UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATIONProxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by
theRegistrant[ X ]xFiled 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 Sec. 240.14a-11(c) or Sec. 240.14a-12 WesMark Funds - --------------------------------------------------------------------------- (Name
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Sec. 240.14a-12 |
WESMARK FUNDS
(Exact name of Registrant as Specified in its Charter)
- ---------------------------------------------------------------------------
(Name
One Bank Plaza
Wheeling, West Virginia 26003
(Address of Person(s) Filing Proxy Statement, if other than the Registrant)
Principal Executive Offices)
(304) 234-9419
(Registrant’s Telephone Number)
Todd P. Zerega, Secretary
Reed Smith LLP
225 Fifth Avenue
Pittsburgh, Pennsylvania 15222
(Name and Address of Agent for Service)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
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):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy 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:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
| 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: |
| 2) | Aggregate number of securities to which transaction applies: |
| 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): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ¨ | 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: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
WESMARK FUNDS
WesMark Small Company Growth Fund
WesMark Growth Fund
WesMark Balanced Fund
WesMark Bond Fund
WesMark West Virginia Municipal Bond Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 3, 2004
A
Notice of Special Meeting of the shareholders of the Shareholders
to be held on January 21, 2011
WesMark Funds (the "Trust"“Trust”) will hold a special meeting of shareholders on January 21, 2011 at 10:00 a.m., has been called andEastern Time, as may be adjourned from time to time at the offices of WesBanco Investment Department, a division of WesBanco Bank, Inc., One Bank Plaza, Fifth Floor Board Room, Wheeling, West Virginia 26003 (the “Meeting”).
Shareholders will be held at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7010, on September 3, 2004, at 2:00 p.m. (Eastern Time). A
form of Proxy and Proxy Statement for the meeting are furnished together with
this notice. The purpose of the Special Meeting isasked to consider and vote on the following matters with respect to the Trust:matter:
1. To elect four (4)two Trustees for the Trust.
Any shareholder who owned shares of the Trust each to hold office for the term
indicated and until his successor has been elected and qualified; and
Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Trustees has fixed July 28, 2004, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees
John W. McGonigle
Secretary
August 2, 2004
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PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY
TO AVOID ADDITIONAL EXPENSE.
You can help the Trust avoid the necessity and expense of sending
follow-up letters to ensure a quorum by promptly returning the enclosed
Proxy. If you are unable to attend the meeting, please mark, sign, date and
return the enclosed Proxy so that the necessary quorum may be represented at
the Special Meeting. The enclosed envelope requires no postage if mailed in
the United States.
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WESMARK FUNDS
WesMark Small Company Growth Fund
WesMark Growth Fund
WesMark Balanced Fund
WesMark Bond Fund
WesMark West Virginia Municipal Bond Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees ("Board"
or "Trustees") of the WesMark Funds (the "Trust"). The Trust was established as
a Massachusetts business trust under a Declaration of Trust dated February 29,
1996. The Trust consists of five portfolios: WesMark Small Company Growth Fund,
WesMark Growth Fund, WesMark Balanced Fund, WesMark Bond Fund and WesMark West
Virginia Municipal Bond Fund. Each portfolio of the Trust will be referred to
individually as a "Fund" or collectively as the "Funds." The proxy is revocable
at any time before it is voted by sending written notice of the revocation to
the Funds or by appearing personally at the Special Meeting of shareholders that
has been called to be held on September 3, 2004, at 2:00 p.m. (Eastern Time) or
any adjourned session (the "Special Meeting").
Proxy solicitations will be made primarily by mail, but may also be made by
telephone, telegraph, or personal interview conducted by certain officers or
employees of the Trust, of WesBanco Bank, Inc. ("WesBanco"), of WesBanco
Investment Department, One Bank Plaza, Wheeling, WV 26003, (the Trust's
investment adviser), of Boston Financial Data Services, 2 Heritage Drive, North
Quincy MA 02171 (the Trust's transfer agent), or Federated Services Company,
1001 Liberty Avenue, Pittsburgh PA 15222 (the Trust's administrator). In the
event that the shareholder signs, dates and returns the proxy card but does not
indicate a choice as to the items on the proxy card, the proxy will be voted in
favor of the election of each nominee. The cost of preparing and mailing the
notice of meeting, proxy cards, this proxy statement and any additional proxy
materials has been or will be borne by the Trust.
On July 28, 2004, the following Funds of the Trust had outstanding, the
following number of shares of beneficial interest, respectively (the "Shares"),
each Share being entitled to one vote and fractional shares having proportionate
voting rights. The total outstanding Shares consist of:
Trust
WesMark Small Company Growth Fund 2,670,186.814.....Shares
WesMark Growth Fund 20,544,604.901....Shares
WesMark Balanced Fund 7,020,087.517.....Shares
WesMark Bond Fund 18,919,869.610....Shares
WesMark West Virginia Municipal Bond Fund 7,362,863.078.....Shares
Only shareholders of record at the close of business on July 28, 2004,December 27, 2010 (the “Record Date”) will receive notice of the Meeting and be entitled to vote at the Meeting or any adjournment or postponement of the Meeting. Please read the full text of the enclosed Proxy Statement for a complete understanding of the Proposal.
YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
YOUR VOTE IS IMPORTANT.
WE URGE YOU TO VOTE PROMPTLY.
PLEASE HELP THE TRUST AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS BY VOTING TODAY.
Dated: January 6, 2011 | ||
| By Order of the Board of Trustees | ||
| Todd P. Zerega, Secretary |
SPECIAL MEETING OF SHAREHOLDERS OF THE
WESMARK FUNDS
WesMark Growth Fund
WesMark Small Company Growth Fund
WesMark Balanced Fund
WesMark Government Bond Fund
WesMark West Virginia Municipal Bond Fund
to be held on January 21, 2011
The Board of Trustees for WesMark Funds (the “Trust”) has sent you this Proxy Statement to ask for your vote on the Proposal affecting the Trust as described in this Proxy Statement. The Trust will hold a Special Meeting of Shareholders on January 21, 2011 at 10:00 a.m., Eastern Time, as may be adjourned from time to time, at the offices of WesBanco Bank, Inc., One Bank Plaza, Wheeling, West Virginia 26003 (the “Meeting”).
Any shareholder who owned shares of any series of the Trust (the “Funds”) on December 27, 2010 (the “Record Date”) will receive notice of the Meeting and will be entitled to notice of, and to vote at the SpecialMeeting or any adjournment or postponement of the Meeting. Shares may be
represented in person or by proxy.
You should read the entire Proxy Statement before voting. Please call us at 1-800-864-1013 if you have any questions. The Trustees proposeTrust expects to mail the Notice of Special Meeting of Shareholders, this proxy
statement, the enclosed notice of meetingProxy Statement and proxy card to Fund shareholders on or about August 10,
2004.
January 6, 2011.
The Funds' combined annual report,Trust is required by federal law to file reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You can get copies of these materials after paying a fee by electronic request at the following e-mail address:publicinfo@sec.gov or by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You can get the same reports and information free from the EDGAR Database on the SEC’s Internet website athttp://www.sec.gov.
The Annual Report to shareholders of the Funds dated December 31, 2009, which includes audited financial statements for each Fund forof the fiscal year ended January 31, 2004,Funds, and the combinedSemi-Annual Report to shareholders of the Funds dated June 30, 2010 have previously been sent to shareholders.Upon request, each Fund’s most recent annual and subsequent semi-annual report which includes unaudited financial statements forcan be obtained at no cost.To request a report, please call 1-800-864-1013, write to WesMark Funds, 1290 Broadway, Suite 1100, Denver, Colorado 80203, or visit www.wesmarkfunds.com.
