Exhibit 99.COE
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:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o 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;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o 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:
o 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;
o 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;
o 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
o 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:
o service as a director on the board of any company;
o the receipt of any non-nominal gifts valued in excess of $100;
o 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;
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o 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
o 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
o 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;
o 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
o 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:
o 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;
o 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
o 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:
o the Lead Trustee will take all appropriate action to investigate
any potential material violations reported to him;
o 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;
o any matter that the Lead Trustee believes is a material
violation will be reported to the Committee;
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o 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;
o the Committee will be responsible for granting waivers, as
appropriate; and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND 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: August 12, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics
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William G. Papesh, President and Chief Executive Officer
John T. West, Secretary and Compliance Officer
Jeffrey L. Lunzer, Chief Financial Officer and Principal Accounting Officer
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