<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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
WM Variable Trust
(Name of Registrant as Specified In Its Charter)
WM Variable Trust
(Name of Person(s) Filing Proxy Statement)
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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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 paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
AMERICAN GENERAL LIFE INSURANCE COMPANY
Houston, Texas 77251-1401
------------------
NOTICE TO CONTRACTOWNERS OF SPECIAL MEETING
OF SHAREHOLDERS OF THE WM VARIABLE TRUST
TO BE HELD ON JUNE 23, 1999
Dear Contractowners:
The Variable Account Value of your WM Advantage variable annuity contract
or your WM Strategic Asset Manager variable annuity contract has been allocated
at your discretion to investment divisions of Separate Account D of American
General Life Insurance Company ("American General Life"). These divisions invest
in corresponding funds or portfolios of WM Variable Trust, a mutual fund (the
"Trust").
As Contractowner of record at the close of business on April 26, 1999 (the
"Record Date"), you are hereby offered the opportunity to instruct American
General Life as to how it should vote on proposals to be considered at a Special
Meeting of Shareholders of the Trust, relating to the International Growth Fund
(the "Fund"). American General Life's Separate Account D, is, and was on the
Record Date, the sole shareholder of the Portfolios and, along with the
Portfolios, of the Funds.
The Special Meeting will be held at the main office of the Fund at 1201
Third Avenue, 22nd Floor, Seattle, Washington 98101, on June 23, 1999 at 10 a.m.
Pacific Time, to consider the approval of a new investment sub-advisory
agreement relating to the International Growth Fund by and between WM Advisors,
Inc. and Capital Guardian Trust Company.
Attached to this Notice is the Notice of Special Meeting of Shareholders
and the Proxy Statement of the Trust. You are urged to read both of these
statements prior to completing your Voting Instruction Card.
American General Life with WM Advisors, Inc., the Fund's investment
adviser, and the Trust's principal underwriter, WM Funds Distributor, Inc., are
committed to quality products and services and to earning your trust and
confidence. Please acknowledge this commitment by completing your voting
instructions and returning it to American General Life.
Rosalin S. Nolan
Vice President
IMPORTANT
IT IS IMPORTANT THAT YOUR CONTRACT BE REPRESENTED. PLEASE MARK YOUR
PREFERENCE ON THE VOTING INSTRUCTIONS, SIGN AND DATE IT, AND MAIL IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. YOUR PROMPT RESPONSE WILL HELP ENSURE THAT YOUR INTERESTS ARE
REPRESENTED.
<PAGE> 3
WM VARIABLE TRUST
INTERNATIONAL GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JUNE 23, 1999
To the Shareholders of the International Growth Fund:
Notice is hereby given that a Special Meeting of Shareholders of the
International Growth Fund (the "Fund"), a series of WM Variable Trust, will be
held on June 23, 1999 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 or disapprove a new Sub-Advisory Agreement
relating to the Fund by and between WM Advisors, Inc. and Capital
Guardian Trust Company.
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 April 26, 1999 are
entitled to notice of, and to vote at, the Meeting.
By order of the Board of Trustees,
John T. West, Secretary
MAY 10, 1999
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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 VARIABLE TRUST
INTERNATIONAL GROWTH 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 Variable
Trust (the "Trust") for use at the Special Meeting of Shareholders of the
INTERNATIONAL GROWTH FUND (the "Fund"), a series of the Trust, to be held at
10:00 a.m., Pacific time, on June 23, 1999 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 May 10, 1999.
A COPY OF THE ANNUAL REPORT OF THE TRUST FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998 MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO WM FUNDS
DISTRIBUTOR, INC., 1201 THIRD AVENUE, SEATTLE, WASHINGTON 98101 OR BY CALLING
[(800) 222-5852].
I. GENERAL
All shareholders of record of the Fund as of the close of business on
April 26, 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 number of shares of
beneficial interest of the Fund issued and outstanding as of the Record Date was
____________.
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
SUB-ADVISORY AGREEMENT. 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
2
<PAGE> 5
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 "Advisor") and its affiliates. The expenses incurred in
connection with the solicitation of proxies, and the costs of holding the
Meeting, will be borne by the Fund.
II. APPROVAL OF SUB-ADVISORY AGREEMENT WITH CAPITAL GUARDIAN TRUST COMPANY.
THE PROPOSAL
As described more fully below, the Advisor has proposed that Capital
Guardian Trust Company ("Capital Guardian") serve as sub-advisor to the Fund
pursuant to a Sub-Advisory Agreement (the "Proposed Agreement") with respect to
the Fund. In order for Capital Guardian to serve as sub-advisor to the Fund, the
Investment Company Act of 1940, as amended (the "1940 Act"), requires approval
of the Proposed Agreement by both the Trust's Board of Trustees and the Fund's
shareholders.
