[ROPES & GRAY LETTERHEAD]
January 10, 2005 Daniel B. Adams
(617) 951-7788
daniel.adams@ropesgray.com
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Larry Greene
Re: WM Trust II (the "Trust")
File Nos. 811-05775 and 033-27489
Dear Mr. Greene:
Transmitted herewith for filing by means of electronic submission on behalf of
the Trust pursuant to (1) Rule 14a-6(b) under the Securities Exchange Act of
1934 and (2) Rule 101(a)(1)(iii) of Regulation S-T, for use in connection with a
special meeting of shareholders of the Growth Fund, a series of the Trust (the
"Fund"), are the definitive proxy statement, the definitive form of proxy and
other definitive additional materials.
This letter also sets forth the Trust's responses to the staff's comments, given
to me telephonically on December 17, 2004, with respect to the Fund's
preliminary proxy statement filed on December 13, 2004 (the "Preliminary
Proxy"). For your convenience, I have summarized each comment before the
response.
The special meeting of shareholders is scheduled for February 3, 2005. The Trust
expects to begin mailing the proxy materials to shareholders on or about January
10, 2005.
1. PLEASE SUBMIT A COVER LETTER WITH SUBSEQUENT FILINGS.
RESPONSE TO COMMENT 1
The Trust intends to submit cover letters with subsequent filings.
2. PLEASE CONFIRM THAT THE PROXY STATEMENT STATES THE VOTE REQUIRED FOR
APPROVAL OF THE PROPOSAL.
Securities and Exchange Commission - 2 - January 10, 2005
RESPONSE TO COMMENT 2
The second paragraph from the bottom of page 8 of the Preliminary Proxy
states:
Approval of the Proposed Agreement requires the vote of a
majority of the outstanding voting securities as defined in the
1940 Act. A "majority of the outstanding voting securities," as
defined in the 1940 Act, means 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.
3. THE LANGUAGE IN THE LAST PARAGRAPH OF SECTION I OF THE PRELIMINARY PROXY
SEEMS TO INDICATE THAT A FEE WILL BE PAID TO WM ADVISORS, INC. (THE
"ADVISOR") IN EXCESS OF THE FEE DUE TO THE ADVISOR PURSUANT TO ITS
AGREEMENT WITH THE FUND. PLEASE CLARIFY SUPPLEMENTALLY.
RESPONSE TO COMMENT 3
The language in question states that the Advisor is entitled to the
excess, if any, of (i) the fee set forth in the agreement between the
Advisor and the Fund over (ii) the fees paid by the Fund to the Fund's
sub-advisors. The described arrangement provides that the Advisor is
entitled to a fee only if and to the extent that the aggregate amount of
fees paid to the Fund's sub-advisors is less than the fee otherwise
payable to the Advisor pursuant to its agreement with the Fund.
4. THE SECOND FULL PARAGRAPH ON PAGE 8 OF THE PRELIMINARY PROXY STATES
THAT, FOR PURPOSES OF CALCULATING FEES, THE ASSETS OF THE FUND WILL BE
AGGREGATED WITH THE ASSETS OF THE WM VARIABLE TRUST GROWTH FUND SERIES.
PLEASE CONFIRM SUPPLEMENTALLY THAT THIS FUND MIRRORS THE FUND AND THAT
THIS FEE ARRANGEMENT EXISTED WITH THE FUND'S FORMER SUB-ADVISOR.
RESPONSE TO COMMENT 4
The Trust confirms to the staff that the WM Variable Trust Growth Fund
is managed together with the Fund and that the fee arrangement described
in the referenced paragraph existed with the Fund's former sub-advisor.
5. WILL THE FUND'S FEES CHANGE AS A RESULT OF THE NEW SUB-ADVISOR?
RESPONSE TO COMMENT 5
The Fund's fees will not change as a result of the new sub-advisor. As
described in the Trust's response to Comment 3, the change in fees paid
to the new sub-advisor of the
Securities and Exchange Commission - 3 - January 10, 2005
Fund will be offset by a change in the fees paid by the Fund to the
Advisor, with no change in the overall fees paid by the Fund.
