March 1, 2006 Daniel B. Adams
(617) 951-7788
dadams@ropesgray.com
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Vincent DiStefano
Re: Post-Effective Amendment No. 90 to Registration Statement on Form
N-1A of WM Trust I (File Nos. 002-10766 and 811-00123),
Post-Effective Amendment No. 45 to Registration Statement on Form
N-1A of WM Trust II (File Nos. 033-27489 and 811-05775), and
Post-Effective Amendment No. 21 to Registration Statement on Form
N-1A of WM Strategic Asset Management Portfolios, LLC (File Nos.
333-01999 and 811-07577), filed with the U.S. Securities and
Exchange Commission (the "Commission") on December 30, 2005
Dear Mr. DiStefano:
This letter responds to comments you provided telephonically to me on
February 10, 2006 regarding the above-captioned post-effective amendments. For
convenience of reference, I have summarized the Commission staff's comments
before each response by WM Trust I, WM Trust II and WM Strategic Asset
Management Portfolios, LLC (the "Trusts").
1. Comment: Please consider summarizing the bulleted risks for each fund on
the fund's summary page under "Strategies and Risks" in the "Risk/Return
Summary" section.
Response: We note that each of these risks is described in detail under
the caption "Summary of Principal Risks" in the "Risk/Return Summary" section.
We also note that General Instruction C.3(c)(i) provides that "[w]hen disclosure
is provided for more than one Fund or Class, the disclosure should be presented
in a format designed to communicate the information effectively. Funds may order
or group the response to any Item in any manner that organizes the information
into readable and comprehensible segments and is consistent with the intent of
the prospectus to provide clear and concise information about the Funds or
Classes." Similarly, the Note to Rule 421(b) under the Securities Act of 1933
provides that registrants should avoid "disclosure repeated in different
sections of the document that increases the size of the document but does not
enhance the quality of the information." The Trusts believe that adding the
requested descriptions to each fund's summary page would be duplicative, and
would increase the size of the prospectus without enhancing its substantive
content. Accordingly, the Trusts do not feel it would be appropriate to make
suggested change.
2. Comment: Please consider including Rule 35d-1 80% test language for each
fund on its fund summary page.
Response: [We note that each fund's summary page states that it will
invest "primarily" in the types of investments suggested by its name, and that
the disclosure included under the caption "Fund Investment Strategies and
Risks," in response to Item 4 on Form N-1A states the tests more precisely. We
note that Item 2 of Form N-1A requires that a fund's risk/return summary
"summarize how the Fund intends to achieve its investment objectives by
identifying the Fund's principal investment strategies." We believe that the
statement that each fund will invest "primarily" in the types of investments
suggested by its name appropriately summarizes the corresponding policy.
Accordingly, the Trusts do not feel it would be appropriate to make suggested
change.
3. Comment: Please provide for each fund that is changing its broad-based
securities market index the information required by instruction 2(c) to Item 3
of Form N-1A with respect to both the old and new indices.
Response: The requested change has been made.
4. Comment: Please consider, for each fund that uses the term "growth" or
"value" in its name, adding as additional principal risks of "growth risk" or
"value risk," as applicable.
Response: The particular risks associated with investments in growth or
value stocks are described under the heading "Market Risk" under the caption
"Summary of Principal Risks" in the "Risk/Return Summary" section.
5. Comment: If the International Growth Fund invests significantly) in
emerging markets please consider adding a principal risk entitled "emerging
market risk."
Response: The heightened risks associated with investments in emerging
markets are described under the heading "Foreign Investment Risk" under the
caption "Summary of Principal Risks" in the "Risk/Return Summary" section.
6. Comment: If any fund invests a significantly in below-investment-grade
securities (sometimes called "junk bonds") please consider adding a principal
risk entitled "junk bond risk."
Response: The heightened risks associated with investments in junk bonds
are described under the heading "Credit Risk" under the caption "Summary of
Principal Risks" in the "Risk/Return Summary" section.
7. Comment: Please confirm supplementally that when a fund borrows money
(leverages its portfolio) advisory and distribution fees charged to shareholders
will not increase as a result.
Response: An officer of the Trusts has confirmed that when a fund borrows
money (leverages its portfolio), advisory and distribution fees charged to
shareholders will not increase as a result, since such fees are paid as a
percentage of net assets.
8. Comment: Please consider moving all footnotes related to the Fees and
Expense tables after the Example.
Response: We believe that an investor reading the shareholder fees portion
of the Fees and Expense Table is better able to find the relevant footnotes when
they appear immediately following the related text than when they appear at the
end of all the tables. We note that Rule 421(a) under the Securities Act of 1933
states that "[w]here an item requires information to be given in a prospectus in
tabular form it shall be given in substantially the tabular form specified in
the item." The Trust believes the current format is substantially similar to the
sample tables in Item 3 of Form N-1A. In addition, we note that General
Instruction C.3(c)(i) provides that "[w]hen disclosure is provided for more than
one Fund or Class, the disclosure should be presented in a format designed to
communicate the information effectively. Funds may order or group the response
to any Item in any manner that organizes the information into readable and
comprehensible segments and is consistent with the intent of the prospectus to
provide clear and concise information about the Funds or Classes."
9. Comment: Within the "U.S. Government Securities Fund" paragraph of the
"Fund Investment Strategies and Risks" section, note that GSEs (securities
issued by U.S. Government-sponsored entities) are not backed by the full faith
and credit of the U.S. Government.
Response: The requested change has been made.
* * *
As requested, officers of the Fund have instructed us to acknowledge the
following: (i) the Fund is responsible for the adequacy and accuracy of the
disclosure in the Registration Statement; (ii) staff comments or changes to
disclosure in response to staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with respect to the
Registration Statement; and (iii) the Fund may not assert staff comments 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 Fund.
I believe that this letter addresses the Commission Staff's comments.
Should you have any further questions, please do not hesitate to call me at
(617) 951-7788 or Brian D. McCabe at (617) 951-7801. Thank you for your
assistance.
Very truly yours,
/s/ Daniel B. Adams
Daniel B. Adams
DBA
cc: John T. West
Brian D. McCabe., Esq.
Gina M. Christopher, Esq.