2
INFORMATION ABOUT THE MEETING
What Proposal am I being asked to vote on?
You are being asked to vote on the election of two Trustees of the Trust. The election of each Fund
forTrustee will be determined by the period ended July 31, 2003, have been previously mailed to shareholders.
If you have not received these reports, or would like to receive additional
copies, freeaffirmative vote of charge, please writea plurality of the shares of all Funds of the Trust at the address above or call the
Trust at 1-800-864-1013.
Quorum and Voting Requirements
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. The
presence at the Special Meeting,voting in person or by proxy at the Meeting.
Has the Trust’s Board approved the Proposal?
Yes. The Board unanimously approved the Proposal at its November 2010 meeting and recommends that you approve the Proposal.
Why am I being asked to elect two Trustees for the Trust?
The Trustees are your representatives who oversee management and operations of the holders,Trust. Certain regulations require that a majority of (a)
one-halfTrustees be elected by shareholders. In addition, new trustees cannot be appointed by the Trustees to fill vacancies created on the Board unless, after those appointments, at least two-thirds of the SharesTrustees have been elected by Fund shareholders. The Board currently has three Trustees, two of whom have been elected by shareholders. In addition, the Board has determined it to be in the best interests of the Trust and its shareholders to add an additional Trustee to the Board.
When and where will the Meeting be held?
The Meeting will be held on January 21, 2011, at 10:00 a.m., Eastern Time, at WesBanco Bank, One Bank Plaza, Fifth Floor Board Room, Wheeling, West Virginia, and may be adjourned if the necessary quorum to transact business, or the vote required to approve a Proposal for the Trust, is not obtained at the Meeting.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card and mailing the proxy card in the enclosed postage-paid envelope. You also may vote your shares via the Internet or by telephone by following the instructions on the enclosed proxy card and accompanying materials. Shareholders of record of each Fund at the close of business on December 27, 2010 (the “Record Date”) will receive notice of and be asked to vote on the Proposal. If you need assistance or have any questions regarding the Proposal or how to vote your shares, please call 1-800-864-1013.
* * * * *
3
PROPOSAL 1: TO ELECT TWO TRUSTEES TO THE TRUST
Each of the following individuals currently serves as a Trustee on the Board: Lawrence E. Bandi, Richard A. Hay and Robert E. Kirkbride. Each of these Trustees, with the exception of Mr. Hay, previously has been elected by the Trust’s shareholders. Mr. Hay was appointed to the Board in November 2007 to fill the vacancy created by the resignation of another trustee. In November 2010, the Board nominated Mark M. Gleason to serve as an additional trustee of the Trust. The Nominating Committee of the Board has nominated Mr. Gleason and Mr. Hay for election by shareholders at the Meeting. Hereafter, the current Board members will be referred to as the “Trustees” and Mr. Hay and Mr. Gleason will be each be referred to as a “Nominee” and collectively referred to as the “Nominees.” If the Nominees are elected, they will serve indefinite terms as Trustees until their resignation, retirement, death or removal or until their respective successors are duly elected and qualified. The persons named as attorneys-in-fact in the enclosed proxy have advised the Trust that, unless a proxy card instructs them to withhold authority to vote for the Nominees or any individual Nominee, all matters requiringvalidly executed proxies will be voted for the election of the Nominees.
The Trust is not required and does not intend to hold annual shareholder meetings for the purpose of electing Trustees. As a Majority
Shareholder Vote, as definedresult, if elected, the Nominees will hold office until their successors are duly elected and qualified. If a Nominee should be unable to accept election, serve his term or resign, the Board may, in its discretion and subject to the Investment Company Act of 1940, or (b)
one-third ofas amended (the “1940 Act”), select another person to fill the Shares of the Trust on all other matters permitted by law, in
each case, entitled to vote without regard to Class, shall constitute a quorum
at any meeting of the Shareholders, except with respect to any matter which by
law requires the separate approval of one or more Series or Classes, in which
case the presence in person or by proxy of the holders of one-half or one-third,
as set forth above, of the Shares of each Series or Class entitled to vote
separately on the matter shall constitute a quorum. The election of Trustees of
the Trust will be determined on the basis of a plurality of the votes cast at
the Special Meeting. The affirmative vote necessary to approve other matters may
be determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal. Management knows of no other matters which
will be presented at the Special Meeting. Shares of all the Funds comprising the
Trust will be counted as a single group of Shares for purposes of determining
the presence of a quorum and the requisite vote for the election of the Trust's
Trustees.
ELECTION OF BOARD OF TRUSTEES
The Board of the Trust currently consists of the following twelve (12)
Trustees: John F. Donahue, J. Christopher Donahue, Lawrence D. Ellis, Thomas G.
Bigley, John T. Conroy, Jr., Nicholas P. Constantakis, John F. Cunningham, Peter
E. Madden, Charles F. Mansfield, John E. Murray, Jr., Marjorie P. Smuts, John S.
Walsh. It is being proposed that the current members of the board be replaced by
the election of the following four (4) nominees for Trustee, Lawrence E. Bandi,
Robert P. Kanters, Mark E. Kaplan, and Robert E. Kirkbride (collectively, the
"Nominees"). The persons named as proxies intend to vote in favor of the
election of the Nominees as Trustees of the Trust. Please see "About the
Election of Trustees" below for current information about the Nominees.
The Funds' investment adviser, WesBanco Investment Department, recommended
each of the Nominees to the Nominating Committee of the Board. Counsel to the
Independent Trustees had initially brought Mr. Bandi and Mr. Kaplan to the
attention of the WesBanco Investment Department.vacant position. Each Nominee has consented to serve if elected. Election of a Trustee is by
a plurality vote, which means that the individuals receiving the greatest number
of votes at the Meeting will be deemednamed as such in this Proxy Statement and to be elected.
If a Nominee for electionserve as a Trustee named above shall by reason of death
orif elected. If, for any other reason, become unavailableany Nominee should not be available for election or be able to serve as a candidate at the Meeting, votes
pursuant to the enclosed proxy may be cast for a substitute candidate byTrustee, the proxies named on the proxy card, orwill exercise their substitutes, present and acting at the
Meeting. Anyvoting power in favor of such substitute candidate for electionnominee, if any, as trustee shall be
nominated by the Nominating Committee of the Board.Board may designate. The BoardTrust has no reason to believe that any Nomineeit will become unavailable for election asbe necessary to designate a Trustee.
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime ofsubstitute nominee.
Although the Trust except that: (a) any Trusteedoes not intend to hold annual shareholder meetings, it may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees priorhold shareholder meetings from time to such removal; (c) each Trustee shall retire in accordance with any retirement
policy adopted by the Board; and (d) a Trustee may be removed at any special
meeting of the shareholders by a vote of two-thirdstime on important matters. Shareholders owning more than 10% of the outstanding shares of the Trust. In caseTrust or Fund also have the right to call a vacancy shall exist for any reason,meeting. With the remaining Trusteesrequisite vote, shareholders may fill such vacancy by appointment of another Trustee. An appointment ofremove a Trustee may be madeor take other action as described in the Trust’s organizational documents. If at any time, less than a majority of the Trustees holding office have been elected by the shareholders of the Trust, the Trustees then in office in anticipation ofwill promptly call a vacancy
to occur by reason of retirement, resignation or increase in number of Trustees
effective at a later date.
Where required,shareholders’ meeting, consistent with the tables included herein, separately list Board members
who are "interested persons"requirements of the Fund ("Interested" Trustee)1940 Act, for the purpose of electing Trustees to the Trust.