The Proposed Agreement was approved in principle (to be effective upon
shareholder approval and subject to formal approval of the Proposed Agreement by
the Trustees at an in-person meeting called for that purpose to be held on June
8, 1999) by a majority of the Trustees, including those Trustees who are not
"interested persons" or affiliates (as defined in the 1940 Act) of any party to
the Proposed Agreement (the "Independent Trustees"), on April 21, 1999. A
majority of the Trustees, including a majority of the Independent Trustees, have
recommended approval of the Proposed Agreement by shareholders. In determining
to recommend the engagement of Capital Guardian, the Trustees considered the
extensive experience of Capital Guardian in managing international investments,
its performance record, its distribution and administrative support
capabilities, and its fees. If the shareholders do not approve the Proposed
Agreement, the Trustees will consider what further actions to take. Such actions
could include considering another potential sub-advisor for the Fund.
A description of the Proposed Agreement, the services to be provided
thereunder, and the procedures for termination and renewal thereof is set forth
below under "Description of Proposed Agreement." Such description is qualified
in its entirety by reference to the form of the Proposed Agreement set forth in
Appendix A to this Proxy Statement. Additional information about Capital
Guardian is set forth below under "Other Information."
3
<PAGE> 6
DESCRIPTION OF PROPOSED AGREEMENT
In order to assist it in carrying out its responsibilities as manager
of the Fund, the Advisor has proposed to retain Capital Guardian under the
Proposed Agreement to render sub-advisory services to the Fund under the
supervision of the Advisor and the Trustees of the Trust.
The Advisor would pay the fees of Capital Guardian under the Proposed
Agreement. Under the Proposed Agreement, Capital Guardian would receive a fee
that would have been equal to approximately [0.43%] of the Fund's average net
assets during the year ended December 31, 1998. Under the Proposed Agreement
and a substantially identical agreement with respect to the International
Growth Fund series of WM Trust II, the Advisor would pay Capital Guardian fees
at an annual rate based upon the combined average net assets ("Combined
Assets") of the Fund and the International Growth Fund series of WM Trust II
according to the following schedule: ___% of the first $___ million of Combined
Assets, ___% of the next $___ million of Combined Assets, and ___% of the
Combined Assets in excess of $___ million. The portion of these fees
attributable to the Proposed Agreement would be based on the ratio of the
Fund's average daily net assets to the Combined Assets.
The Proposed Agreement provides that, subject to the supervision of the
Trustees and the Advisor, Capital Guardian would, in conformity with the Trust's
Master Trust Agreement, the 1940 Act, the Investment Advisers Act of 1940 (to
the extent applicable) and the Internal Revenue Code of 1986, make investment
decisions for the Fund in accordance with the Fund's investment objectives and
policies as stated in the Fund's Prospectus and Statement of Additional
Information as in effect and as amended from time to time with notice to Capital
Guardian; place purchase and sale orders on behalf of the Fund to effectuate the
investment decisions made; maintain books and records with respect to the
securities transactions of the Fund and furnish to the Trust's Board of Trustees
such periodic, regular and special reports as the Board may request; and treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Trust and prior, present or potential shareholders.
The Proposed Agreement further provides that Capital Guardian shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and such records may not be withheld where Capital Guardian may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities or when so
requested by the Trust. In providing those services, Capital Guardian would
supervise the Fund's investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the Funds' assets. In
addition, Capital Guardian would furnish the Fund or the Advisor with whatever
statistical information the Fund or the Advisor may reasonably request with
respect to the investments that the Fund may hold or contemplate purchasing.
The Proposed Agreement provides that it will continue in effect for an
initial term of [two] years from its date of execution (which is expected to
be on or about July 1, 1999) and thereafter so long as it is approved at least
annually in accordance with the 1940 Act. The 1940 Act requires that, after the
initial two-year term, the Proposed Agreement be approved at least annually by
(i) the vote, cast in person at a meeting called for the purpose, of a majority
of the Independent Trustees and (ii) the majority vote of the full Board of
Trustees or the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund. The
4
<PAGE> 7
Proposed Agreement terminates automatically in the event of its assignment or
upon any termination of the advisory agreement between the Trust and the
Advisor. The Proposed Agreement may be terminated without penalty on 30 days'
written notice, by the Advisor, by the Board of Trustees of the Trust or by a
vote of a majority of the Funds' shares, or upon 90 days' written notice by
Capital Guardian.
The Proposed Agreement provides that Capital Guardian shall not be
subject to any liability for any error of judgement or mistake of law or for any
loss suffered by the Fund in the course of, or connected with, rendering
services thereunder, in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
TRUSTEES' RECOMMENDATION
THE TRUSTEES OF THE TRUST RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE
FOR APPROVAL OF THE PROPOSED AGREEMENT.
Approval requires the vote of the lesser of (1) 67% of the shares of
the Fund represented at the Meeting, if more than 50% of the shares of the Fund
are represented at the Meeting, or (2) more than 50% of the outstanding shares
of the Fund.
III. ADDITIONAL INFORMATION
INFORMATION ABOUT THE TRUST
The Trust is an open-end management investment company organized in
1993 as a business trust under the laws of Massachusetts. The Trust is a series
investment company with fifteen investment portfolios. The Fund is one of those
portfolios and is diversified. The address of the Trust is 1201 Third Avenue,
22nd Floor, Seattle, Washington 98101.
