/or unable to maintain the expense reimbursements
currently in effect. For the fiscal year ended October 31, 1999, the Fund's
total expenses were 2.71% without fee waivers or expense reimbursements and
0.93% after fee waivers and expense reimbursements.
The Board concluded that an increase in fund expenses attributable to an
eventual discontinuance of the fee waiver and assumption of the expenses in the
future would significantly reduce the Fund's returns. Moreover, the presence of
larger funds with similar objectives better able to operate on an efficient
basis made it unlikely that the Fund could achieve a significant increase in
asset size and achieve economies of scale. The Board therefore concluded that it
would be in the interest of the shareholders of the Fund to liquidate the Fund
promptly, in accordance with a Plan of Liquidation and Dissolution. (See
"General Tax Consequences" below.)
2
<PAGE> 6
PLAN OF LIQUIDATION AND DISSOLUTION
The Board of Trustees has approved the Plan of Liquidation and Dissolution
(the "Plan") summarized in this section and set forth as Exhibit A to this proxy
statement.
1. EFFECTIVE DATE OF THE PLAN AND CESSATION OF THE FUND'S BUSINESS AS AN
INVESTMENT COMPANY. The Plan will become effective on the date of its adoption
and approval by a majority of the outstanding shares of the Fund. Following this
approval, the Fund (i) will cease to invest its assets in accordance with its
investment objective and will sell the portfolio securities it owns in order to
convert its assets to cash; (ii) will not engage in any business activities
except for the purposes of winding up its business and affairs, preserving the
value of its assets and distributing its assets to shareholders after the
payment to (or reservation of assets for payment to) all creditors of the Fund;
and (iii) will terminate in accordance with the laws of the Commonwealth of
Massachusetts and the Trust's Agreement and Declaration of Trust.
2. CLOSING OF BOOKS AND RESTRICTION OF TRANSFER AND REDEMPTION OF
SHARES. The proportionate interests of shareholders in the assets shall be fixed
on the basis of their respective holdings on the Effective Date of the Plan. On
such date the books of the Fund will be closed and the shareholders' respective
interests will not be transferable. (Plan, Section 4)
3. LIQUIDATING DISTRIBUTION. As soon as possible after approval of the Plan,
and in any event within fourteen days thereafter, the Trust on behalf of the
Fund will mail to each shareholder of record on the effective date of the Plan a
liquidating cash distribution equal to the shareholder's proportionate interest
in the net assets of the Fund and information concerning the sources of the
liquidating distribution. (Plan, Section 7)
4. EXPENSES. The Advisor will bear all expenses incurred by the Fund in
carrying out the Plan, such as the mailing and tabulation of proxies, and legal
fees associated with executing the Plan. It is expected that other liabilities
of the Fund incurred or expected to be incurred prior to the date of the
liquidating distribution will be paid by the Fund, or set aside for payment,
prior to the mailing of the liquidating distribution. The total liabilities of
the Fund prior to the liquidating distribution are estimated to be $4,000. This
amount includes the amounts accrued for regular expenses of the Fund such as for
custodial and transfer agency services, legal, audit and Trustees fees and
printing costs. Any expenses and liabilities attributed to the Fund subsequent
to the mailing of the liquidating distribution will be borne by the Advisor.
(Plan, Section 6 and 8)
5. CONTINUED OPERATION OF THE FUND. After the date of mailing of the
liquidating distribution, the dissolution of the Fund will be effected. The Plan
provides that the Trustees shall have the authority to authorize such variations
from or amendments of the provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Fund and to effect the dissolution,
complete liquidation and termination of the existence of the Fund and the
purposes to be accomplished by the Plan.
GENERAL TAX CONSEQUENCES
Each shareholder who receives a liquidating distribution will recognize gain
or loss for federal income tax purposes equal to the excess of the amount of the
distribution over the shareholder's tax basis in the Fund shares. Assuming that
the shareholder holds such
3
<PAGE> 7
shares as capital assets, such gain or loss will be capital gain or loss and
will be long-term or short-term capital gain depending on the shareholder's
holding period for the shares.
The tax consequences discussed herein may affect shareholders differently
depending upon their particular tax situations unrelated to the liquidating
distribution, and accordingly, this summary is not a substitute for careful tax
planning on an individual basis. Shareholders who hold their shares through an
individual retirement or other tax-deferred account should be aware that the
liquidation of the Fund converts their shares to cash. If, under the terms of
the agreement governing the individual retirement or other tax-deferred account,
the liquidation were to result in a distribution from such account, a
shareholder should act promptly (i.e., within 60 days of receiving the
distribution) to roll the distribution into another individual retirement or
other tax-deferred account. SHAREHOLDERS MAY WISH TO CONSULT THEIR PERSONAL TAX
ADVISORS AND THE CUSTODIANS OF THEIR INDIVIDUAL RETIREMENT OR OTHER TAX-DEFERRED
ACCOUNTS CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE IMPACT THEREON OF
RECEIVING THE LIQUIDATING DISTRIBUTION AS DISCUSSED HEREIN, INCLUDING ANY STATE
AND LOCAL TAX CONSEQUENCES.
