Exhibit 99.CODE ETH
THE WM GROUP OF FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
This Code of Ethics ("Code") has been adopted by WM Trust I, WM Trust II,
WM Strategic Asset Management Portfolios, LLC and WM Variable Trust (the
"Trusts") on behalf of each constituent series of the Trusts (each a "Fund" and
collectively, the "Funds") on August 12, 2003. The Funds' code of ethics under
Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), contains separate requirements for persons covered by this Code
and other persons and is not part of this Code.
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code applies to the Trusts' President and Principal Financial Officer
(the "Covered Officers" each of whom is set forth in Exhibit A) for the purpose
of promoting:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a Trust files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the Trusts;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ANY ACTUAL OR APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the Trusts.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, receives improper personal benefits as a result of
the Covered Officer's position with the Trusts.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trusts and already are subject to conflict of interest
provisions in the Investment Company Act and the Investment Advisers Act of 1940
(the "Investment Advisers Act"). For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Trusts because of their status as
"affiliated persons" of the Trusts. The compliance programs and procedures of WM
Advisors, Inc., the Trusts' sub-advisers, WM Funds Distributor, Inc. and WM
Shareholder Services, Inc. (each a "Service Provider" and, collectively, the
"Service Providers") and the Trusts are reasonably designed to prevent, or
identify and correct, violations of many of those provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures,
and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trusts and its Service Providers of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Trusts or for a Service Provider or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
Service Providers and the Trusts. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the Trusts
and the Service Providers and is consistent with the performance by the Covered
Officers of their duties as officers of the Trusts. Thus, if performed in
conformity with the provisions of the Investment Company Act, the Investment
Advisers Act, other applicable law and each Trust's organizational documents,
such activities will be deemed to have been handled ethically. In addition, it
is recognized by the Trusts' Trustees (the "Trustees") that the Covered Officers
may also be officers or employees of one or more other investment companies
covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Trusts, unless the personal interest has been disclosed to
and approved by the Audit Committee (the "Committee").
Each Covered Officer must:
- not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting
by the Trusts whereby the Covered Officer would benefit personally
to the detriment of the Trusts;
- not cause the Trusts to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than
benefit the Trusts;
- not use material non-public knowledge of portfolio transactions made
or contemplated for the Trusts to trade personally or cause others
to trade personally in contemplation of the market effect of such
transactions; and
- complete any Trustee and Officer Questionnaire provided by the
Trusts.
There are some conflict of interest situations that should always be
subject to approval by the Committee if material. Examples of these include:
- service as a director on the board of any company;
- the receipt of any non-nominal gifts valued in excess of $100;
- the receipt of any entertainment from any company with which the
Trusts have current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate
as to time and place, and not so frequent as to raise any question
of impropriety;
- any ownership interest in, or any consulting or employment
relationship with, any of the Trusts' service providers, other than
a Service Provider or an affiliate of a Service Provider; and
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trusts for effecting portfolio
transactions or for selling or redeeming
shares other than an interest arising from the Covered Officer's
employment, such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
- No Covered Officer should knowingly misrepresent, or cause others to
misrepresent, facts about the Funds to others, whether within or
outside the Trusts, including to the Trustees and auditors, and to
governmental regulators and self-regulatory organizations;
- each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and
employees of the Trusts and the Service Providers or with counsel to
the Trusts with the goal of promoting full, fair, accurate, timely
and understandable disclosure in the reports and documents the Funds
file with, or submit to, the SEC and in other public communications
made by the Funds; and
- it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable
laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Committee that
he or she has received, read, and understands the Code;
- not retaliate against any other Covered Officer or any employee of
the Trusts or their affiliated persons for reports of potential
violations that are made in good faith; and
- notify the Lead Trustee promptly if he or she knows of any violation
of this Code. Failure to do so is itself a violation of this Code.
The Lead Trustee has the authority to interpret this Code in any
particular situation. However, any approvals or waivers sought by a Covered
Officer will be considered by the Committee.
The Trusts will follow these procedures in investigating and enforcing
this Code:
- the Lead Trustee will take all appropriate action to investigate any
potential material violations reported to him;
- if, after such investigation, the Lead Trustee believes that no
material violation has occurred, the Lead Trustee is not required to
take any further action;
- any matter that the Lead Trustee believes is a material violation
will be reported to the Committee;
- if the Committee concurs that a material violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of a Service Provider or its
board; or a recommendation to dismiss the Covered Officer;
- the Committee will be responsible for granting waivers, as
appropriate; and
- any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES ANDS PROCEDURES
This Code shall be the sole code of ethics adopted by the Trusts for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Trusts, Funds, or their Service Providers' govern
or purport to govern the behavior or activities of the Covered Officers who are
subject to this Code, they are superseded by this Code to the extent that they
overlap or conflict with the provisions of this Code. The Trusts' and the
Service Providers' codes of ethics under Rule 17j-1 under the Investment Company
Act and the more detailed policies and procedures set forth in the Code of
Ethics of the WM Group of Funds, WM Advisors, Inc., WM Funds Distributor, Inc.
and Selected Employees of WM Shareholder Services, Inc. are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board of Trustees and its counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Trusts and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Date: _______________
EXHIBIT A
Persons Covered by this Code of Ethics
William G. Papesh, President and Chief Executive Officer
Jeffrey L. Lunzer, Chief Financial Officer and Principal Accounting Officer
John T. West, Chief Compliance Officer and Secretary