INFORMATION ABOUT THE ADVISOR
WM Advisors, Inc., the Advisor to the Fund, is registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and has been in
the investment management business since 1944. The Advisor is a subsidiary of
Washington Mutual, Inc. The principal address of Washington Mutual, Inc. is 1201
Third Avenue, Seattle, Washington 98101.
ADVISORY AGREEMENT
The Advisor currently acts as the Fund's Advisor pursuant to an
agreement with the Trust dated January 30, 1998 (the "Advisory Agreement") and
approved by the Fund's shareholders on December 23, 1997. The Advisory Agreement
was submitted for shareholder approval at such time in connection with the
reorganization of the Trust.
5
<PAGE> 8
The Advisor's responsibilities under the Advisory Agreement include
managing the Fund's investment operations and portfolio composition, 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. In connection with its
service as investment advisor to the Fund, the Advisor may engage one or more
sub-advisors to provide investment advisory services to the Fund and may change
or eliminate any such sub-advisor. Where the Advisor has not delegated such
duties to a sub-advisor, it is responsible for managing the investment and
reinvestment of the Fund's assets.
The Advisory Agreement provides that it will, unless sooner terminated
in accordance with the Advisory Agreement, continue in effect with respect to
the Fund for a period of two years from its effective date and thereafter on an
annual basis with respect to the Fund, provided such continuance is approved at
least annually (a) by the vote of a majority of the Trustees, including a
majority of independent and disinterested Trustees, or (b) by the vote of a
majority of the outstanding voting securities of the Fund. The Advisory
Agreement provides that it terminates automatically in the event of its
assignment (as defined by the 1940 Act) by the Advisor. The Advisory Agreement
provides that it may be amended only in accordance with the 1940 Act.
The Advisory Agreement may be terminated at any time without the
payment of any penalty, by either the Trust (by vote of the Board of Trustees,
or by a vote of a majority of the outstanding voting securities of the Fund) or
the Advisor upon 60 days' written notice to the other.
The Advisory Agreement provides that the Advisor shall not be
liable for any error of judgement or mistake of law or for any loss suffered by
the Trust in connection with matters to which the Advisory Agreement relates,
except by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under the Advisory Agreement.
The Advisory Agreement provides that the Advisor shall pay the expenses
incurred by it in connection with its activities under the Advisory Agreement.
Under the Advisory Agreement, a monthly advisory fee based on the
average daily net assets of the Fund is payable by the Fund to the Advisor at an
annual rate of .950% on the first $50 million of net assets, plus .850% on the
next $75 million of net assets, plus .750% on net assets in excess of $125
million.
6
<PAGE> 9
FEES PAID
For the fiscal year ended December 31, 1998, the Fund paid advisory
fees to the Advisor, transfer agency fees and administrative fees to WM
Shareholder Services, Inc., and distribution fees to the Distributor as follows:
advisory fees: $_______; transfer agency fees: $_______; administrative fees:
$_______; distribution fees $_______.
INFORMATION ABOUT CAPITAL GUARDIAN
Capital Guardian is a wholly-owned subsidiary of Capital Group
International, Inc. ("CGI"), which in turn is owned by The Capital Group
Companies, Inc. ("CGC"), all of which are located at 333 South Hope Street, Los
Angeles, CA 90071. CGC is also the parent company of several other subsidiaries,
all of which directly or indirectly provide investment management services. A
broad group of approximately 250 key investment and administrative people have
an equity participation in CGC, with 100% of the company owned by active
associates and recent retirees. CGC maintains investment management
relationships with several other organizations around the world. Capital
Guardian had aggregate assets under management of more than $85,883 billion as
of March 31, 1999. Capital Guardian has informed the Advisor that it has no
financial condition that is reasonably likely to impair its financial ability to
fulfill its commitment to the Fund under the Proposed Agreement.[Name the
principal executive officer and each director.]
