SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed 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 of Registrant as Specified in its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
_______________________________________________________________
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 Special Meeting of the shareholders of the WesMark Funds (the "Trust"),
has been called and 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 is to consider and vote on the
following matters with respect to the Trust:
To elect four (4) Trustees 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
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
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, will be
entitled to notice of, and to vote at, the Special Meeting. Shares may be
represented in person or by proxy. The Trustees propose to mail this proxy
statement, the enclosed notice of meeting and proxy card on or about August 10,
2004.
The Funds' combined annual report, which includes audited financial statements
for each Fund for the fiscal year ended January 31, 2004, and the combined
semi-annual report, which includes unaudited financial statements for each Fund
for 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, free of charge, please write 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, in person or by proxy of the holders, of (a)
one-half of the Shares of the Trust on all matters requiring a Majority
Shareholder Vote, as defined in the Investment Company Act of 1940, or (b)
one-third of 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.
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 deemed to be elected.
If a Nominee for election as a Trustee named above shall by reason of death
or for any other reason become unavailable as a candidate at the Meeting, votes
pursuant to the enclosed proxy may be cast for a substitute candidate by the
proxies named on the proxy card, or their substitutes, present and acting at the
Meeting. Any such substitute candidate for election as trustee shall be
nominated by the Nominating Committee of the Board. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
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-thirds of the outstanding shares of
the Trust. In case a vacancy shall exist for any reason, the remaining Trustees
may fill such vacancy by appointment of another Trustee. An appointment of a
Trustee may be made by the Trustees then in office in anticipation of a vacancy
to occur by reason of retirement, resignation or increase in number of Trustees
effective at a later date.
Where required, the tables included herein, separately list Board members
who are "interested persons" of the Fund ("Interested" Trustee) and those who
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, and (ii) Officers of the
Trust, along with their addresses, birth dates, present positions with the Trust
and length of term in office, if applicable, principal occupations during the
past five years, previous positions and other directorships held by Nominee for
Trustee.
Table 2, set forth below, states the dollar range of equity securities of
the Funds owned by each Nominee named in Table 1 as of July 28, 2004.
No Independent Nominee owns beneficially or of record securities issued by
(1) the 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.
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
- ----------------------------------------------------------------------------------
Name, Address, Date Position(s) Number Principal Occupations Aggregate
of Birth, Date Held of in Past Five Years, Compensation
Service Began with Portfolios Other Directorships Held from the
Trust in the and Previous Positions Trust
Trust to
be overseen
by Trustee
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Lawrence E. Bandi Nominee 5 Principal Occupations: Dean Proposed
Birth Date: June standing of Business and Financial to be paid
23, 1954 for Affairs, West Virginia by the
2 Halstead Avenue election Northern Community College; Trust
Wheeling WV, 26003 Vice Chairman, Ohio County
Economic Development
Authority; Audit Committee
Chairman, Ohio Valley
Industrial Business
Development Corporation;
Chairman Elect, Special
Wish Foundation, Upper Ohio
Valley United Way;
Director, Wheeling
Hospital; Chairman,
Wheeling Civic Center
Taskforce.
Previous Positions:
President and Chief
Executive Officer, Valley
National Gases, Inc.;
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Robert P. Kanters Nominee 5 Principal Occupations: Proposed
Birth Date: standing Senior Vice President, Legg to be paid
February 23, 1940 for Mason Wood Walker, Inc. by the
13 Laurelwood election (global financial Trust
Estates services); Board Member,
Wheeling WV, 26003 iNetworks (private equity
group).
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Mark E. Kaplan* Nominee 5 Principal Occupations: Proposed
Birth Date: standing President, Chief Financial to be paid
November 24, 1961 for Officer and Director, by the
104 Alyson Drive election Weirton Steel Corporation; Trust
McMurray PA, 15317 Board Member, Mainstay Life
Services.
Previous Positions: Senior
Audit Manager, Arthur
Anderson LLP; Corporate
Controller, Black Box
Corporation (network
services).
- ----------------------------------------------------------------------------------
* Weirton Steel Corporation filed a voluntary bankruptcy petition in May of
2003. Mr. Kaplan was a Senior Vice President of Finance and Administration
and Director for the Weirton Steel Corporation at the time of the filing.
Table 1 Cont.
INTERESTED NOMINEE
- ----------------------------------------------------------------------------------------------
Name, Address, Date Position(s) Number of Principal Occupations Aggregate
of Birth, Date Held with Portfolios in Past Five Years, Compensation
Service Began Trust in the Trust Other Directorships Held and from the Trust
to be Previous Positions
overseen by
Trustee
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Robert E. Kirkbride** Nominee 5 Principal Occupations: Proposed to
Birth Date: August standing Director, WesBanco, Inc.; be paid by
23, 1939 for election Director, WesBanco Bank Inc. the Trust
132 S. Fourth Officer, Christy &
Street, Marietta OH, Associates(real estate
45750 development and investment
management); Director, The
Mountain Company (holding
company); Director, The
Laurel Management Group
(holding company); Director
and Officer, Thunder
Corporation (oil and gas
production); Director and
Officer, Databridge
Corporation (computer sales
and service).