6. WHAT IS MEANT BY THE REFERENCE TO A "SLEEVE" DESCRIBED IN THE LAST
PARAGRAPH ON PAGE 14 OF THE PRELIMINARY PROXY?
RESPONSE TO COMMENT 6
The use of "sleeve" in the referenced paragraph has been replaced with
"portion."
7. PLEASE CONFIRM SUPPLEMENTALLY THAT THE AGGREGATE FEES DESCRIBED UNDER
THE HEADING "CURRENT SUB-ADVISORY AGREEMENTS" ON PAGE 17 OF THE
PRELIMINARY PROXY INCLUDES ONLY FEES PAID BY THE FUND.
RESPONSE TO COMMENT 7
The Trust confirms that the aggregate fees disclosed in the referenced
paragraph include only fees paid by the Fund.
8. PLEASE EXPLAIN WHAT IS MEANT BY "PLURALITY" IN THE FIRST PARAGRAPH UNDER
THE HEADING "OTHER MATTERS" ON PAGE 20 OF THE PRELIMINARY PROXY.
RESPONSE TO COMMENT 8
With respect to votes to adjourn the meeting, the affirmative vote of a
plurality of the shares present is required because abstentions are not
counted as negative votes for such proposals. As a result, in order to
pass, votes in favor of adjourning the meeting must only be greater than
the negative votes. This is in contrast to the tabulation of votes for
the proposal or other matters that properly come before the meeting, in
which cases abstentions will have the effect of a negative vote.
9. PLEASE INCLUDE DISCLOSURE AS TO THE TREATMENT OF BROKER NON-VOTES IN THE
DESCRIPTION OF VOTES WITH RESPECT TO THE ADJOURNMENT OF THE MEETING IN
THE FIRST PARAGRAPH UNDER THE HEADING "OTHER MATTERS" ON PAGE 20 OF THE
PRELIMINARY PROXY.
RESPONSE TO COMMENT 9
The requested change has been made.
10. PLEASE PROVIDE THE DISCLOSURE REQUIRED BY RULE 14(A)(5)(E)(2) UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
Securities and Exchange Commission - 4 - January 10, 2005
RESPONSE TO COMMENT 10
Rule 14a-5(e)(1) requires the proxy statement to disclose, under an
appropriate caption, the deadline for submitting shareholder proposals
for inclusion in the registrant's proxy statement and form of proxy for
the registrant's next annual meeting, calculated in the manner provided
in Rule 14a-8(e) (Question 5). Because the Trust does not hold annual
meetings of shareholders, the deadline is a reasonable time before the
registrant begins to print and mail its proxy materials. The section of
the proxy statement entitled "Shareholder Proposals at Future Meetings"
has been modified to read as follows (marked to show changes):
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 begins to print and
mail its proxy materials in order for such proposals to be
considered for inclusion in the proxy materials relating to that
meeting.
11. PLEASE ENSURE THAT TEXT REFLECTED IN UPPERCASE LETTERS IN THE EDGARIZED
VERSION OF THE PRELIMINARY PROXY IS CALLED OUT IN THE PRINTED PROXY IN
FORMS OTHER THAN UPPERCASE LETTERS.
RESPONSE TO COMMENT 11
The printed proxy materials will reflect this request.
* * * * *
As requested, on behalf of the Trust, we acknowledge that: (i) the Securities
and Exchange Commission (the "Commission") is not foreclosed from taking any
action with respect to this filing; (ii) the Commission's staff's review of this
filing, under delegated authority, does not relieve the Trust from its full
responsibility for the adequacy and accuracy of the disclosure in this filing;
and (iii) the Trust will not assert the Commission's staff's review as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States. As indicated in the Commission's June 24,
2004 release regarding the public release of comment letters and responses, you
are requesting such acknowledgements from all companies whose filings are being
reviewed, and this request and these acknowledgements should not be construed as
suggesting that there is an inquiry or investigation or other matter involving
the Trust.
We hope that the foregoing has been responsive to the staff's comments. If you
should have any questions about this letter or require any further information,
please call the undersigned at (617) 951-7788 or Ryan C. Larrenaga at (617)
951-7893.
Very truly yours,
/s/ Daniel B. Adams
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Daniel B. Adams