Listed below, for each Nominee and those whoTrustee, are not ( "Independent" Trustee). The WesMark Funds Complex is currently
comprised of five portfolios. Each Board member oversees all portfolios in the
WesMark Funds Complex.
Table 1, set forth below, provides a listing of each (i) Nominee standing
for election who is not presently serving as a Trustee,his name and (ii) Officers of the
Trust, along with their addresses, birth dates, present positions with the Trustage; position(s) and length of term in office, if applicable,service with the Trust; principal occupationsoccupation(s) during the past five years, previous positionsyears; and any other directorships held by Nominee for
Trustee.
Table 2, set forth below, states the dollar rangeTrustee or Nominee. Mr. Kirkbride is the only Trustee who is an “interested person” as that term is defined in the 1940 Act because of equity securitiesMr. Kirkbride’s security holdings in WesBanco Inc., the parent company to the Funds’ investment adviser. The remaining Trustees, including the Nominees, are not “interested persons” under the 1940 Act and therefore will be referred to as “Independent Trustees.” Each of the Funds owned by each Nominee namedTrustees and Nominees serve (or will serve in Table 1the case of Mr. Gleason) as of July 28, 2004.
No Independent Nominee owns beneficially or of record securities issued by
(1) the investment adviser or principal underwriter ofa Trustee for the Trust, or (2) any
person directly or indirectly controlling, controlled by, or under common
control with the investment adviser or principal underwriterwhich is comprised of the Funds.
As of January 31, 2004, the Interested Nominee for election owned
beneficially or of record less than 1% of the outstanding securities of any
class of the (1) investment adviser or principal underwriter of the Trust, or
(2) any person directly or indirectly controlling, controlled by, or under
common control with the investment adviser or principal underwriter of the
Funds.
Table 1
INDEPENDENT NOMINEE
five individual fund portfolios.
4
Trustees and Nominees
Name Age Address Date | Principal Occupations other Directorships Held | |
| INDEPENDENT TRUSTEES | ||
Lawrence E. Bandi Age: 56 WesMark Funds Attn: Secretary One Bank Plaza Wheeling, WV 26003 | Principal Occupations:VP/Chief Financial Officer, MPD Corporation (Property Management), Wheeling, WV Other Directorships: Welty Corporation (Home for the Aged), Wheeling National Heritage Area Corporation (Community Preservation), Special Wish Foundation (Charity), United Way of the Upper Ohio Valley | |
TRUSTEE Began serving September 2004 | Previous Positions: President and Chief Executive Officer, Valley National Gases, Inc. (Gas Supplier); | |
Mark M. Gleason† Age: 60 | Principal | |
WesMark Funds Attn: Secretary One Bank Plaza Wheeling, WV 26003 | Other Directorships: Trustee, Various Asbestos Trusts (Investment of Assets and Claim Payment). | |
TRUSTEE NOMINEE Service on Board contingent upon requested shareholder approval. | ||
Richard A. Hay† Age: 61 WesMark Funds Attn: Secretary One Bank Plaza Wheeling, WV 26003 | Principal Occupation:Retired Previous Occupation: Senior Vice President, | |
TRUSTEE NOMINEE Began serving December 2008 | ||
| INTERESTED TRUSTEE | ||
Robert E. Kirkbride* Age: 71 WesMark Funds Attn: Secretary One Bank Plaza Wheeling, WV 26003 | Principal | |
CHAIRMAN AND TRUSTEE Began serving September 2004 | ||
5
| † | Mr. Gleason and |
| * | Mr. Kirkbride is an interested person due to |
General Information Regarding the Board of Trustees
The Trust is governed by the Board of Trustees, which is responsible for overseeing the operations of the Funds. The Trustees also supervise the operation of the Funds by officers of the
Tower Federated Fund Complex; Chairman and
1001 Liberty Avenue Director, Federated Investors, Inc.;
Pittsburgh, PA Chairman, Federated Investment Management
Birth Date: July 28, Company, Federated Global Investment
1924 Management Corp. and Passport Research, Ltd.
Began serving:
February 1996 Previous Positions: Trustee, Federated
Investment Management Company and Chairman
and Director, Federated Investment
Counseling.
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Charles L. Davis, President Principal Occupations: Vice President,
Jr. Managing Director of Mutual Fund Services,
Federated Investors Federated Services Company; and President,
Tower Edgewood Services, Inc.
1001 Liberty Avenue
Pittsburgh, PA Previous Positions: President, Federated
Birth Date: March Clearing Services; and Director, Business
23, 1960 Development, Mutual Fund Services,
Began serving: Federated Services Company.
November 2003
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J. Christopher Donahue Executive Principal Occupations: Principal Executive
Federated Investors Tower Vice Officer and President of the Federated Fund
1001 Liberty Avenue President Complex; Director or Trustee of some of the
Pittsburgh, PA Funds in the Federated Fund Complex;
Birth Date: April 11, 1949 President, Chief Executive Officer and
Began serving: February Director, Federated Investors, Inc.;
1996 Chairman and Trustee, Federated Investment
Management Company; Trustee, Federated
Investment Counseling; Chairman and
Director, Federated Global Investment
Management Corp.; Chairman, Federated
Equity Management Company of Pennsylvania,
Passport Research, Ltd. and Passport
Research II, Ltd.; Trustee, Federated
Shareholder Services Company; Director,
Federated Services Company.
Previous Positions: President, Federated
Investment Counseling; President and Chief
Executive Officer, Federated Investment
Management Company, Federated Global
Investment Management Corp. and Passport
Research, Ltd.
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Beth S. Broderick Vice Principal Occupation: Vice President,
Federated Investors President Federated Services Company (1997 to
Tower present).
1001 Liberty Avenue
Pittsburgh, PA Previous Positions: Client Services
Birth Date: August Officer, Federated Services Company
2, 1965 (1992-1997).
Began serving:
August 2000
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- ------------------------------------------------------------------------------------------
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Judith J. Mackin Vice Principal Occupations: Vice President and
Federated Investors Tower President Director of Administration for Mutual
1001 Liberty Avenue Fund Services Group of Federated
Pittsburgh, PA Investors, Inc.
Birth Date: May 30, 1960
Began serving: August 2000
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- ------------------------------------------------------------------------------------------
John W. McGonigle Vice Principal Occupations: Executive Vice
Federated Investors Tower President President and Secretary of the Federated
1001 Liberty Avenue and Secretary Fund Complex; Executive Vice President,
Pittsburgh, PA Secretary and Director, Federated
Birth Date: October 26, Investors, Inc.
1938
Began serving: February Previous Positions: Trustee, Federated
1996 Investment Management Company and
Federated Investment Counseling;
Director, Federated Global Investment
Management Corp., Federated Services
Company and Federated Securities Corp.
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Richard J. Thomas Treasurer Principal Occupations: Executive Vice
1001 Liberty Avenue President and Secretary of the Federated
Pittsburgh, PA Fund Complex; Executive Vice President,
Birth Date: June 17, 1954 Secretary and Director, Federated
Began serving: August 2000 Investors, Inc.
Previous Positions: Trustee, Federated
Investment Management Company and
Federated Investment Counseling;
Director, Federated Global Investment
Management Corp., Federated Services
Company and Federated Securities Corp.
- ------------------------------------------------------------------------------------------
*** Officers do not receive any compensation from the Funds. It is anticipated that
if the Trustee Nominees are elected that certain officers may resign from their
positions with the Trust.
