(d)(2)(I)
SECOND AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENTS (THE "SUB-ADVISORY AGREEMENTS")
DATED AS OF JUNE 23, 1999, BETWEEN WM ADVISORS AND CAPITAL GUARDIAN TRUST
COMPANY ("SUB-ADVISER") WITH RESPECT TO THE INTERNATIONAL GROWTH FUND SERIES OF
WM TRUST II AND WM VARIABLE TRUST
Section 1 of Annex A to each Sub-Advisory Agreement is hereby amended to provide
as follows:
1. STANDARD FEE
The minimum annual fee payable under this Agreement shall be $1,250,000
combined with respect to the International Growth Fund series of WM Trust II and
WM Variable Trust.
The fees payable under this Agreement shall be determined by reference to
the following schedule based upon the average daily net assets of the Fund and
any other investment company advised by WM Advisors or any of its affiliates (as
determined by the Trust's accounting agent pursuant to the Fund's pricing
procedures) subject to reduction as described below:
On the first $25 million........................................... .80 of 1%
$25 million to $50 million......................................... .65 of 1%
$50 million to $250 million........................................ .525 of 1%
Over $250 million*................................................. .475 of 1%
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* This breakpoint will be applied to the extent the aggregate
non-U.S./global, regional, single country (excluding U.S.) equity, and
fixed-income (emerging markets) assets of (i) the Fund, (ii) any other
investment company advised by WM Advisors or any of its affiliates, (iii)
any pension or employee benefit plan sponsored by WM Advisors or any of its
affiliates or (iv) WM Advisors or its affiliates that are managed by
Sub-Advisor or its affiliates exceed $250 million.
Except as otherwise amended by this Second Amendment and the Amendment Agreement
dated as of January 1, 2000, the provisions of each Sub-Advisory Agreement are
ratified and confirmed by the parties thereto.
WM Advisors, Inc. Capital Guardian Trust Company
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By: By:
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Title: Title:
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Dated: As of [March 1, 2006]
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