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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WM TRUST II
- --------------------------------------------------------------------------------
(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):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
---------------------------------------------------------------------
WM GROUP OF FUNDS
CALIFORNIA MONEY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 27, 2005
TO THE SHAREHOLDERS OF THE CALIFORNIA MONEY FUND:
Notice is hereby given that a Special Meeting of Shareholders of California
Money Fund (the "Fund"), a series of WM Trust II, will be held on October 27,
2005 at 10:00 a.m. Pacific time, at the main office of the Fund at 1201 Third
Avenue, Seattle, Washington 98101, for the following purposes:
1. To approve the liquidation of the Fund; and
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 September 21, 2005 are
entitled to notice of, and to vote at, the Meeting.
By order of the Board of Trustees,
John T. West, Secretary
_________, 2005
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
WM GROUP OF FUNDS
CALIFORNIA MONEY 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 California Money Fund (the
"Fund"), a series of the Trust, to be held at 10:00 a.m., Pacific time, on
October 27, 2005, at 1201 Third Avenue, 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
____________, 2005.
A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT MAY BE OBTAINED WITHOUT CHARGE
BY WRITING TO WM FUNDS DISTRIBUTOR, INC., P.O. BOX 8024, BOSTON, MASSACHUSSETTS
02266-8024 OR BY CALLING (800) 222-5852.
I. GENERAL
All shareholders of record of the Fund as of the close of business on September
21, 2005, 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 for all classes 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
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. 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.
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 the Proposal.
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 Trust has retained Georgeson Shareholder
Communications Inc. ("Georgeson"), to aid in the tabulation of proxies. The
costs of retaining Georgeson and other expenses incurred in connection with the
solicitation of proxies, and the costs of holding the Meeting, will be borne by
the Advisor. The anticipated cost associated with the solicitation of proxies by
Georgeson is $______.
PROPOSAL FOR LIQUIDATION OF THE FUND
BACKGROUND
The Fund began operations on July 10, 1989, as a series of the Trust. During the
period from commencement of operations through June 30, 2005, the Fund's assets
reached a level of $20.4 million. The Trustees have 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 waiver of a portion of its fees
by the Advisor have not been successful in significantly increasing the size of
the Fund. Sales of the Fund shares have not been sufficient, in the judgment of
the Trustees, to allow the Fund to spread expenses over a sufficient asset base
to ensure its economic viability. The Advisor has waived a portion of its fees
for the majority of the time since the Fund's inception. In the absence of such
waiver, the Fund's investment returns would have been reduced. Additionally, on
August 11, 2005, the Advisor reimbursed the Fund $45,473 for capital losses
incurred in previous years.
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 such a transaction, management of the Fund
concluded that the expense of a merger or transfer
of the assets to another mutual fund would outweigh any benefits shareholders of
the Fund could reasonably expect to realize from such a transaction. At its
August 9, 2005 meeting, the Trustees considered that the Advisor had not been
able to collect its full advisory fee during the life of the Fund and that there
would be no prospect that this would change in the near future. In the absence
of adequate compensation over long periods, the Trustees felt it would not be
economically feasible for the Advisor to continue to manage the Fund.
For the fiscal year ended October 31, 2004, the Fund's total expenses were 0.82%
without fee waivers and 0.58% after fee waivers.
The Trustees concluded that an increase in Fund expenses attributable to an
eventual discontinuance of the fee waiver 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 Trustees 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.
PLAN OF LIQUIDATION AND DISSOLUTION
The Board of Trustees (the "Trustees") has approved the following Plan of
Liquidation and Dissolution (the "Plan").
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 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.
3. LIQUIDATING DISTRIBUTION. As soon as possible after shareholder approval
of the Plan, and in any event within 14 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.
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 [$X,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.
5. CONTINUED OPERATION OF THE FUND. After the date of mailing of
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
The Fund will sell all of its current assets in connection with the Plan. Any
net capital gains recognized by the Fund resulting from such sales (including
after the application of any available capital loss carryforwards) would be
distributed to shareholders as taxable dividends. Taxes on such dividends would
be determined by how long the Fund owned the assets that generated the gains,
rather than how long shareholders owned their shares in the Fund. Distributions
of net capital gains from the sale of assets that the Fund owned for more than
one year and that are properly designated by the Fund as capital gain dividends
would be taxable to shareholders as long-term capital gains. Distributions of
gains from the sale of assets that the Fund owned for one year or less would be
taxable as ordinary income. The Fund's sale of all its current assets will
result in the Fund realizing
more short-term capital gains and ordinary income subject to tax at ordinary
income tax rates than it would ordinarily recognize.