If the Proposed Agreement is approved by shareholders (assuming
approval of the Proposed Agreement by the Board of Trustees at an in-person
meeting called for that purpose to be held on June 8, 1999), a team of portfolio
managers will have responsibility for the day-to-day management of the Fund's
portfolio, effective on or about July 1, 1999. The lead portfolio manager would
be [name], [title], who has been employed by Capital Guardian since [date of
employment]. The other members of the management team would be: David I. Fisher,
Chairman of the Board of CGI and Capital Guardian (29 years with Capital
Guardian); Hartmut Giesecke, Chairman of the Board of Capital Guardian's
Japanese investment management subsidiary, Capital International K.K., Managing
Director Asia-Pacific of CGI, Senior Vice President and Director of Capital
International Research, Inc. and Capital International, Inc. (26 years with
Capital Guardian); Richard N. Havas, Senior Vice President and a portfolio
manager with research responsibilities for Capital Guardian and Capital
International Limited (13 years with Capital Guardian); Nancy J. Kyle, Senior
Vice President, Director and a member of the Executive Committee of Capital
Guardian, President and a Director of Capital Guardian (Canada), Inc., and a
Vice President of Emerging Markets Growth Fund (8 years with Capital Guardian);
John McIlwraith, Senior Vice President-International and a Director of Capital
Guardian, a Director and a Senior Vice President of Capital International
Limited, and an international equity portfolio manager (15 years with Capital
Guardian); Robert Ronas, President and a Director of Capital Guardian, Chairman
of the Board of Capital International Research, Inc., Chairman of the Board and
a Director of Capital Guardian (Canada), Inc., a Director of CGC and CGI, and a
Senior Vice President of Capital International S.A. and Capital International
Limited (26 years with Capital Guardian); Lionel M. Sauvage, a Senior Vice
President and portfolio manager for Capital Guardian and a Vice President and a
Director for Capital International Research, Inc. (12 years with Capital
Guardian); Nilly Sikorsky, President and Managing Director of Capital
International S.A., Chairman of Capital International Perspective S.A., Managing
Director - Europe and a Director of CGI, a Director of CGC, Capital
International Limited and Capital International K.K. (36 years with Capital
Guardian); Rudolf M. Staehelin, a Senior Vice President and Director of Capital
International Research, Inc. and Capital International S.A. (17 years with
Capital).
OTHER FUNDS ADVISED OR SUB-ADVISED BY CAPITAL GUARDIAN
As of March 31, 1999, CGTC acts as a sub-advisor to the registered
investment companies listed below which have a similar investment mandate to the
Fund. The size of each fund and the fee schedule applicable to each is set forth
below. CGTC has not waived, reduced or otherwise agreed to reduce compensation
under the schedules below except as may be noted.
<TABLE>
<CAPTION>
Between Between
Assets as of First $25,000,000 & $50,000,000 & Over
Fund 3/31/99 $25,000,000 $50,000,000 $250,000,000 $250,000,000
- ---- ------------ ----------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Diversified Investment
Advisors-International
Equity Fund $368,302,946 .75% .60% .425% .375%
Fremont International
Growth Fund $ 37,128,589 .75% .60% .425% .375%
Vantage Point
International Fund $136,451,336 .75% .60% .425% .375%
Republic International
Equity Fund $239,234,642 .70% .55% .425% .375%
SEI Institutional
Investments Trust* $162,200,000 .75% .60% .425% .375%
SEI Institutional
International Trust* $355,300,000 .75% .60% .425% .375%
American General
International Value
Fund-AG2 $ 6,200,000 .75% .60% .425% .375%
American General
International Value
Fund-AG3 $ 6,800,000 .75% .60% .425% .375%
</TABLE>
* Based upon a funding commitment to reach a designated asset level within a
set time, CGTC has charged under the above schedule from the onset as if the
designated asset level had been reached.
7
<PAGE> 10
CURRENT SUB-ADVISORY AGREEMENT
Warburg Pincus Asset Management, Inc. ("Warburg") currently acts as
sub-advisor to the Fund pursuant to an agreement (the "Current Sub-Advisory
Agreement") with the Advisor dated January 30, 1998, which was approved by the
Fund's shareholders on December 23, 1997. The Current Sub-Advisory Agreement was
submitted for shareholder approval at such time in connection with the
reorganization of the Trust. The Board of Trustees of the Trust approved such
agreement at a meeting held on October 27-28, 1999. Under the Current
Sub-Advisory Agreement, Warburg is compensated for its services by the Advisor
at an annual rate of 0.50% of the Fund's average daily net assets. The aggregate
fee paid to Warburg was $_______ during the fiscal year ended December 31, 1998.
If the Proposed Agreement is approved, it is expected that the Current Sub-
Advisory Agreement will be terminated and the Proposed Agreement will be
effective on or about July 1, 1999.
COMPARISON OF PROPOSED AGREEMENT AND CURRENT SUB-ADVISORY AGREEMENT
The material terms of the Current Sub-Advisory Agreement and the
Proposed Agreement are substantially the same, except for the sub-advisory fee
rates. Had the Proposed Agreement been in effect during the last fiscal year,
the aggregate sub-advisory fee would have been $______________ during the
fiscal year ended December 31, 1998. The difference in the fee that
was actually paid under the Current Sub-Advisory Agreement and the fee that
would have been paid under the Proposed Agreement is _____% of the fee paid
to Warburg during the fiscal year ended December 31, 1998.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Brokerage and Research Services
Most of the purchases and sales of securities for the Fund, whether
transacted on a securities exchange or over-the-counter, will be effected in the
primary trading market for the securities. Decisions to buy and sell securities
for the Fund will be made by the Advisor or Capital Guardian, which also is
responsible for placing these transactions, subject to the overall review of the
Trust's Board of Trustees. Although investment decisions for the Fund will be
made independently from those of the other accounts managed by the Advisor or
Capital Guardian, investments of the type the Fund may make may also be made by
those other accounts. When the Fund and one or more other accounts managed by
the Advisor or Capital Guardian are prepared to invest in, or desire to dispose
of, the same security, available investments or opportunities for sales will be
allocated in a manner believed by the Advisor or Capital Guardian to be
equitable to each. In some cases, this procedure may adversely affect the price
paid or received by the Fund or the size of the position obtained or disposed of
by the Fund. In other cases, however, it is believed that coordination and the
ability to participate in volume transactions will be to the benefit of the
Fund.