The Fund anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code, as amended, during the
liquidation period and, therefore, will not be taxed on any of its net income
from the sale of its assets. If the shareholders do not approve the Plan, the
Fund will continue to exist as a registered investment company in accordance
with its stated objective and policies. The Board would meet to consider what,
if any, steps to take in the interest of shareholders.
Shareholders are free to redeem their shares prior to the liquidation.
THE TRUSTEES OF THE FUND RECOMMEND APPROVAL OF THE PLAN.
OWNERSHIP OF SHARES AND VOTING INFORMATION
As of December 15, 1999, the "Record Date," to the knowledge of the Trust,
the Trustees and officers of the Trust, as a group, owned less than one percent
of shares of the Fund and of the Trust as a whole. As of the Record Date, the
following person owned of record or beneficially 5% or more of shares of the
Fund:
<TABLE>
<CAPTION>
PERCENTAGE
OF
SHARES OUTSTANDING
BENEFICIALLY SHARES
OWNED OWNED
------------ -----------
<S> <C> <C>
WM Advisors, Inc. 194,363 51.8%
1201 Third Avenue, 22nd Floor
Seattle, WA 98101
</TABLE>
WM Advisors, Inc. has informed the Fund that it intends to vote its shares
in favor of Proposal 1.
CERTAIN TRUSTEES AND OFFICERS OF THE TRUST
The following persons are both officers or Trustees of the Trust and
officers or directors of the Advisor: William G. Papesh, Director and President
of the Advisor, is the President and a Trustee of the Trust, Monte D. Calvin,
Director of the Advisor, is the
4
<PAGE> 8
First Vice President and Chief Financial Officer of the Trust, and Sandra A.
Cavanaugh, Director of the Advisor, is First Vice President of the Trust.
TRANSFER AGENT AND PRINCIPAL UNDERWRITER
The Fund's Transfer Agent is WM Shareholder Services, Inc. The Fund's
Principal Underwriter is WM Funds Distributor, Inc. The principal business
address of each is 1201 Third Avenue, 22nd Floor, Seattle, Washington 98101.
OTHER MATTERS
In the event that a quorum is not present for purposes of acting on Proposal
1, or if sufficient votes in favor of Proposal 1 are not received by the time of
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a plurality of the shares present in person
or represented by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of any Proposal that has not then been
adopted. They will vote against any such adjournment those proxies required to
be voted against each Proposal that has not then been adopted and will not vote
any proxies that direct them to abstain from voting on such Proposals.
Although the Meeting is called to transact any business that may properly
come before it, the only business that management intends to present or knows
that others will present is Proposal 1, mentioned in the Notice of Special
Meeting. However, you are being asked on the enclosed proxy to authorize the
persons named therein to vote in accordance with their judgment with respect to
any additional matters which properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS
The Trust does not hold annual or other regular meetings of shareholders.
Shareholder proposals to be presented at any future meeting of shareholders of
the Trust must be received by the Trust a reasonable time before the Trust's
solicitation of proxies for that meeting in order for such proposals to be
considered for inclusion in the proxy materials relating to that meeting.
5
<PAGE> 9
EXHIBIT A
January 7, 2000
WM TRUST II
TARGET MATURITY 2002 FUND
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution ("Plan") concerns the Target
Maturity 2002 Fund (the "Fund"), a series of WM Trust II (the "Trust"), which is
a Massachusetts business trust organized and existing under the laws of the
State of Massachusetts. The Fund began operations on March 20, 1995. The Trust
is registered as an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("Act"). The Plan is intended to
accomplish the complete liquidation and dissolution of the Fund in conformity
with all provisions of Massachusetts law and the Trust's Agreement and
Declaration of Trust. WHEREAS, the Trust's Board of Trustees, on behalf of the
Fund, has determined that it is in the best interests of the Fund and its
shareholders to liquidate and dissolve the Fund; and WHEREAS, at a meeting of
the Board of Trustees on December 7, 1999, it considered and adopted this Plan
as the method of liquidating and dissolving the Fund and directed that this Plan
be submitted to shareholders of the Fund for approval; NOW THEREFORE, the
liquidation and dissolution of the Fund shall be carried out in the manner
hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall be and become effective only
upon the adoption and approval of the Plan, at a meeting of shareholders
called for the purpose of voting upon the Plan, by the affirmative vote of
the holders of a majority of the outstanding voting securities of the Fund.
The day of such adoption and approval by shareholders is hereinafter called
the "Effective Date."