Table 2
OWNERSHIP OF SHARES IN THE FUNDS AS OF JUNE 1, 2003
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Aggregate Dollar RangeThe Trustees meet periodically throughout the year to oversee the Trust’s activities, review each Fund’s investment performance and the quality of Equity Securities in
Independent Nominee Dollar Range of Equity Securities All Funds Overseen or
Standing for Election inother services provided to each Fund and its shareholders by the FundsFunds’ investment adviser, review annually the fees paid to be Overseen by
Trustee or Nominee in
the WesMark Funds
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Lawrence E. Bandi None None
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Robert P. Kanters None None
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Mark E. Kaplan None None
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Interested Nominee
Standing for Election
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- --------------------------------------------------------------------------------
Robert E. Kirkbride None None
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COMMITTEES OF THE BOARD
BOARD COMMITTEE COMMITTEE FUNCTIONS MEETINGS HELD
MEMBERS DURING LAST
FISCAL YEAR
COMMITTEE
Executive John F. Donahue In between meetingsFunds’ investment adviser and oversee the Funds’ compliance program. The Trustees’ role is to provide oversight and not to provide day-to-day management of the full 1
John E. Murray,Funds.
The Board has all power necessary or convenient to carry out its responsibilities. Consequently, the Executive Committee
Jr., J.D., S.J.D. generallyBoard may exercise alladopt bylaws providing for the powers of the full Board in theregulation and management and direction of the
business and conduct of the affairs of the Trust inand may amend or repeal them to the extent that such manner asbylaws do not reserve that right to the Executive
Committee shall deem to be in
the best interests of the
Trust. However, the Executive
Committee cannot elect or removeTrust’s shareholders. The Board members,may increase or decreasereduce the number of Trustees,
elect or remove any Officer,
declare dividends, issue shares
or recommend to shareholders any
action requiring shareholder
approval.
Audit Thomas G. Bigley The Audit Committee reviewsBoard members and 4
John T. Conroy, recommendsmay, subject to the full1940 Act, fill vacancies on the Board. The Board may also elect and remove such officers and appoint and terminate such agents as they consider appropriate. The Trustees may establish and terminate committees that may exercise the Jr. independent auditors to be
Nicholas P. selected to audit the Funds'
Constantakis financial statements; meets with
Charles F. the independent auditors
Mansfield, Jr. periodically to review the
resultspowers and authority of the audits and
reportsBoard as determined by the resultsTrustees. They may, in general, delegate such authority as they consider desirable to the full
Board; evaluates the
independenceany officer of the auditors,
reviews legalTrust, to any Board committee and regulatory
mattersto any agent or employee of the Trust or to any custodian, transfer agent, principal underwriter or other service provider to a Fund.
There were four regular meetings of the Trustees held during the Trust’s fiscal year ended December 31, 2010. Each Trustee attended at least 75% of the meetings each was entitled to attend and also attended at least 75% of the total number of meetings held by all Board committees on which the Trustee served during that may have a material
effect onfiscal year. Since the financial
statements, related compliance
policies and programs, andTrust is not required to convene annual shareholder meetings, there is no policy requiring Trustee attendance at such meetings.
If the related reports received from
regulators; reviewsNominees are elected at the Funds'
internal audit function; reviews
compliance withMeeting, the Funds' codeBoard will be comprised of conduct/ethics; reviews
valuation issues; monitors
inter-fund lending transactions;
reviews custody services and
issues and investigates any
matters brought to the
Committee's attention that are
within the scope of its duties.
Nominating Thomas G. Bigley None
John T. Conroy, The Nominating Committee, whose
Jr. members consist of all
Nicholas P.three Independent Trustees selects
Constantakis and nominates persons for
John F. Cunningham election toone individual who is considered an “interested” Trustee. If the Funds' Board
Peter E. Madden when vacancies occur. The
Charles F. Committee will consider
Mansfield, Jr. candidates recommendedslate of Nominees is approved by John E. Murray, shareholders, Independent
Jr. Trustees, officers or employees
Marjorie P. Smuts of any75% of the Funds' agents or
John S. Walsh service providers and counsel to
the Funds. Board will be comprised of Independent Trustees.
Any shareholder who desireswishes to have an individual
considered for nomination bycommunicate with the Committee must submitBoard, or a recommendation in writingmember of the Board, should send a written communication addressed to the Secretary of the Fund, at the
following address:Trust by writing to: WesMark Funds, 5800 Corporate Drivec/o Reed Smith, LLP, 225 Fifth Avenue, Pittsburgh, PA 15237-7010, Attention
Secretary.Pennsylvania 15222-2716. The recommendation
should includeSecretary of the nameTrust will forward all such communications received to the Board, or, as applicable, the individual trustee named in the correspondence.
Committees of the Board
The Board has an Audit Committee that considers such matters pertaining to the Trust’s books of account, financial records, internal accounting controls and addresschanges in accounting principles or practices as the Trustees may from time to time determine. The Audit Committee also considers the engagement and compensation of both the independent registered public accounting firm (“Audit Firm”). The Audit Committee also meets with the representatives of the Audit Firm to review the scope and results of audits and other duties as set forth in the Audit Committee’s Charter. The Audit Committee members, each of whom are Independent Trustees, are: Mr. Bandi, Mr. Hay and, if approved by shareholders, Mr. Gleason. The Audit Committee met twice during the fiscal year ended December 31, 2010.
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The Board has a Nominating Committee that meets periodically to advise and assist the Board in nominating candidates to serve as trustees of the Trust. The Nominating Committee has adopted a Nominating Committee Charter to govern its operation. The members of the Nominating Committee, each of whom is an Independent Trustee, are: Mr. Bandi, Mr. Hay and, upon shareholder approval, Mr. Gleason. The Nominating Committee of the Board met once during the fiscal year ended December 31, 2010.
The Nominating Committee’s Charter provides that the committee will consider shareholder nominees for Trustees. All nominees must possess the appropriate characteristics, skills and experience for serving on the candidateBoard. In particular the Board and detailed
information concerning the
candidate's qualifications and
experience. In identifying and
evaluating candidates for
consideration, the Committee
shallits Independent Trustees will consider factors, such factors as it deems appropriate. Those
factors will ordinarily
include:each nominee’s integrity, intelligence, collegiality, judgment, diversity, skill, business and other experience, diversity, qualification as an "IndependentIndependent Trustee," the existence of
material relationships which may
create the appearance of a lack
of independence, financial or accounting knowledge and experience, and dedication and willingnesscommitment to devote the time and attention necessary to fulfill a Trustee’s duties. All shareholders who wish to recommend nominees for consideration as Trustees shall submit the names and qualifications of the candidates to the Secretary of the Trust by writing to: WesMark Funds, c/o Reed Smith, LLP, 225 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2716.
Risk Oversight
Consistent with its general oversight responsibilities, the Board responsibilities.
A copyoversees risk management of each Fund. As part of its oversight of risks, the Board or its Committees receive and consider reports from a number of parties, such as the Funds’ investment adviser, officers of the Trust and Trust service providers. For example, the Trust’s independent registered public accounting firm reports annually to the Audit Committee on internal control and accounting and financial reporting matters. The Board also meets with the Trust’s Chief Compliance Officer at least quarterly to discuss compliance issues, and the Board receives a written report from the Chief Compliance Officer at least annually that addresses the compliance policies and procedures of the Trust, the Funds’ investment adviser, distributor, administrator and transfer agent. In addition, the Independent Trustees meet with the Chief Compliance Officer at least annually in executive session.
The Board also adopts and periodically reviews policies and procedures intended to address risks and monitors efforts to assess the effectiveness of the implementation of the policies and procedures in addressing risks. It is possible, that despite the Board’s oversight of risk, not all risks will be identified, mitigated or addressed. Further, certain risks may arise that were unforeseen.