There is generally no stated commission in the case of securities
traded in the over-the-counter markets, but the prices of those securities
include undisclosed commissions or concessions, and the prices at which
securities are purchased from and sold to dealers include a dealer's mark-up or
mark-down.
In selecting brokers or dealers to execute portfolio transactions on
behalf of the Fund, the Advisor or Capital Guardian seeks the best overall terms
available. In assessing the best overall terms available for any transaction,
the Advisor and Capital Guardian will consider the factors that the Advisor or
Capital Guardian deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. In addition, the
Advisory Agreement authorizes the Advisor, in selecting brokers or dealers to
execute a particular transaction and in evaluating the best overall terms
available, to consider the value of any brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended) provided by a broker or dealer. The Advisor may pay a broker or
dealer who provides such services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting the transaction if the Advisor
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.
Under the Proposed Agreement, Capital Guardian would, in placing orders with
brokers and dealers, attempt to obtain the best net price and the most favorable
execution of its orders. Consistent with this obligation, when the execution and
price offered by two or more brokers or dealers are comparable, Capital Guardian
would, in its discretion, be permitted to purchase and sell securities to and
from brokers and dealers who provide the Trust with research advice and other
services. The fees under the Advisory Agreements are not reduced by reason of
their receiving such brokerage and research services. The Trust's Board of
Trustees will periodically review the commissions paid by the Fund to determine
if the commissions paid over representative periods of time were reasonable in
relation to the benefits received by the Fund.
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<PAGE> 11
Consistent with applicable provisions of the 1940 Act, the rules and
exemptions adopted by the Commission thereunder, and relevant interpretive and
"no-action" positions taken by the Commission's staff, the Trust's Board of
Trustees has adopted procedures pursuant to Rule 17e-1 under the 1940 Act to
ensure that all portfolio transactions with affiliates will be fair and
reasonable. Under the procedures adopted, portfolio transactions for the Fund
may be executed through any affiliated broker (other than affiliated persons of
the Trust solely because the broker is an affiliated person of a sub-advisor of
another Fund) if, subject to other conditions in the Rule 17e-1 procedures, in
the judgment of the Advisor or Capital Guardian, the use of an affiliated broker
is likely to result in price and execution at least as favorable as those of
other qualified broker-dealers, and if, in the transaction an affiliated broker
charges the Fund a rate consistent with those charged for comparable
transactions in comparable accounts of the broker's most favored unaffiliated
clients. Over-the-counter purchases and sales are transacted directly with
principal market makers except in those cases in which better prices and
executions may be obtained elsewhere.
Brokerage Transactions with Affiliates
During the fiscal year ended December 31, 1998, the Fund [did not pay
any brokerage commissions to any broker then affiliated with the Advisor or
Capital Guardian].
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<PAGE> 12
OWNERSHIP OF SHARES AND VOTING INFORMATION
[As of April 29, 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 each class of shares of the Fund and of the Trust as a whole.] As of
the Record Date, the following persons owned of record or beneficially 5% or
more of the shares of the Fund:
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
------------ -------------
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>
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 Senior Vice President and Chief Financial
Officer of the Trust, and Sandra Cavanaugh, Director of the Advisor, is Senior
Vice President of the Trust.
No persons act as both officers or Trustees of the Trust and officers
or directors of Capital Guardian.
TRANSFER AGENT, ADMINISTRATOR AND PRINCIPAL UNDERWRITER.
The Transfer Agent and Administrator is WM Shareholder Services, Inc.
The Principal Underwriter is WM Funds Distributor, Inc. The principal business
address of each is 1201 Third Avenue, 22nd Floor, Seattle, Washington 98101.
10
<PAGE> 13
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 other 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 at 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.
May 10, 1999
11
<PAGE> 14
APPENDIX A
INVESTMENT SUB-ADVISORY AGREEMENT
INTERNATIONAL GROWTH FUND
EFFECTIVE AS OF JULY 1, 1999
Capital Guardian Trust Company
333 South Hope Street
Los Angeles, CA 90071
Ladies and Gentlemen:
WM Advisors, Inc. ("WM Advisors"), a corporation organized under the
laws of the state of Washington, hereby agrees with Capital Guardian Trust
Company, (the "Sub-Advisor"), a trust company organized under the laws of the
State of California, as follows:
1. Investment Description; Appointment
WM Advisors desires to employ the capital of the International Growth
Fund (the "Fund"), a series of WM Variable Trust (the "Trust"), by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in the Trust's Master Trust Agreement, as amended, and in the
Prospectus and Statement of Additional Information relating to the Fund as in
effect and which may be amended from time to time, and in such manner and to
such extent as may from time to time be approved by the Board of Trustees of the
Trust. Copies of the Funds' Prospectus and Statement of Additional Information
and the Trust's Master Trust Agreement, as amended, have been or will be
submitted to the Sub-Advisor. WM Advisors agrees to provide copies of all
amendments to the Fund's Prospectus and Statement of Additional Information and
the Trust's Master Trust Agreement to the Sub-Advisor on an on-going basis. WM
Advisors desires to employ and hereby appoints the Sub-Advisor to act as
investment sub-advisor to the Fund. The Sub-Advisor accepts the appointment and
agrees to furnish the services described herein for the compensation set forth
below.