2. DISSOLUTION. As promptly as practicable, consistent with the
provisions of the Plan, the Fund shall be dissolved in accordance with the
laws of the Commonwealth of Massachusetts and the Trust's Agreement and
Declaration of Trust ("Dissolution").
3. CESSATION OF BUSINESS. After the Effective Date of the Plan, the Fund
shall cease its business as an investment company and shall not engage in
any business activities except for the purposes of winding up its business
and affairs, marshalling and preserving the value of its assets and
distributing its assets to shareholders in accordance with the provisions of
the Plan after the payment to (or reservation of assets for payment to) all
creditors of the Fund.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF SHARES. The proportionate
interests of shareholders in the assets of the Fund shall be fixed on the
basis of their respective stockholdings at the close of business on the
Effective Date of the Plan. On the Effective Date, the books of the Fund
shall be closed. Thereafter, unless the books are reopened because the Plan
cannot be carried into effect under the laws of the Commonwealth of
Massachusetts or otherwise, the shareholders' respective interests in the
Fund's assets shall not be transferable by the negotiation of share
certificates.
H-1
<PAGE> 10
5. LIQUIDATION OF ASSETS. As soon as is reasonable and practicable after
the Effective Date, all portfolio securities of the Fund shall be converted
to cash or cash equivalents.
6. PAYMENT OF DEBTS. As soon as practicable after the Effective Date,
the Fund shall determine and pay, or set aside in cash equivalent, the
amount of all known or reasonably ascertainable liabilities of the Fund
incurred or expected to be incurred prior to the date of liquidating
distribution provided for in Section 7, below.
7. LIQUIDATING DISTRIBUTION. As soon as possible after the Effective
Date of the Plan, and in any event within 14 days thereafter, the Fund shall
mail the following to each shareholder of record on the Effective Date: (1)
to each shareholder not holding stock certificates of the Fund, a
liquidating distribution equal to the shareholder's proportionate interest
in the net assets of the Fund; (2) to each shareholder holding stock
certificates of the Fund, a confirmation showing such shareholder's
proportionate interest in the net assets of the Fund with an advice that
such shareholder will be paid in cash upon return of the stock certificate;
and (3) information concerning the sources of the liquidating distribution.
8. MANAGEMENT AND EXPENSES OF THE FUND SUBSEQUENT TO THE LIQUIDATING
DISTRIBUTION. WM Advisors, Inc., the Fund's investment adviser, shall bear
all expenses incurred by it in carrying out this Plan of Liquidation and
Dissolution including, but not limited to, all printing, legal, accounting,
custodian and transfer agency fees, and the expenses of any reports to or
meeting of shareholders. Any expenses and liabilities attributed to the Fund
subsequent to the mailing of the liquidating distribution will be borne by
WM Advisors, Inc.
9. POWER OF BOARD OF TRUSTEES. The Board, and subject to the Trustees,
the officers, shall have authority to do or authorize any or all acts and
things as provided for in the Plan and any and all such further acts and
things as they may consider necessary or desirable to carry out the purposes
of the Plan, including the execution and filing of all certificates,
documents, information returns, tax returns and other papers which may be
necessary or appropriate to implement the Plan. The death, resignation or
disability of any director or any officer of the Trust shall not impair the
authority of the surviving or remaining Trustees or officers to exercise any
of the powers provided for in the Plan.
H-2
<PAGE> 11
9. AMENDMENT OF PLAN. The Board shall have the authority to authorize
such variations from or amendments of the provisions of the Plan as may be
necessary or appropriate to effect the marshalling of Fund assets and the
dissolution, complete liquidation and termination of the existence of the
Fund, and the distribution of its net assets to shareholders in accordance
with the laws of the Commonwealth of Massachusetts and the purposes to be
accomplished by the Plan.
WM TRUST II
On behalf of Target Maturity 2002
Fund
For the Board of Trustees
By:
----------------------------------
William G. Papesh
President
Accepted:
WM Advisors, Inc.
By:
-----------------------------------
William G. Papesh
President
H-3
<PAGE> 12
WM TRUST II
TARGET MATURITY 2002 FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 10, 2000
The undersigned hereby appoints William G. Papesh, Monte D. Calvin,
Sandra A. Cavanaugh, and John T. West and each of them separately, proxies with
power of substitution to each, and hereby authorizes them to represent and to
vote, as designated on the reverse side, at the Special Meeting of Shareholders
of the TARGET MATURITY 2002 FUND, a series of WM Trust II, on February 10, 2000
at 10:00 a.m. Pacific time, and any adjournment thereof, all of the shares of
the Fund which the undersigned would be entitled to vote if personally present.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY CARD. All joint owners should sign.
When signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation,
please sign in full corporate name and indicate
the signer's office. If a partnership, sign in the
partnership name.