Board Leadership Structure
The Board is responsible for oversight of the Trust, including risk oversight and oversight of the Trust’s management. The Board currently consists of two Independent Trustees and one Interested Trustee. If the Nominees are approved by shareholders the Board will consist of three Independent Trustees and one Interested Trustee.
The Chairman of the Board, Mr. Kirkbride, is an Interested Trustee. The Chairman presides at all meetings of the Board at which the Chairman is present. The Chairman exercises such powers as are assigned to him by the Trust’s organizational and operating documents and by the Board of Trustees, which may include acting as a liaison with service providers, Trust officers, attorneys and other Trustees between meetings. The Independent Trustees have appointed Mr. Bandi as the lead Independent Trustee. In his role as lead Independent Trustee, Mr. Bandi presides at the meetings of Independent Trustees. As previously disclosed, Mr. Kirkbride is an Interested Trustee due to his security holdings in WesBanco, Inc., the ultimate parent company of the Funds’ investment adviser. Mr. Kirkbride is not an employee or officer of the Funds’ investment adviser. The members of the Board believe that Mr. Kirkbride has served as an effective liaison between the Board and the Funds’ various service providers, including the Funds’ investment adviser and accordingly believe he serves as an effective Chairman of the Board.
The Board utilizes a committee structure to assist the Board in administering its oversight function that includes an Audit Committee and a Nominating Committee. The Audit Committee and the Nominating Committee Charter is attachedare comprised exclusively of Independent Trustees. The committee structure facilitates orderly and efficient communication among the Independent Trustees, Trust management, services providers and the full Board.
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While the Board has determined it to this proxy statement.
Shareholder communicationbe in the best interests of the Trust and its shareholders to add an additional trustee to the Board, can be sent by mail to: WesMarkthe Trust has determined that the Board’s leadership structure is appropriate given the characteristics and circumstances of the Trust, including such matters as the independence of a majority of Trustees, the independence of all members of the Audit and Nominating Committees, the number of Funds 5800 Corporate Drive, Pittsburgh Pennsylvania 15237-7010; Attention: WesMark
Funds Secretary. The Board will consider at its September 2004 meeting
implementing a process by which shareholder communications will be reviewed.
that comprise the Trust, the net assets of the Trust and the Trust’s business and structure.
Qualifications and Experience
The following list indicates the beneficial ownershipis a brief discussion, for each Nominee, of the only shareholder
who,particular experience, qualifications, attributes or skills that led to the conclusion that the Nominee should serve as a Trustee. In reaching their conclusions, the Trustees considered various facts and circumstances and did not identify any factor as controlling, and individual Trustees may have considered additional factors or weighed the same factors differently. Qualifications considered by the Board to be important to the selection and retention of a Board member include the following: integrity, intelligence, collegiality, judgment, skill, business and other experience, diversity, qualification as an Independent Trustee, financial or accounting knowledge and experience, dedication, commitment to devote the time and attention necessary to fulfill a Trustee’s duties, and an individual’s ability to work effectively with the other members of the Board.
The Nominating Committee Charter of the Board, which contains the Board’s policy on trustee qualifications, is set forth asExhibit A hereto. Each Nominee’s individual experience is summarized in the table above and was considered as part of their nomination to the Board.
Independent Registered Public Accounting Firm Fees and Services
Each Fund selected Tait Weller & Baker LLP (“Tait Weller”) as its independent registered public accounting firm for each Fund’s fiscal years ended January 31, 2009 and December 31, 2009 as well as the fiscal year ended December 31, 2010. The Audit Fees, Audit-Related Fees and All Other Fees related to Tait Weller for the Trust’s two most recent fiscal years are as follows:
Accounting Firm Fees and Services | Fiscal Year Ended 1/31/2009 | Fiscal Year Ended 12/31/2009* | ||
Audit Fees: Aggregate fees billed for professional services rendered by the principal accountant for the audit of the Funds’ annual financial statements. | $98,300 | $98,300 | ||
Audit-Related Fees: Aggregate fees billed for professional services rendered by the principal accountant for the verification of the Funds’ securities and similar investments in accordance with Rule 17f-2 under the 1940 Act. | None | None | ||
Tax Fees: Aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. | None | None | ||
All Other Fees: Aggregate fees billed to any Fund by the principal accountant for services other than the services reported in the items above titled“Audit Fees,” “Audit-Related Fees” and“Tax Fees.” | None | None | ||
| * | Effective March 17, 2009, the Board of Trustees approved changing the fiscal year-end of each Fund from January 31 to December 31. The fees set forth in the table above are for the period beginning February 1, 2009 through December 31, 2009. |
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Share Ownership
As of November 30, 2010, the dollar range of equity securities in the Funds beneficially owned by the Trustees and Nominees were as follows:
| Dollar Range of Equity Securities in Each Fund | ||||||||||||
Name of Trustee/Nominee | Growth Fund | Small Company Growth Fund | Balanced Fund | Government Bond Fund | West Virginia Municipal Bond Fund | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies | ||||||
Independent Trustees/Nominees | ||||||||||||
Lawrence E. Bandi | $10,000 - $50,000 | None | None | None | None | $10,001 - $50,000 | ||||||
Mark M. Gleason | None | None | None | None | None | None | ||||||
Richard A. Hay | None | None | None | None | None | None | ||||||
Interested Trustee | ||||||||||||
Robert E. Kirkbride | $10,000 - $50,000 | None | None | None | None | $10,001 - $50,000 | ||||||
As of November 30, 2010, none of the Independent Trustees, nor any of their immediate family members, beneficially owned any securities issued by or otherwise had any interest in the Funds’ investment adviser or the principal underwriter or any person controlling, controlled by or under common control with such persons. For these purposes, “immediate family member” includes the Trustee’s or Nominee’s spouse, children residing in the current Trustee’s or Nominee’s household and dependents of the Trustee or Nominee.
Compensation of Trustees
The Trustees of the Trust receive a quarterly retainer fee in the amount of $3,437.50 and an additional $3,437.50 for attending each Board meeting. The Trustees are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings. None of the Trustees is entitled to receive any retirement, pension plans or deferred compensation benefits from the Trust. Interested Trustees receive the same compensation as Independent Trustees.
9
For the fiscal year ended December 31, 2010, the Trustees received the following compensation:
Name of the Trustee/Nominee | Aggregate Compensation from the Trust | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Aggregate Compensation From The Trust Paid to Trustees | ||||||||||
Independent Trustee/Nominees | ||||||||||||||
Lawrence E. Bandi | $27,500 | None | None | $27,500 | ||||||||||
Mark M. Gleason | None | None | None | |||||||||||
Richard A. Hay | $27,500 | None | None | $27,500 | ||||||||||
Interested Trustee | ||||||||||||||
Robert E. Kirkbride | $27,500 | None | None | $27,500 | ||||||||||
As previously noted, Mr. Kirkbride serves as a paid consultant to an affiliate of the Adviser in addition to receiving compensation from the Trust for serving as a Trustee.
Officers
The name, address, age and principal occupations for the past five years of the officers of the Trust are listed below. Each officer serves as an officer of the five fund portfolios that comprise the Trust.
