UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 333-16157 WESMARK FUNDS - ------------------------------------------------------------------------------- Exact name of registrant as specified in charter) 5800 Corporate Drive Pittsburgh, PA 15237-7010 (Address of principal executive offices) Todd P. Zerega, Secretary Federated Investors Tower Pittsburgh, PA 15222-3779 - ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 412-288-1900 Date of Fiscal year-end: 1/31 Date of reporting period: 7/1/2005 - 6/30/2006 Item 1. Proxy Voting Record WESMARK GROWTH FUND FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006 COMPANY TICKER CUSIP MEETING AGENDA ITEM PROPONENT VOTE FUND FOR OR DATE CAST VOTE AGAINST MGMT 3M CO MMM 88579Y101 05/09/2006 Elect Director Linda G. Alvarado Mgmt Yes For For Elect Director Edward M. Liddy Mgmt Yes For For Elect Director Robert S. Morrison Mgmt Yes For For Elect Director Aulana L. Peters Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Performance-Based ShrHoldr Yes For Against Adopt Animal Welfare Policy ShrHoldr Yes Against For Implement China Principles ShrHoldr Yes Against For AMGEN, INC. AMGN 31162100 05/10/2006 Elect Director Frederick W. Gluck Mgmt Yes For For Elect Director J. Paul Reason Mgmt Yes For For Elect Director Donald B. Rice Mgmt Yes For For Elect Director Leonard D. Schaeffer Mgmt Yes For For Ratify Auditors Mgmt Yes For For Stock Retention ShrHoldr Yes For Against Link Executive Compensation to Social Issues ShrHoldr Yes Against For Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Yes For Against Shareholder Vote Develop an Animal Welfare Policy ShrHoldr Yes Against For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Report on Political Contributions ShrHoldr Yes For For ANHEUSER-BUSCH BUD 35229103 04/26/2006 Elect Director James J. Forese Mgmt Yes For For COMPANIES, INC. Elect Director Vernon R. Loucks, Jr. Mgmt Yes For For Elect Director Vilma S. Martinez Mgmt Yes For For Elect Director William Porter Payne Mgmt Yes For For Elect Director Edward E. Whitacre, Jr. Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Approve Non-Employee Director Restricted Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For APPLIED AMAT 38222105 03/22/2006 Elect Director Michael H. Armacost Mgmt Yes For For MATERIALS, INC. Elect Director Deborah A. Coleman Mgmt Yes For For Elect Director Philip V. Gerdine Mgmt Yes For For Elect Director Thomas J. Iannotti Mgmt Yes For For Elect Director Charles Y.S. Liu Mgmt Yes For For Elect Director James C. Morgan Mgmt Yes For For Elect Director Gerhard H. Parker Mgmt Yes For For Elect Director Willem P. Roelandts Mgmt Yes For For Elect Director Michael R. Splinter Mgmt Yes For For Ratify Auditors Mgmt Yes For For BASF AG 55262505 05/04/2006 Meeting for Holders of ADRs ADOPTION OF A RESOLUTION ON THE APPROPRIATION OF Mgmt Yes For For PROFIT ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE Mgmt Yes For For ACTIONS OF THE SUPERVISORY BOARD ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE Mgmt Yes For For ACTIONS OF THE BOARD OF EXECUTIVE DIRECTORS ELECTION OF AN AUDITOR FOR THE FINANCIAL YEAR 2006 Mgmt Yes For For AUTHORIZATION TO BUY BACK SHARES AND TO PUT THEM TO Mgmt Yes For For FURTHER USE INCLUDING THE AUTHORIZATION TO REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL AUTHORIZATION TO ACQUIRE OWN SHARES USING DERIVATIVE Mgmt Yes For For FINANCIAL INSTRUMENTS AMENDMENT OF ARTICLES 8, 12 AND 16 OF THE ARTICLES OF Mgmt Yes Against Against ASSOCIATION BP PLC (FORM. 55622104 04/20/2006 Meeting for Holders of ADRs BP AMOCO PLC ) TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE Mgmt Yes For For ACCOUNTS TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt Yes For For Elect Director Dr D C Allen Mgmt Yes For For Elect Director Lord Browne Mgmt Yes For For Elect Director Mr J H Bryan Mgmt Yes For For Elect Director Mr A Burgmans Mgmt Yes For For Elect Director Mr I C Conn Mgmt Yes For For Elect Director Mr E B Davis, Jr Mgmt Yes For For Elect Director Mr D J Flint Mgmt Yes For For Elect Director Dr B E Grote Mgmt Yes For For Elect Director Dr A B Hayward Mgmt Yes For For Elect Director Dr D S Julius Mgmt Yes For For Elect Director Sir Tom Mckillop Mgmt Yes For For Elect Director Mr J A Manzoni Mgmt Yes For For Elect Director Dr W E Massey Mgmt Yes For For Elect