Each shareholder who receives a distribution in complete liquidation of the Fund
will recognize a gain or loss for federal income tax purposes if and to the
extent that the amount of the distribution exceeds or falls below one dollar per
share, respectively. Assuming that the shareholder holds the Fund's shares as
capital assets, such a gain or loss will be capital gain or loss and will be a
long-term or short-term capital gain depending on the shareholder's holding
period for the shares.
The Fund anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code of 1986, as amended, during
the liquidation period and, therefore, will not be taxed on any of its net
income from the sale of its assets that is distributed to shareholders in the
form of dividends (including properly designated dividends of net capital gain).
The Fund anticipates that it will continue to qualify to pay exempt-interest
dividends during the liquidation period. 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 Trustees 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 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 should consult their tax advisors
about the precise tax consequences of receiving the liquidating distribution
discussed herein in light of their particular tax situation, including possible
foreign, state, local or other applicable tax laws.
TRUSTEES' RECOMMENDATION
THE TRUSTEES OF THE TRUST RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE FOR
APPROVAL OF THE PROPOSED PLAN.
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.
III. ADDITIONAL INFORMATION
The Trust is an open-end management investment company organized in 1989 as a
business trust under the laws of the Commonwealth of Massachusetts. The Trust is
a series investment company with seven investment portfolios. The Fund is one of
those
portfolios and is not diversified. The address of the Trust is 1201 Third
Avenue, Seattle, Washington 98101.
The Principal Executive Officer and Directors of the Advisor and their principal
occupations are listed below. The address for each is 1201 Third Avenue,
Seattle, WA 98101.
NAME PRINCIPAL OCCUPATION
William G. Papesh Director and President of the Advisor;
WM Funds Distributor, Inc. and WM
Shareholder Services, Inc.
Michael L. Amato Director of the Advisor, WM Funds
Distributor, Inc. and WM Shareholder
Services, Inc. and Executive Vice
President and President, Retail Banking
of Washington Mutual Bank, FA and
Washington Mutual Bank fsb.
Mike E. Brandeberry Director of the Advisor and Senior Vice
President of Washington Mutual Bank,
Washington Mutual Bank, FA and
Washington Mutual Bank fsb.
Melissa R. Martinez Director of the Advisor, WM Funds
Distributor, Inc. and WM Shareholder
Services, Inc. and Senior Vice President
of Washington Mutual Bank
Scott Pelkola Director of the Advisor, WM Funds
Distributor, Inc. and WM Shareholder
Services, Inc. and Senior Vice President
of Washington Mutual Bank, Washington
Mutual Bank, FA and Washington Mutual
Bank fsb.
Gary J. Pokrzywinski Director and Senior Vice President of the
Advisor; Director of WM Funds
Distributor, Inc. and WM Shareholder
Services, Inc.
Debra C. Ramsey Director and Senior Vice President of the
Advisor, WM Funds Distributor, Inc. and
WM Shareholder Services, Inc.
INFORMATION ABOUT THE ADVISOR
The Advisor is registered under 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.
OWNERSHIP OF SHARES AND VOTING INFORMATION
As of 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 Fund as a whole.
As of the Record Date, except as noted below, no persons owned of record or
beneficially 5% or more of the noted class of shares of the Fund:
Shares
Beneficially Percentage of
Owned Shares Owned
Class A - -
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 Chief Executive Officer of the Trust; Gary J.
Pokrzywinski, Director and Senior Vice President of the Advisor, is Senior Vice
President of the Trust, Debra C. Ramsey, Director and Senior Vice President of
the Advisor, is Senior Vice President of the Trust, Randall L. Yoakum, Senior
Vice President of the Advisor is Senior Vice President of the Trust, Jeffrey L.
Lunzer, First Vice President of the Advisor is First Vice President, Chief
Financial Officer and Treasurer of the Trust; John T. West, First Vice President
of the Advisor, is First Vice President, Chief Compliance Officer, Secretary and
Anti-Money Laundering Compliance Officer of the Trust; and Wendi B. Bernard,
Assistant Vice President of the Advisor, is Assistant Vice President and
Assistant Secretary 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, Seattle, Washington 98101.