Name Age Address | Positions Held with Fund Date Service Began | Principal Occupation(s) and Previous Position(s) | ||
Jerome B. Schmitt Age: 60 WesBanco Trust and Investment Services One Bank Plaza Wheeling, WV 26003 | CHIEF EXECUTIVE OFFICER Began serving: March 2009 PRESIDENT Began serving: September 2004 | Principal Occupations: Co-Portfolio Manager of the WesMark Funds; Executive Vice President, WesBanco, Inc., WesBanco Trust and Investment Services, and WesBanco Bank, Inc. | ||
Deborah Ferdon Age: 57 WesBanco Trust and Investment Services One Bank Plaza Wheeling, WV 26003 | CHIEF COMPLIANCE OFFICER SR. VICE PRESIDENT Began service September 2004 | Principal Occupations: Chief Compliance Officer and Senior Vice President of the WesMark Funds, WesBanco Investment Department, WesBanco Trust and Investment Services. | ||
David B. Ellwood Age: 53 WesBanco Trust and Investment Services One Bank Plaza Wheeling, WV 26003 | CHIEF FINANCIAL OFFICER TREASURER Began serving: March 2009 SR. VICE PRESIDENT Began Serving: September 2004 | Principal Occupations: Co-Portfolio Manager of the WesMark Funds; Senior Vice President, WesBanco Trust and Investment Services. | ||
Todd P. Zerega Age: 36 225 Fifth Avenue Pittsburgh, PA 15222 | SECRETARY Began serving: September 2004 | Principal Occupations: Partner, Reed Smith LLP Previous Positions: Associate, Reed Smith LLP. | ||
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JoEllen Legg Age: 49 1290 Broadway, Suite 1100 Denver, CO 80203 | ASSISTANT SECRETARY Began Serving: March 2009 | Principal Occupation: Vice President and Associate Counsel, ALPS Fund Services, Inc., since October 2007 Previous Positions: Senior Counsel, Adelphia Communications Corporation, 2005 to 2007; Associate Counsel, Patton Boggs LLP, 2004 to 2005; Associate Counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, 1998 to 2004. |
No officer, director or employee of the adviser or any of its affiliates receives any compensation from the Trust for serving as an officer of the Trust.
THE BOARD UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND VOTE FOR EACH NOMINEE
AS A TRUSTEE OF THE TRUST
* * * * *
INFORMATION REGARDING THE TRUST
As of the close of business on the Record Date, December 27, 2010, the Trust had the following shares outstanding per Fund:
WesMark Small Company Growth Fund | 6,542,171.9930 | |||
WesMark Growth Fund | 20,539,718.7740 | |||
WesMark Balanced Fund | 5,846,416.1130 | |||
WesMark Government Bond Fund | 25,223,118.4550 | |||
WesMark West Virginia Municipal Bond Fund | 8,557,179.2000 | |||
Total Outstanding Shares of Trust Entitled To Vote on the Proposal | 66,708,604.5350 |
Each share has voting rights as stated in this Proxy Statement and is entitled to one vote (and a fractional vote for a fractional share).
Service Providers
Investment Adviser. WesBanco Investment Department, a division of WesBanco Bank, Inc., which is a wholly owned subsidiary of WesBanco, Inc., serves as the investment adviser of the Funds and is located at One Bank Plaza, Wheeling, West Virginia 26003.
Administrator and Transfer Agent. ALPS Fund Services, Inc. is the Funds’ Administrator and Transfer Agent and is located at 1290 Broadway, Suite 1100, Denver, Colorado 80203.
Underwriter/Distributor. ALPS Distributors, Inc. is the Funds’ Distributor and is located at 1290 Broadway, Suite 1100, Denver, Colorado 80203.
Beneficial Owners. Occasionally, the number of shares of a Fund held in “street name” accounts of various securities dealers for the benefit of their clients as well as the number of shares held by other shareholders of record may exceed 5% of the total shares outstanding. As of the Record Date, to the best of the knowledge of the Trust, holds with power overNational Financial Services LLC FBO Customers of WesBanco Trust & Investment Services, One Bank Plaza, Wheeling, West Virginia, owned of record, or beneficially owned, 5% or more of any class of the outstanding voting shares of the Trust, as outlined in the following table:
Fund Name | Shares | % of Outstanding Shares | ||||
WesMark Small Company Growth Fund | 5,853,531.8690 | 89.47% | ||||
WesMark Growth Fund | 18,454,814.0520 | 89.85% | ||||
WesMark Balanced Fund | 5,342,021.9690 | 91.37% | ||||
WesMark Government Bond Fund | 22,411,992.6150 | 88.85% | ||||
WesMark West Virginia Municipal Bond Fund | 8,121,996.3040 | 94.92% | ||||
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Insofar as each Fund is aware, as of the Record Date, no person owned, beneficially or dispositionof record, more than 5%25% of the outstanding shares of any class of any Fund, except: National Financial Services LLC FBO Customers of WesBanco Trust & Investment Services, One Bank Plaza, Wheeling, West Virginia.
Any person owning more than 25% of the outstanding shares of a Fund may be deemed to control it. WesBanco Trust and Investment Services (“Trust Department”) holds its shares of the Funds as nominee for the benefit of July 28,
2004:
- -------------------------------------------------------------------------------
FUND SHAREHOLDER ADDRESS NUMBER OF PERCENTAGE
SHARES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark Small Dollingcustomers of WesBanco Trust & Co. Wheeling, WV 2,246,085.465 84.11%
Company Growth
Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SaxonInvestment Services. The Trust Department is a division of WesBanco Bank, Inc. and Co. Philadelphia, 149,666.221 5.61%
PA
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark Growth Dolling & Co. Wheeling, WV 18,378,848.566 89.46%
Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark Balanced Dolling & Co. Wheeling, WV 6,435,703.103 91.67%
Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark Bond Fund Dolling & Co. Wheeling, WV 17,558,620.560 92.81%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark West Dolling & Co. Wheeling, WV 6,937,778.259 83.97%
Virginia
Municipal Bond
Fund
- -------------------------------------------------------------------------------
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
Atprovides fiduciary services to customers of the datebank, which may include discretionary investment management of this proxy statement the only business which the managementcustomer’s assets. The Trust Department intends to presentseek authorization from the committee of WesBanco Bank, Inc. which supervises fiduciary activities to vote in favor of the Proposal with respect to customers who have granted investment discretion to the Trust Department.
As of November 30, 2010, the percentage of shares owned by the Trust’s Trustees and officers as a group did not exceed 1% of the outstanding shares of any of the Funds.
MORE ON PROXY VOTING AND THE MEETING
General information about Proxy Voting
For the Trust, each share is entitled to cast one vote, and fractional shares are entitled to a proportionate fractional vote.
Proxy Statement Costs
The cost of preparing, printing and mailing the proxy card, notice of meeting and this Proxy Statement and all other costs incurred with the solicitation of proxies will be paid by the Trust. Because the Proposal described in this Proxy Statement will benefit the Trust and its shareholders, the Board has authorized that the cost and expenses described above, including the costs associated with soliciting proxies, be paid by the Funds, whether or knows that othersnot the Proposal is approved. The costs and expenses will present isbe allocated pro rata between each Fund based on average net assets.
Solicitation of Proxies
Officers of the business mentionedTrust and employees of certain of the Trust’s service providers, without extra compensation, may conduct solicitations personally, by mail, by telephone or by any other electronic means available.
Brokers, banks and other fiduciaries may be required to forward soliciting material to their principals on behalf of the Funds and to obtain authorization for the execution of proxies. For those services, they may be reimbursed by the Trust for their expenses to the extent the Trust would have directly borne those expenses.
Currently, if the Trust determines to retain the services of a proxy solicitation firm, the Trust anticipates retaining Broadridge Financial Solutions, Inc. Any proxy solicitation firm engaged by the Trust, among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing shareholder information to any third party; and (iii) required to comply with applicable telemarketing laws.