2. Services as Investment Sub-Advisor
Subject to the supervision of the Board of Trustees of the Trust and of
WM Advisors, the Fund's investment adviser, the Sub-Advisor will (a) act in
conformity with the Trust's Master Trust Agreement, the Investment Company Act
of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 (to the extent
applicable to the Sub-Advisor) and the Internal Revenue Code of 1986, as the
same may from time to time be amended; (b) make investment
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<PAGE> 15
decisions for the Fund in accordance with the Fund's investment objectives and
policies as stated in the Fund's Prospectus and Statement of Additional
Information as in effect and, after notice to the Sub-Advisor, and which may be
amended from time to time; (c) place purchase and sale orders on behalf of the
Fund to effectuate the investment decisions made; (d) maintain books and
records with respect to the securities transactions of the Fund and will
furnish to the Trust's Board of Trustees such periodic, regular and special
reports as the Board may request; and (e) treat confidentially and as
proprietary information of the Trust, all records and other information relative
to the Trust and prior, present or potential shareholders; and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and such records may not be withheld where the Sub-Advisor may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust. In providing those services, the Sub-Advisor will
supervise the Fund's investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the Fund's assets. In
addition, the Sub-Advisor will furnish the Fund or WM Advisors with whatever
statistical information the Fund or WM Advisors may reasonably request with
respect to the investments that the Funds may hold or contemplate purchasing.
3. Brokerage
In executing transactions for the Fund and selecting brokers or
dealers, the Sub-Advisor will use its best efforts to seek the best overall
terms available and shall execute or direct the execution of all such
transactions in a manner permitted by law and in a manner that is in the best
interest of the Fund and their shareholders. In assessing the best overall
terms available for any Fund transactions, the Sub-Advisor will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. Pursuant to
its investment determinations for the Fund, in placing orders with brokers and
dealers, the Sub-Advisor will attempt to obtain the best net price and the most
favorable execution of its orders. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers are comparable,
the Sub-Advisor may, in its discretion, purchase and sell portfolio securities
to and from brokers and dealers who provide the Trust with research advice and
other services.
4. Information Provided to the Trust
The Sub-Advisor will keep the Trust and WM Advisors informed of
developments materially affecting the Fund, and will on its own initiative,
furnish the Trust and WM Advisors on at least a quarterly basis with whatever
information the Sub-Advisor believes is appropriate for this purpose.
5. Standard of Care
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<PAGE> 16
The Sub-Advisor shall exercise its best judgment in rendering the
services described in paragraphs 2 and 3 above. The Sub-Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the matters to which this Agreement relates, except
(a) a loss resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the 1940
Act), or (b) 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 (each such
breach, act or omission described in (a) or (b) shall be referred to as
"Disqualifying Conduct").
6. Compensation
In consideration of the services rendered pursuant to this Agreement,
WM Advisors will pay the Sub-Advisor on the first business day of each month a
fee for the previous month according to the schedule of fees detailed in Annex A
attached to this Agreement. The Sub-Advisor shall have no right to obtain
compensation directly from the Fund or the Trust for services provided
hereunder and agrees to look solely to WM Advisors for payment of fees due. Upon
any termination of this Agreement before the end of a month, the fee for such
part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Advisor, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Fund's Prospectus or Statement of
Additional Information relating to the Fund as from time to time in effect.
7. Expenses
The Sub-Advisor will bear all expenses in connection with the
performance of its services under this Agreement, which expenses shall not
include brokerage fees or commissions in connection with the effectuation of
securities transactions. The Trust will bear certain other expenses to be
incurred in its operation, including but not limited to: organizational
expenses, taxes, interest, brokerage fees and commissions, if any; fees of
trustees of the Trust who are not officers, directors or employees of the
Sub-Advisor, WM Advisors, or any of their affiliates; Securities and Exchange
Commission fees and state Blue Sky qualification fees; out-of-pocket expenses of
custodians, transfer and dividend disbursing agents and transaction charges of
custodians; insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Trust's existence; costs attributable to investor services,
including without limitation, telephone and personnel expenses; costs of
preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund and of the
officers or Board of Trustees of the Trust; and any extraordinary expenses. In
addition, the Funds pay a distribution fee pursuant to the terms of a
Distribution Plan adopted under Rule 12b-1 of the 1940 Act.