Director Sir Ian Prosser Mgmt Yes For For Elect Director Mr M H Wilson Mgmt Yes For For Elect Director Mr P D Sutherland Mgmt Yes For For Ratify Auditors Mgmt Yes For For SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE Mgmt Yes For For PURCHASE OF ITS OWN SHARES BY THE COMPANY TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED Mgmt Yes For For AMOUNT SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A Mgmt Yes For For LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS BRUNSWICK CORP. BC 117043109 05/03/2006 Elect Director Michael J. Callahan Mgmt Yes For For Elect Director Manuel A. Fernandez Mgmt Yes For For Elect Director Peter B. Hamilton Mgmt Yes For For Elect Director Roger W. Schipke Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For CATERPILLAR CAT 149123101 06/14/2006 Elect Director David R. Goode Mgmt Yes For For INC. Elect Director James W. Owens Mgmt Yes For For Elect Director Charles D. Powell Mgmt Yes For For Elect Director Joshua I. Smith Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes Against Against Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against CHECK POINT CHKP M22465104 09/27/2005 Meeting for Holders of ADRs SOFTWARE TECHNOLOGIES INC ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS): Mgmt Yes For For GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAVID RUBNER, TAL SHAVIT. TO RATIFY THE APPOINTMENT AND COMPENSATION OF CHECK Mgmt Yes For For POINT S INDEPENDENT PUBLIC ACCOUNTANTS. TO RATIFY AND APPROVE CHECK POINT S NEW EQUITY Mgmt Yes Against For INCENTIVE PLANS. TO RATIFY AND APPROVE AN EXTENSION OF CHECK POINT S Mgmt Yes For For 1996 EMPLOYEE STOCK PURCHASE PLAN. TO AMEND CHECK POINT S ARTICLES OF ASSOCIATION Mgmt Yes For For REGARDING INSURANCE, INDEMNIFICATION AND EXCULPATION. TO APPROVE CORRESPONDING AMENDMENTS TO THE Mgmt Yes For For INDEMNIFICATION AGREEMENTS WITH EACH OF CHECK POINT S DIRECTORS. TO AMEND CHECK POINT S ARTICLES OF ASSOCIATION Mgmt Yes For For REGARDING DISTRIBUTION OF ANNUAL FINANCIAL STATEMENTS. TO APPROVE COMPENSATION TO CERTAIN EXECUTIVE OFFICERS Mgmt Yes Against For WHO ARE ALSO BOARD MEMBERS. TO APPROVE CASH COMPENSATION OF CHECK POINT S Mgmt Yes For For DIRECTORS WHO ARE NOT EMPLOYEES. CISCO SYSTEMS, CSCO 17275R102 11/15/2005 Elect Director Carol A. Bartz Mgmt Yes For For INC. Elect Director M. Michele Burns Mgmt Yes For For Elect Director Larry R. Carter Mgmt Yes For For Elect Director John T. Chambers Mgmt Yes For For Elect Director Dr. John L. Hennessy Mgmt Yes For For Elect Director Richard M. Kovacevich Mgmt Yes For For Elect Director Roderick C. McGeary Mgmt Yes For For Elect Director James C. Morgan Mgmt Yes For For Elect Director John P. Morgridge Mgmt Yes For For Elect Director Steven M. West Mgmt Yes For For Elect Director Jerry Yang Mgmt Yes For For Approve Stock Option Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Review/Limit Executive Compensation ShrHoldr Yes For Against Report on Pay Disparity ShrHoldr Yes Against For Report on Human Rights Policy ShrHoldr Yes Against For COMCAST CORP. CMCSA 20030N101 05/18/2006 Elect Director Brian L. Roberts Mgmt Yes For For Elect Director Ralph J. Roberts Mgmt Yes For For Elect Director S. Decker Anstrom Mgmt Yes For For Elect Director Kenneth J. Bacon Mgmt Yes For For Elect Director Sheldon M. Bonovitz Mgmt Yes For For Elect Director Edward D. Breen Mgmt Yes For For Elect Director Julian A. Brodsky Mgmt Yes For For Elect Director Joseph J. Collins Mgmt Yes For For Elect Director J. Michael Cook Mgmt Yes For For Elect Director Jeffrey A. Honickman Mgmt Yes For For Elect Director Judith Rodin Mgmt Yes For For Elect Director Michael I. Sovern Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Amend Restricted Stock Plan Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Put Repricing of Stock Options to Shareholder Vote ShrHoldr Yes Against For Separate Chairman and CEO Positions ShrHoldr Yes For Against Limit Executive Compensation ShrHoldr Yes Against For Company-Specific-Adopt Recapitalization Plan ShrHoldr Yes For Against Establish Other Board Committee ShrHoldr Yes For Against CONOCOPHILLIPS COP 20825C104 05/10/2006 Elect Director Richard L. Armitage Mgmt Yes For For Elect Director Richard H. Auchinleck Mgmt Yes For For Elect Director Harald J. Norvik Mgmt Yes For For Elect Director William K. Reilly