--------------------------------------------
Signature
--------------------------------------------
Signature (if held jointly)
--------------------------------------------
Date
<PAGE> 13
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. The Trustees recommend a vote FOR
Proposal 1.
Please vote by filling in the appropriate box below.
For Against Abstain
[ ] [ ] [ ]
1. To approve the proposed liquidation of the Target Maturity 2002 Fund.
- --------------------------------------------------------------------------------
PLEASE SIGN ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
IF YOU HAVE ANY QUESTIONS, YOU MAY CALL (800) 222-5852.
<PAGE> 14
January 13, 2000
Dear Target Maturity 2002 Fund Shareholder:
Please take a few moments to read this important information concerning your WM
TARGET MATURITY 2002 FUND shares. The purpose of this letter is to notify you of
the proposed liquidation of the WM Target Maturity 2002 Fund, and to provide you
with an opportunity to reinvest your distribution free of initial sales charges.
LIQUIDATION OF THE WM TARGET MATURITY 2002 FUND
Since its inception in 1995, the Fund has largely achieved its objective of
providing a high level of return consistent with preservation of capital. The
Fund, however, has not grown as expected, and is too small to sustain itself. As
a result, the Fund will liquidate and distribute its assets on or about February
10, 2000.
You may choose to reinvest your liquidation proceeds in one or more funds of the
WM Group of Funds--without any sales charge--or receive a cash distribution. For
more complete information including a prospectus, simply call us at (800)
222-5852. Please ready it carefully before investing or sending money. IF WE DO
NOT RECEIVE INSTRUCTIONS FROM YOU PRIOR TO FEBRUARY 10, 2000, THE PROCEEDS WILL
BE REINVESTED IN THE WM MONEY MARKET FUND.(1) This, of course, is a tax-free
exchange and you do not need to take any action, since your account number will
remain the same.
IRA DISTRIBUTION
If you would like to have the proceeds sent directly to you, rather than your
IRA account, please contact your Financial Consultant or call us at (800)
222-5852 for an IRA Distribution Request form. Since IRA distributions are
generally taxable events, we encourage you to contact your tax advisor prior to
making this decision.
REINVEST YOUR DISTRIBUTION FREE OF SALES CHARGE
To invest your distribution in Class A shares of one or more WM Funds, please
call your Financial Consultant or call us at (800) 222-5852 prior to February
10, 2000. Please note that these other funds do not primarily invest in the same
type of obligations as the WM Target Maturity 2002 Fund, therefore, their return
and risk potential will be different. Your Financial Consultant can assist you
in selecting a WM Fund appropriate for your investment goals.
We apologize for any inconvenience this may cause you. Please be assured that we
remain committed to providing you with the highest-quality investment products
and services to help you pursue your investment goals.
Sincerely,
William G. Papesh
President
- ----------
(1) The Custodian's agent for your IRA has directed that the proceeds be placed
in the WM Money Market Fund pending your delivery of investment or
distribution instructions.
<PAGE> 15
January 13, 2000
Dear Target Maturity 2002 Fund Shareholder:
Please take a few moments to read this important information concerning your WM
TARGET MATURITY 2002 FUND shares. The purpose of this letter is to notify you of
the proposed liquidation of the WM Target Maturity 2002 Fund, and to provide you
with an opportunity to reinvest your distribution free of initial sales charges.
LIQUIDATION OF THE WM TARGET MATURITY 2002 FUND
Since its inception in 1995, the Fund has largely achieved its objective of
providing a high level of return consistent with preservation of capital. The
Fund, however, has not grown as expected, and is too small to sustain itself. As
a result, the Fund will liquidate and distribute its assets on or about February
10, 2000.
You may choose to reinvest your liquidation proceeds in one or more funds of the
WM Group of Funds--without any sales charge--or receive a cash distribution. For
more complete informatioN including a prospectus, simply call us at (800)
222-5852. Please ready it carefully before investing or sending money. A CHECK
REPRESENTING YOUR DISTRIBUTION WILL AUTOMATICALLY BE SENT TO YOUR ADDRESS OF
RECORD, UNLESS WE RECEIVE REINVESTMENT INSTRUCTIONS FROM YOU PRIOR TO FEBRUARY
10, 2000.
REINVEST YOUR DISTRIBUTION FREE OF SALES CHARGE
To invest your distribution in Class A shares of one or more WM Funds, please
call your Financial Consultant or call us at (800) 222-5852 prior to February
10, 2000. Please note that these other funds do not primarily invest in the same
type of obligations as the WM Target Maturity 2002 Fund, therefore, their return
and risk potential will be different. Your Financial Consultant can assist you
in selecting a WM Fund appropriate for your investment goals.
We apologize for any inconvenience this may cause you. Please be assured that we
remain committed to providing you with the highest-quality investment products
and services to help you pursue your investment goals.
Sincerely,
William G. Papesh
President