8. Services to Other Companies or Accounts
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<PAGE> 17
WM Advisors understands that the Sub-Advisor now acts, will continue to
act and may act in the future as investment adviser to fiduciary and other
managed accounts and as investment adviser to one or more other investment
companies or series of investment companies, and WM Advisors has no objection to
the Sub-Advisor so acting, provided that whenever the Fund and one or more
other accounts or investment companies advised by the Sub-Advisor have available
funds for investment, investments suitable and appropriate for each will be
allocated in accordance with procedures believed to be equitable to each entity.
Similarly, opportunities to sell securities will be allocated in an equitable
manner. WM Advisors recognizes that in some cases this procedure may limit the
size of the position that may be acquired or disposed of for the Fund. In
addition, WM Advisors understands that the persons employed by the Sub-Advisor
to assist in the performance of the Sub-Advisor's duties hereunder will not
devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Sub-Advisor or any affiliate of the
Sub-Advisor to engage in and devote time and attention to other business or to
render services or whatever kind or nature.
9. Term of Agreement
This Agreement shall become effective as of the date first written
above, shall continue for a period of two years thereafter, and shall continue
in effect for a period of more than two years thereafter only so long as such
continuance is specifically approved at least annually by (a) the Board of
Trustees of the Trust or (b) a vote of a "majority" (as defined in the 1940 Act)
of the Fund's outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of any party to this
Agreement, by vote case in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, on 30 days'
written notice, by WM Advisors, the Board of Trustees for the Trust or by vote
of holders of a majority of the Funds' shares, or upon 90 days' written notice
by the Sub-Advisor and will terminate automatically upon any termination of the
advisory agreement between the Trust and WM Advisors. In addition, this
Agreement will also terminate automatically in the event of its assignment (as
defined in said Act). The Sub-Advisor agrees to notify the Trust of any
circumstances that might result in this Agreement being deemed to be assigned.
10. Representations of WM Advisors and the Sub-Advisor
WM Advisors represents that (a) a copy of the Trust's Master Trust
Agreement, dated January 29, 1993, together with all amendments thereto, is on
file in the office of the Secretary of the Commonwealth of Massachusetts, (b)
the appointment of the Sub-Advisor has been duly authorized, (c) it has acted
and will continue to act in conformity with the 1940 Act and other applicable
laws, and (d) it is authorized to perform the services herein.
The Sub-Advisor represents that it is authorized to perform the
services described herein.
11. Indemnification
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<PAGE> 18
WM Advisors shall indemnify and hold harmless the Sub-Advisor from and
against any and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses), howsoever arising from or in
connection with this Agreement or the performance by the Sub-Advisor of its
duties hereunder; provided, however, that nothing contained herein shall require
that the Sub-Advisor be indemnified for Disqualifying Conduct.
12. Amendment of this Agreement
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
13. Use of Names
a. It is understood that the name "Capital Guardian Trust
Company" or any derivative thereof or logo associated with
that name is the valuable property of the Sub-Advisor and its
affiliates and that the Trust and/or the Fund have the right
to use such name (or derivative or logo) in offering materials
of the Trust and/or Fund only with the prior written approval
of the Sub-Advisor and for so long as the Sub-Advisor is an
investment sub-advisor to the Trust and/or the Fund; provided
that the Trust and the Fund may use such name (or derivative
or logo) without such prior written approval in offering
materials of the Trust to the extent that (i) such materials
simply list the Sub-Advisor as the Sub-Advisor to the Fund as
part of a listing of the investment sub-advisers to the series
or portfolios of the Trust with a brief description of the
Sub-Advisor's experience and duties hereunder; (ii) such
materials include such name (or derivative or logo) and any
related information that has been previously approved by the
Sub-Advisor or that is required to be disclosed by applicable
law or regulation, such as information disclosed in the
Trust's registration statement; or (iii) such materials are
intended for broker-dealer use only, for use by the Trust's
Trustees, or for internal use by the Trust and WM Advisors.
Such prior written approval of the Sub-Advisor shall not be
unreasonably withheld and shall be deemed to be given if no
written objection is received by the Trust, the Fund or WM
Advisors within three business days after the request is made
by the Trust, the Fund or WM Advisors for such use. Upon
termination of this Agreement, the Trust and the Fund shall
forthwith cease to use such name (or derivative or logo) as
soon as reasonably practicable.