OTHER MATTERS
In the event that a quorum is not present for purposes of acting on the Proposal
or if sufficient votes in favor of the Proposal 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 the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal and will not vote any proxies that direct them to
abstain from voting on the Proposal.
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 contained in the Proposal, as 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.
[date of mailing]
[WM Group of Funds Letterhead]
[date of mailing]
[DEAR WM CALIFORNIA MONEY FUND SHAREHOLDER:
The enclosed proxy statement solicits your vote as a shareholder of the WM
California Money Fund (the "Fund") for the purpose of approving its liquidation.
This proxy statement is designed to give you detailed information about the
proposal. After you have reviewed this material carefully, we encourage you to
follow the Fund's Board of Trustees' (the "Trustees") recommendation by voting
"FOR" the proposal.
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 such a transaction, management of the Fund
concluded that the expense of a merger or transfer of the assets to another
mutual fund would outweigh any benefits shareholders of the Fund could
reasonably expect to realize from such a transaction.
At its August 9, 2005 meeting, the Trustees considered that the Advisor had not
been able to collect its full advisory fee during the life of the Fund and that
there would be no prospect that this would change in the near future. In the
absence of adequate compensation over long periods, the Trustees felt it would
not be economically feasible for the Advisor to continue to manage the Fund. The
Trustees of the Fund concluded that an increase in fund expenses attributable to
an eventual discontinuance of the fee waiver 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 Trustees 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.
WE HIGHLY RECOMMEND THAT YOU DISCONTINUE ALL SYSTEMATIC TRANSACTIONS AS WELL AS
WRITING DRAFTS FOR YOUR ACCOUNT AFTER OCTOBER 1, 2005. THIS WILL HELP ENSURE
THAT NO TRANSACTIONS ARE REJECTED AND THAT ALL DRAFTS ARE PAID PRIOR TO THE
FUND'S LIQUIDATION. ADDITIONALLY, IN ANTICIPATION OF THE SHAREHOLDER VOTE TO
CLOSE THE FUND, NO NEW DRAFT ORDERS WILL BE ACCEPTED AFTER OCTOBER 1. PLEASE
ALSO NOTE THAT WE WILL NOT BE ABLE TO HONOR DRAFTS FOR PAYMENT AFTER THE CLOSURE
AND LIQUIDATION OF THE FUND.
A special meeting of shareholders has been scheduled for October 27, 2005 at
10:00 a.m., Pacific Time, at the main office of the Fund at 1201 Third Avenue,
Seattle, Washington 98101. While you are invited to attend the meeting, most
shareholders cast their vote by completing the accompanying proxy card. Your
vote is essential. Please vote as soon as possible using any of the following
methods:
- Touch tone telephone -- please refer to your proxy card.
- Internet -- please refer to your proxy card.
- Mail -- sign and date your proxy card, and mail it back in the enclosed
postage-paid 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 questions,
please contact your Investment Representative or call (800) 222-5852.
Sincerely,
/s/ William G. Papesh
William G. Papesh
President]
-PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING-
WM GROUP OF FUNDS
CALIFORNIA MONEY FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS ON OCTOBER 27, 2005
The undersigned hereby appoints William G. Papesh 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 Shares of the California Money Fund (the "Fund"), a
series of WM Trust II, on October 27, 2005 at 10:00 a.m. Pacific time (the
"Meeting"), and any adjournments(s) thereof, all of the shares of the Fund which
the undersigned would be entitled to vote if personally present.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED, AND WILL BE VOTED IN THE
DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF. IF THIS PROXY IS PROPERLY
EXECUTED BUT NO DIRECTION IS MADE, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST "FOR" EACH PROPOSAL.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
[DATE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) 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 partner, sign in the partnership name.
- --------------------------------------------------------------------------------
-PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING-
Please fill in box(es) as shown using black or blue ink or number 2 pencil [X]
PLEASE DO NOT USE FINE POINT PENS.
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 PROPOSALS.
In their discretion, the proxies are authorized to vote upon such other matters
that may properly come before the Meeting or any adjournment(s) thereof. The
Trustees recommend a vote FOR the Proposal.
FOR AGAINST ABSTAIN
1. To approve the proposed liquidation
of the California Money Fund. [ ] [ ] [ ]
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
VOTE TODAY BY MAIL USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
VOTE BY TOUCHTONE PHONE AT [(800) 690-6903],
OR VOTE VIA THE INTERNET BY [LOGGING ONTO
WWW.PROXYWEB.COM.]