SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WM TRUST II
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[WM Group Letterhead]
October 3, 2005
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 whether 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 their August 9, 2005, meeting, the Trustees considered that WM Advisors, Inc.
(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 that 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 AND THAT
YOU NOT WRITE CHECKS ON YOUR FUND ACCOUNT AFTER OCTOBER 15, 2005. THIS WILL HELP
ENSURE THAT NO TRANSACTIONS ARE REJECTED AND THAT ALL CHECKS ARE PAID PRIOR TO
THE FUND'S PROPOSED LIQUIDATION. ADDITIONALLY, IN ANTICIPATION OF THE
SHAREHOLDER VOTE TO CLOSE THE FUND, NO NEW ORDERS FOR CHECKS WILL BE ACCEPTED
AFTER OCTOBER 15TH. PLEASE ALSO NOTE THAT WE WILL NOT BE ABLE TO HONOR CHECKS
WRITTEN ON YOUR FUND ACCOUNT THAT ARE PRESENTED TO THE FUND FOR PAYMENT AFTER
THE CLOSURE AND LIQUIDATION OF THE FUND, WHICH IS ANTICIPATED TO BE ON OR ABOUT
NOVEMBER 8, 2005.
We urge all shareholders of record as of September 21, 2005, to vote on the
proposed liquidation, even if they choose to redeem before closure. Proceeds of
the liquidation of the Fund will be sent to
shareholders at the time of the liquidation at their address of record (or, for
shares owned through a brokerage account "cash sweep," deposited to their
brokerage account).
A special meeting of shareholders has been scheduled for Thursday, 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
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
October 3, 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 October 3,
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,
MASSACHUSETTS 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 13,022,987.
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 Computershare Fund
Services, Inc., 280 Oser Avenue, Hauppage, New York 11788 ("Computershare"), to
aid in the tabulation of proxies. The costs of retaining Computershare 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 Computershare is $16,000.
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.
2
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% of average daily net assets without fee waivers and 0.58% of such assets
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.
3
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 $35,339. 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
4
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
5
Fund anticipates that it will continue to pay exempt-interest dividends through
October 31, 2005. 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.
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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.
<Table>
<Caption>
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NAME PRINCIPAL OCCUPATION
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William G. Papesh Director and President of the
Advisor; WM Funds Distributor,
Inc. and WM Shareholder Services,
Inc.
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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.
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Mike E. Brandeberry 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.
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Melissa R. Martinez Director of the Advisor, WM Funds
Distributor, Inc. and WM
Shareholder Services, Inc. and
Senior Vice President of
Washington Mutual Bank.
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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.
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Gary J. Pokrzywinski Director and Senior Vice President
of the Advisor; Director of WM
Funds Distributor, Inc. and WM
Shareholder Services, Inc.
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Debra C. Ramsey Director and Senior Vice President
of the Advisor, WM Funds
Distributor, Inc. and WM
Shareholder Services, Inc.
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</Table>
7
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:
<Table>
<Caption>
SHARES PERCENTAGE OF
BENEFICIALLY SHARES
OWNED OWNED
------------ -------------
CLASS A
Herbert I Singer &......................... 2,684,154 20.61%
Marlene Singer TTEE of
the Herbert I & Marlene Singer
Living Trust DTD 9-15-70
11731 Chaparal Street
Los Angeles, CA 90049-2905
Joe Sherman................................ 1,665,471 12.79%
PO Box 1416
San Gabriel, CA 91778-1416
</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 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
8
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.
October 3, 2005
9
YOUR VOTE IS IMPORTANT!
UNLESS VOTING BY TELEPHONE OR INTERNET,
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS
WHICH CAN HELP MINIMIZE EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A
DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE
STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO
TO WEBSITE: VOTE.PROXY-DIRECT.COM.
3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY CARD WM GROUP OF FUNDS PROXY CARD
CALIFORNIA MONEY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ON OCTOBER 27, 2005
The undersigned hereby revokes all previous proxies for his or her or its shares
and 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 Shareholders 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"), at the main
office of the Fund at 1201 Third Avenue, Seattle, Washington 98101, 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 MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS(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.
VOTE VIA THE INTERNET:
HTTPS://VOTE.PROXY-DIRECT.COM VOTE VIA
THE TELEPHONE: 1-866-241-6192
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999 9999 9999 999
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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.
----------------------------------------
Signature(s) (Title(s), if applicable)
----------------------------------------
Date WMC_15713B
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT!
UNLESS VOTING BY TELEPHONE OR INTERNET,
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please detach at perforation before mailing.
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 Proposals.
TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK. EXAMPLE: [X]
FOR AGAINST ABSTAIN
1. To approve the liquidation of the Fund; and [ ] [ ] [ ]
2. To consider and act upon any other matters [ ] [ ] [ ]
that may properly come before the meeting or
any adjournment thereof.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON REVERSE SIDE.