If a shareholder wishes to participate in the Notice of Meeting. IfMeeting, but does not wish to give his or her proxy telephonically, the shareholder may still submit the proxy card originally sent with the Proxy Statement in the postage paid envelope
12
provided, via the internet or attend in person. Should shareholders require additional information regarding the proxy card or a replacement proxy card, they may contact us toll-free at 1-800-864-1013 if you have any other matter lawfully comes beforequestions. Any proxy given by a shareholder, whether in writing, by telephone or via the Special
Meeting,internet, is revocable as described below under the paragraph titled “Revoking a Proxy.”
Please take a few moments to complete your proxy card promptly. You may vote your shares by completing and in all procedural matters at the Special Meeting,signing the enclosed proxy card and mailing the proxy card in the postage paid envelope provided. You also may vote your shares by telephone or via the internet by following the instructions on the enclosed proxy card and accompanying materials. You also may cast your vote by attending the Meeting in person if you are a record owner.
Telephone Voting
The Trust has arranged to have votes recorded by telephone. Please have the proxy card in hand and call the number on the enclosed materials and follow the instructions. After a shareholder provides his or her voting instructions, those instructions are read back to the shareholder and the shareholder must confirm his or her voting instructions before disconnecting the telephone call. The voting procedures used in connection with telephone voting are designed to reasonably authenticate the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded.
Internet Voting
You may also vote over the internet by following the instructions in the enclosed materials. You will be prompted to enter the control number on the enclosed proxy card. Follow the instructions on the screen, using your proxy ballot as a guide. The voting procedures used in connection with internet voting are designed to reasonably authenticate the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded.
Voting By Broker-Dealers
Shares owned of record by a broker-dealer for the benefit of its customers (“street account shares”) will be voted by the broker-dealer based on instructions received from its customers. If no instructions are received, the broker-dealer may (if permitted by applicable stock exchange rules) give or authorize the giving of a proxy, as record holder of such shares, to vote such shares in accordanceconnection with the best judgmentProposal. Beneficial owners of street account shares cannot vote at the Meeting. Only record owners may vote at the Meeting.
A “broker non-vote” is deemed to exist when a proxy received from a broker indicates that the broker does not have discretionary authority to vote the shares on that matter. Abstentions (but not broker non-votes) will have the same effect as a vote against the Proposal.
Quorum and Voting
Shareholders of the Trust will vote collectively on the election of the Nominees. The presence in person or by proxy of one-third of the Trust’s shares that are entitled to vote constitutes a quorum.
Shares over which broker-dealers have discretionary voting power and shares whose proxies named
therein, or their substitutes,reflect an abstention on the Proposal are all counted as shares present and actingentitled to vote for purposes of determining whether the required quorum exists for the Proposal. If no instructions are received, the broker-dealer may (if permitted by applicable stock exchange rules) give or authorize the giving of a proxy, as record holder of such shares, to vote such shares in connection with the Proposal.
The Nominees must receive a plurality of the votes cast in person or by proxy at the Special Meeting.
If,Meeting at which a quorum exists, which means that the two Nominees receiving the highest number of affirmative votes cast at the time any session ofMeeting will be elected.
13
In the Special Meeting is called to order,event a quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor of the proposal haveProposal set forth in the Notice of Meeting of Shareholders or is not been received by the date of the Meeting, the persons named as proxiesin the enclosed proxy (or their substitutes) may propose and approve one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to such proposal.proxies. All such adjournments will require a
pluralitythe affirmative vote of the sharesa majority of the Trustshares present in person or by proxy at the session of the Special Meeting to be adjourned. The persons named as proxies on the proxy ballots (or their substitutes) will vote thosethe shares present in person or by proxy (including broker non-votes and abstentions) in favor of such an adjournment. A vote may be taken on a Proposal in this Proxy Statement prior to any such adjournment if a quorum is present, sufficient votes for its approval have been received and it is otherwise appropriate.
How are votes counted?
The individuals named as proxies which they are entitledon the proxy ballot (or their substitutes) will vote according to your directions if your proxy ballot is received and properly executed, or in accordance with the instructions you provide if you vote by telephone, internet or mail.
With respect to the Nominees, you may direct the proxy holders to vote your shares in the following manner (in each case by checking the appropriate boxes):
“FOR ALL” Trustees; or
“FOR ALL EXCEPT” certain Trustees for whom you choose to withhold authority to vote; or
“WITHHOLD AUTHORITY FOR ALL” Trustees.
If you properly execute and return a proxy card but fail to indicate how the votes should be cast, the proxy ballot will be voted in favor of the proposal,election of each of the Nominees named in favorthis Proxy Statement for Trustee.
Revoking a Proxy
You may revoke a previously granted proxy at any time before it is exercised by (i) delivering a written notice to the Trust expressly revoking your proxy, (ii) signing and forwarding to the Trust a later-dated proxy, or (iii) attending the Meeting and casting your votes in person if you are a record owner. Granted proxies typically will be voted at the final meeting, but may be voted at an adjourned meeting if appropriate.
Shareholder Proposals
The Trust is not required and does not intend to hold shareholder meetings on a regular basis. Special meetings of such adjournment, will vote against any such adjournment
any proxies requiredshareholders may be called from time to time by either the Trust or the shareholders. Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a fund’s proxy statement for a particular meeting. Those rules currently require that for future meetings, the shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least 1% of the fund’s securities to be voted, againstat the time the proposal is submitted and will abstain from
voting those proxiesfor one year prior thereto, and must continue to own such shares through the date on which are requiredthe meeting is held.
Another requirement relates to abstain from voting onthe timely receipt by a Fund of any such proposal. THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
If you doUnder those rules, a proposal must have been submitted a reasonable time before the Fund began to print and mail this Proxy Statement in order to be included in this Proxy Statement. A proposal submitted for inclusion in a Fund’s proxy materials for the next special meeting after the meeting to which this Proxy Statement relates must be received by the Fund a reasonable time before the Fund begins to print and mail the proxy materials for that meeting. The fact that the Fund receives a proposal from a qualified shareholder in a timely manner does not expect to attend the Special Meeting, please sign your proxy
card promptly and return itensure its inclusion in the enclosed envelopeproxy materials because there are other requirements under the proxy rules for such inclusion.
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Reports to avoid unnecessary
expenseShareholders and delay. No postage is necessary.
By Order of the Board of Trustees
John W. McGonigle
Secretary
August 2, 2004
IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY
In an effortFinancial Statements
The Annual Report to reduce costs and avoid duplicate mailings, the Funds intend to
deliver a single copy of certain documents to each household in which more than
one shareholdershareholders of the Funds resides so-called "householding", as permitted by
applicable rules.dated December 31, 2009, which includes financial statements of the Funds, and the Semi-Annual Report to shareholders of the Funds dated June 30, 2010 have previously been sent to shareholders.Upon request, each Fund’s most recent annual and subsequent semi-annual report (when available) can be obtained at no cost.To request a report for the Trust, please call 1-800-864-1013, write to WesMark Funds, 1290 Broadway, Suite 1100, Denver, Colorado 80203, or visit www.wesmarkfunds.com.
To avoid sending duplicate copies of materials to households, the Trust mails only one copy of each report to shareholders having the same address and tax identification number on the Fund’s records, unless the Trust has received contrary instructions from shareholders. The Fund's "householding" program covers their Prospectus and
Statementconsolidation of Additional Information, and supplementsthese mailings, called householding, benefits the Fund through reduced mailing expenses.
If you want to each, as well as
Semi-Annual and Annual Shareholder Reports and any Proxiesreceive multiple copies of these materials or information
statements. Shareholders must give their written consent to participaterequest householding in the "householding" program. The Funds are also permitted to treat a shareholder as
having given consent "implied consent" if (i) shareholders with the same last
name, or believed to be members of the same family, reside at the same street
address or receive mail at the same post office box, (ii) the Funds give notice
of their intent to "household" at least sixty 60 days before they begin
householding" and (iii) none of the shareholders in the household have notified
the Funds or their agent of the desire to "opt out" of "householding."