b. It is understood that the names "WM Variable Trust," and "WM
Advisors, Inc." or any derivatives thereof or logos associated
with such names is the valuable property of the Trust and/or
WM Advisors and their affiliates and that the Sub-Advisor or
its affiliates have the right to use such names (or
derivatives or logos) in marketing materials of the
Sub-Advisor or its affiliates only with the prior written
approval of WM Advisors or the Trust, as applicable, and for
so long as the Sub-Advisor is an investment sub-advisor to the
Trust and/or the Fund; provided that the Sub-Advisor or its
affiliates may use such names (or
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<PAGE> 19
derivatives or logos) without such prior written approval in
marketing materials of the Sub-Advisor or its affiliates to
the extent that (i) such materials simply list the Trust or
the Fund as part of a listing of the investment companies
advised by the Sub-Advisor or its affiliates with a brief
description of the Trust or the Fund; (ii) such materials
include such names (or derivatives or logos) and any related
information that has been previously approved by the Trust or
WM Advisors, as applicable, or that is required to be
disclosed by applicable law or regulation; or (iii) such
materials are intended for broker-dealer use only or for
internal use by the Sub-Advisor. Such prior written approval
of WM Advisors or the Trust, as applicable, shall not be
unreasonably withheld and shall be deemed to be given if no
written objection is received by the Sub-Advisor within three
business days after the request is made by the Sub-Advisor for
such use. Upon termination of this Agreement, the Sub-Advisor
and its affiliates shall forthwith cease to use such names (or
derivatives or logos) as soon as reasonably practicable.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
15. Governing Law
This Agreement shall be governed in accordance with the laws of The
Commonwealth of Massachusetts.
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
WM Advisors, Inc.
Dated: By
--------------------- -------------------------------
Name:
Title:
Accepted:
Capital Guardian Trust Company
By Dated:
------------------------- ---------------------------
Name:
Title:
A-6
<PAGE> 20
ANNEX A
1. For purposes of calculating the fee to be paid to the
Sub-Advisor under this Agreement:
"Fund Assets" shall mean the net assets of the Fund;
"Other Assets" shall mean the portion of the net assets of the
International Growth Fund series of WM Trust II managed by the
Sub-Advisor; and
"Combined Assets" shall mean the sum of Fund Assets and Other
Assets.
2. The Sub-Advisor shall be paid a monthly fee, absent fee
waivers, according to the following annual rate schedule based upon the average
daily Combined Assets:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
First Next Next Next Next Over
$______ $______ $______ $______ $______ $______
MILLION MILLION MILLION MILLION MILLION MILLION
0._____% 0._____% 0._____% 0._____% 0._____% 0._____%
</TABLE>
The portion of this monthly fee that is payable under this Agreement shall be a
pro rata portion of this monthly fee based upon the ratio of average daily Fund
Assets to average daily Combined Assets. The remainder of this monthly fee shall
be payable under a separate agreement between WM Advisors and the Sub-Advisor
with respect to the International Growth Fund series of WM Trust II.
A-7
<PAGE> 21
WM VARIABLE TRUST
INTERNATIONAL GROWTH FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS-July 23, 1999
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 below, at the Special Meeting of Shareholders of the
INTERNATIONAL GROWTH FUND, a series of WM Variable Trust, on July 23, 1999 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED 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.
For Against Abstain
[ ] [ ] [ ]
1. To approve the Sub-Advisory Agreement with respect to the International
Growth Fund between WM Advisors, Inc. and Capital Guardian Trust Company.
PLEASE SIGN ON THE REVERSE SIDE 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
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
IF YOU HAVE ANY QUESTIONS, YOU MAY CALL (800) [XXX-XXXX].
- --------------------------------------------------------------------------------
<PAGE> 22
AMERICAN GENERAL LIFE
P.O. BOX 9145
FARMINGDALE, NY 11735-9855
WM VARIABLE TRUST
INTERNATIONAL GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS-June 23, 1999
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF
OF THE TRUSTEES OF THE WM VARIABLE TRUST.
This proxy is for your use in voting on the proposal below relating to
WM Variable Trust (the "Trust"). The undersigned hereby instructs American
General Life Insurance Company Separate Account D ("Separate Account D") to vote
shares of the International Growth Fund (the "Fund"), attributable to his/her
variable annuity contract for which the undersigned is entitled to give
instructions at the Special Meeting of Shareholders of the Fund to be held at
10:00 a.m. Pacific Time on June 23, 1999, and at any adjournment thereof, upon
the proposals below and as set forth in the Notice of Special Meeting. The
undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Trust's Proxy Statement accompanying this Voting
Instruction Card and revokes any instructions previously given.
With respect to those shares for which instructions have not been
received by Separate Account D before the meeting, Separate Account D will vote
those shares in the affirmative, in the negative or in abstention, in the same
proportion as those shares for which instructions have been received.
This ballot, when properly executed, will be voted in the manner
directed herein by the undersigned. If no direction is made, this ballot will be
voted in favor of the proposals.
By signing and dating below you instruct Separate Account D to vote
shares of the Funds/Portfolios attributable to your variable annuity contract at
the Special Meeting of Shareholders of the Trust or at any and all adjournments
of the Special Meeting. It shall vote as recommended by the trustees, except as
you have otherwise indicated on the card below and in its discretion upon such
other matters as may properly come before the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
In its discretion, Separate Account D is authorized to vote upon such
other business as may properly come before the Meeting. The Trustees recommend a
vote FOR Proposal 1.
For Against Abstain
[ ] [ ] [ ]
1. To approve the Sub-Advisory Agreement with respect to the
Fund between WM Advisors, Inc. and Capital Guardian Trust Company.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE> 23
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
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
IF YOU HAVE ANY QUESTIONS, YOU MAY CALL 1-800-277-0914.
- --------------------------------------------------------------------------------
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