- ----------------------------------------------------------------------------------------------
** Robert E. Kirkbride is an interested person due to the Director position he
holds with WesBanco, Inc. The Funds' investment adviser, WesBanco Investment
Department is a division of WesBanco Bank Inc., a wholly owned subsidiary of
WesBanco Inc.
Table 1 Cont.
OFFICERS***
- ------------------------------------------------------------------------------------------
Name, Address & Date of Position(s) Principal Occupations in Past Five and
Birth, Date Service Began Held with Trust Previous Positions
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
John F. Donahue Chairman Principal Occupations: Chief Executive
Federated Investors Officer and Director or Trustee 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.
- ------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in
Independent Nominee Dollar Range of Equity Securities All Funds Overseen or
Standing for Election in the Funds to be Overseen by
Trustee or Nominee in
the WesMark Funds
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Lawrence E. Bandi None None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Robert P. Kanters None None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Mark E. Kaplan None None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Interested Nominee
Standing for Election
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Robert E. Kirkbride None None
- --------------------------------------------------------------------------------
COMMITTEES OF THE BOARD
BOARD COMMITTEE COMMITTEE FUNCTIONS MEETINGS HELD
MEMBERS DURING LAST
FISCAL YEAR
COMMITTEE
Executive John F. Donahue In between meetings of the full 1
John E. Murray, Board, the Executive Committee
Jr., J.D., S.J.D. generally may exercise all the
powers of the full Board in the
management and direction of the
business and conduct of the
affairs of the Trust in such
manner as the Executive
Committee shall deem to be in
the best interests of the
Trust. However, the Executive
Committee cannot elect or remove
Board members, increase or
decrease 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 reviews and 4
John T. Conroy, recommends to the full Board 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
results of the audits and
reports the results to the full
Board; evaluates the
independence of the auditors,
reviews legal and regulatory
matters that may have a material
effect on the financial
statements, related compliance
policies and programs, and the
related reports received from
regulators; reviews the Funds'
internal audit function; reviews
compliance with the Funds' code
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. Independent Trustees, selects
Constantakis and nominates persons for
John F. Cunningham election to the Funds' Board
Peter E. Madden when vacancies occur. The
Charles F. Committee will consider
Mansfield, Jr. candidates recommended by
John E. Murray, shareholders, Independent
Jr. Trustees, officers or employees
Marjorie P. Smuts of any of the Funds' agents or
John S. Walsh service providers and counsel to
the Funds. Any shareholder who
desires to have an individual
considered for nomination by the
Committee must submit a
recommendation in writing to the
Secretary of the Fund, at the
following address: WesMark Funds
5800 Corporate Drive Pittsburgh
PA 15237-7010, Attention
Secretary. The recommendation
should include the name and
address of both the shareholder
and the candidate and detailed
information concerning the
candidate's qualifications and
experience. In identifying and
evaluating candidates for
consideration, the Committee
shall consider such factors as
it deems appropriate. Those
factors will ordinarily
include: integrity,
intelligence, collegiality,
judgment, diversity, skill,
business and other experience,
qualification as an "Independent
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
willingness to devote the time
and attention necessary to
fulfill Board responsibilities.
A copy of the Nominating
Committee Charter is attached to
this proxy statement.
Shareholder communication to the Board can be sent by mail to: WesMark 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.
The following list indicates the beneficial ownership of the only shareholder
who, to the best knowledge of the Trust holds with power over voting or
disposition more than 5% of the outstanding shares of any Fund as of July 28,
2004:
- -------------------------------------------------------------------------------
FUND SHAREHOLDER ADDRESS NUMBER OF PERCENTAGE
SHARES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
WesMark Small Dolling & Co. Wheeling, WV 2,246,085.465 84.11%
Company Growth
Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Saxon 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
At the date of this proxy statement the only business which the management
intends to present or knows that others will present is the business mentioned
in the Notice of Meeting. If any other matter lawfully comes before the Special
Meeting, and in all procedural matters at the Special Meeting, the enclosed
proxy will be voted in accordance with the best judgment of the proxies named
therein, or their substitutes, present and acting at the Special Meeting.
If, at the time any session of the Special Meeting is called to order, 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 have not been received, the persons named as proxies may propose
one or more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to such proposal. All such adjournments will require a
plurality vote of the shares of the Trust present in person or by proxy at the
session of the Special Meeting to be adjourned. The persons named as proxies
will vote those proxies which they are entitled to vote in favor of the
proposal, in favor of such adjournment, will vote against any such adjournment
any proxies required to be voted against the proposal, and will abstain from
voting those proxies which are required to abstain from voting on 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 do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense 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 effort 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 shareholder of the Funds resides so-called "householding", as permitted by
applicable rules. The Fund's "householding" program covers their Prospectus and
Statement of Additional Information, and supplements to each, as well as
Semi-Annual and Annual Shareholder Reports and any Proxies or information
statements. Shareholders must give their written consent to participate 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 shareholders may call the Funds at 1-800-864-1013.
Appendix 1
WESMARK FUNDS
NOMINATING COMMITTEE CHARTER
The Nominating Committee (the "Committee") of each fund which adopts this
charter (the "Fund") shall be composed solely of Directors or Trustees who are
not "interested persons" of the Fund as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act") (individually, an
"Independent Trustee" and collectively the "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 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. 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'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'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 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. 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.
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