Shareholders who have granted written consent, or have been deemed to have
granted implied consent, can revoke that consent and opt out of "householding"
at any time by contacting the Funds by mail at: WesMark Funds, Federated
Investors Tower, 5800 Corporate Drive, Pittsburgh Pennsylvania 15237-7010:
shareholders who purchased shares through an intermediary should contact their
representative; other shareholdersfuture, you may call the Fundstransfer agent at 1-800-864-1013. Appendix 1
You may also notify the transfer agent in writing at ALPS Fund Services, Inc., 1290 Broadway, Suite 1100, Denver, Colorado, 80203. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting other than the Proposal described in this Proxy Statement and the Trustees are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment or adjournments thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.
15
Exhibit A
WESMARK FUNDS
NOMINATING COMMITTEE CHARTER
The Nominating Committee (the "Committee"“Committee”) of each fund which adopts this charter (the "Fund"“Fund”) shall be composed solely of Directors or Trustees who are not "interested persons"“interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”) (individually, an "Independent Trustee"“Independent Trustee” and collectively the "Independent Trustees"“Independent Trustees”). The Board of the Fund shall appoint the members of the Committee and, unless otherwise determined by the Board, the members of the Nominating Committee shall consist of all Independent Trustees. Unless otherwise determined by the Committee, the Chairman of the Independent Trustees shall serve as chair of the Committee.
Meetings.
Meetings. Meetings of the Committee shall be held at such times and places as determined from time to time by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may meet by telephone and may act by unanimous written consent. The Committee may adopt such rules, procedures or policies as it deems appropriate from time to time to facilitate the conduct of its business.
Responsibilities.
Responsibilities. The Committee shall select and nominate persons for election to the Board as and when vacancies occur or are reasonably anticipated, which nominees shall be presented to the Board for election, or nomination for election by shareholders, as the case may be. The Committee will consider recommendations from Independent Trustees, officers or employees of any of the Fund'sFund’s agents or service providers, counsel to the Fund or shareholders of the Fund. Any person wishing to recommend an individual for consideration should address such request to the Secretary of the Fund and include detailed information concerning the candidate'scandidate’s qualifications and experience. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. These factors ordinarily will include: integrity, intelligence, collegiality, judgment, diversity, skill, business and other experience, qualification as an "Independent“Independent Trustee,"” the existence of material relationships which may create the appearance of a lack of independence, financial or accounting knowledge and experience, dedication and willingness to devote the time and attention necessary to fulfill Board Responsibilities.
Miscellaneous.
Miscellaneous. The Committee shall have the power, in its discretion, to a) retain and compensate search firms, b) approve the compensation of members of the Committee and c) engage and compensate such other advisers as it deems appropriate.
WesMark Funds
Proxy for Special Meeting of Shareholders - September 3, 2004
The undersigned hereby appoints Megan W. Clement, Todd P. Zerega, Suzanne
W. Land, Catherine C. Ryan, and Diane J. Palmer, as proxies to vote and act at
the Special Meeting of Shareholders of the WesMark Funds (the "Trust"), to be
held at the Trust's principal office, 5800 Corporation Drive, Pittsburgh, PA
15237-7010 at 2:00 p.m. on September 3, 2004 and at all adjournments thereof, in
respect of all Shares of the Trust as to which the undersigned may be entitled
to vote or act. Each proxy shall have power of substitution and a majority of
said proxies or their substitutes, or any one if only one be present and acting,
shall have all powers hereby granted.
The proxies are hereby authorized and instructed to vote upon the matters
specified in the notice of meeting as set forth on this side of this proxy. If
no choice is indicated as to a proposal, the proxies shall vote FOR such
proposal. Each of the matters is proposed by the Trust, and none of the matters
are related to or conditioned on the approval of any other matter. The proxies
may vote in their discretion on any other matter which may properly come before
the meeting.
Please sign and return.
The proxies are hereby instructed to vote as specified.
NOTE: Signature(s) should agree with name(s) as printed hereon. All joint owners
should sign. Fiduciaries please indicate their titles. THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD MEMBERS OF THE TRUST. Please sign and return promptly in
the enclosed envelope.
16
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 | To vote by Internet | |
1) Read the Proxy Statement and have the Proxy Card below at hand. | ||
2) Go to websitewww.proxyvote.com | ||
3) Follow the instructions provided on the website. | ||
To vote by Telephone | ||
1) Read the Proxy Statement and have the Proxy Card below at hand. | ||
2) Call1-800-690-6903 | ||
3) Follow the instructions. | ||
To vote by Mail | ||
1) Read the Proxy Statement. | ||
2) Check the appropriate box on the Proxy Card below. | ||
3) Sign and date the proxy card. | ||
4) Return the proxy card in the envelope provided. | ||
If you vote by Telephone or Internet, you do not need to mail your proxy. |
TO VOTE, MARK BLOCKS BELOW IN KEEP THIS PORTION FOR YOUR RECORDS
BLUE OR BLACK INK AS FOLLOWS.
- ------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
WesMark Funds
Election of Board Members ___ FOR All
(1) Lawrence E. Bandi
Robert P. Kanters
Mark E. Kaplan
Robert E. Kirkbride
___ Withheld All
___ To withhold authority to vote, mark "For All
Except" and write the nominee's name on the
line below.
______________________________________________
(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.
x_________________________x___________________________ _____________
Signature (Sign here exactly as name(s) appear above.) Date
FOLLOWS:
<XXXXX>1 KEEP THIS PORTION FOR YOUR RECORDS | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |||
DYNAMIC CALLING - POSITION C - EFN LINE 1 | ||||||||||||||||||||||
| For | Withhold | For All | INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided above. | |||||||||||||||||||
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTEFOR EACH OF THE NOMINEES: | All | All | Except | |||||||||||||||||||
1. To elect two Trustees for the Fund: | ¨ | ¨ | ¨ | |||||||||||||||||||
NOMINEES: | ||||||||||||||||||||||
(01) Richard A. Hay | ||||||||||||||||||||||
(02) Mark M. Gleason | ||||||||||||||||||||||
YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL. YOU VOTE IS IMPORTANT. WE URGE YOU TO VOTE PROMPTLY. Note: Please sign this proxy exactly as your name or names appear hereon. Each joint owner should sign. Trustees and other fiduciaries should indicate the capacity in which they sign. If a corporation, partnership or other entity, this signature should be that of a duly authorized individual who should state his or her title. | ||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||
<XXXXX>2 | ||||
PROXY CARD WESMARK FUNDS PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 21, 2011 The undersigned, revoking prior proxies, hereby appoints Jerome B. Schmitt, David B. Ellwood and Deborah Ferdon, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of WesMark Funds (the “Trust”) to be held at WesBanco Bank, Inc., One Bank Plaza, Wheeling, WV, on January 21, 2011, at 10:00 a.m. Eastern Time, or at any adjournment thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned. You may review the Proxy Statement atwww.wesmarkfunds.com. This proxy is solicited on behalf of the Trust’s Board of Trustees, and the Proposal (set forth on the reverse side of this proxy card) have been proposed by the Board of Trustees. When properly executed, this proxy will be voted as indicated on the reverse side or “FOR” the Proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holder’s best judgment as to any other matters that may arise at the Special Meeting. PLEASE SIGN AND DATE ON THE REVERSE SIDE. | ||||