Mgmt Yes For For Elect Director Victoria J. Tschinkel Mgmt Yes For For Elect Director Kathryn C. Turner Mgmt Yes For For Ratify Auditors Mgmt Yes For For Report Damage Resulting From Drilling Inside the ShrHoldr Yes For Against National Petroleum Reserve Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Report Accountability for Company's Environmental ShrHoldr Yes Against For Impacts due to Operation Non-Employee Director Compensation ShrHoldr Yes Against For CONSTELLATION STZ.B 21036P108 07/28/2005 Elect Director George Bresler Mgmt Yes Withhold Against BRANDS, INC. Elect Director Jeananne K. Hauswald Mgmt Yes For For Elect Director James A. Locke III Mgmt Yes Withhold Against Elect Director Richard Sands, Ph.D. Mgmt Yes Withhold Against Elect Director Robert Sands Mgmt Yes Withhold Against Elect Director Thomas C. McDermott Mgmt Yes For For Elect Director Paul L. Smith Mgmt Yes For For Ratify Auditors Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For CVS CORPORATION CVS 126650100 05/11/2006 Elect Director W. Don Cornwell Mgmt Yes For For Elect Director David W. Dorman Mgmt Yes For For Elect Director Thomas P. Gerrity Mgmt Yes For For Elect Director Marian L. Heard Mgmt Yes For For Elect Director William H. Joyce Mgmt Yes For For Elect Director Terrence Murray Mgmt Yes For For Elect Director Sheli Z. Rosenberg Mgmt Yes For For Elect Director Thomas M. Ryan Mgmt Yes For For Elect Director Alfred J. Verrecchia Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Separate Chairman and CEO Positions ShrHoldr Yes For Against Report on Feasibility of Product Reformulation ShrHoldr Yes Against For EBAY INC. EBAY 278642103 06/13/2006 Elect Director William C. Ford, Jr. Mgmt Yes For For Elect Director Dawn G. Lepore Mgmt Yes For For Elect Director Pierre M. Omidyar Mgmt Yes For For Elect Director Richard T. Sclosberg, III Mgmt Yes For For Amend Stock Option Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ELECTRONIC ERTS 285512109 07/28/2005 Elect Director M. Richard Asher Mgmt Yes For For ARTS, INC. Elect Director Leonard S. Coleman Mgmt Yes For For Elect Director Gary M. Kusin Mgmt Yes For For Elect Director Gregory B. Maffei Mgmt Yes For For Elect Director Timothy Mott Mgmt Yes Withhold Against Elect Director Vivek Paul Mgmt Yes For For Elect Director Robert W. Pittman Mgmt Yes For For Elect Director Lawrence F. Probst III Mgmt Yes For For Elect Director Linda J. Srere Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes Against Against Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ENSCO ESV 26874Q100 05/09/2006 Elect Director Gerald W. Haddock Mgmt Yes For For INTERNATIONAL, INC. Elect Director Paul E. Rowsey, III Mgmt Yes For For Elect Director Carl F. Thorne Mgmt Yes For For Elect Director Daniel W. Rabun Mgmt Yes For For Ratify Auditors Mgmt Yes For For FIRST DATA FDC 319963104 05/10/2006 Elect Director Daniel P. Burnham Mgmt Yes For For CORP. Elect Director Jack M. Greenberg Mgmt Yes For For Elect Director Courtney F. Jones Mgmt Yes For For Elect Director Charles T. Russell Mgmt Yes For For Elect Director David A. Coulter Mgmt Yes For For Elect Director Henry C. Duques Mgmt Yes For For Elect Director Peter B. Ellwood Mgmt Yes For For Ratify Auditors Mgmt Yes For For FISERV, INC. FISV 337738108 05/24/2006 Elect Director Daniel P. Kearney Mgmt Yes For For Elect Director Jeffery W. Yabuki Mgmt Yes For For Elect Director L. William Seidman Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against GENERAL GE 369604103 04/26/2006 Elect Director James I. Cash, Jr. Mgmt Yes For For ELECTRIC CO. Elect Director Sir William M. Castell Mgmt Yes For For Elect Director Ann M. Fudge Mgmt Yes For For Elect Director Claudio X. Gonzalez Mgmt Yes Withhold Against Elect Director Jeffrey R. Immelt Mgmt Yes For For Elect Director Andrea Jung Mgmt Yes For For Elect Director Alan G. Lafley Mgmt Yes For For Elect Director Robert W. Lane Mgmt Yes For For Elect Director Ralph S. Larsen Mgmt Yes For For Elect Director Rochelle B. Lazarus Mgmt Yes For For Elect Director Sam Nunn Mgmt Yes For For Elect Director Roger S. Penske Mgmt Yes For For Elect Director Robert J. Swieringa Mgmt Yes For For Elect Director Douglas A. Warner, III Mgmt Yes For For Elect Director Robert C. Wright Mgmt Yes For For Ratify Auditors Mgmt Yes For For Restore or Provide for Cumulative Voting ShrHoldr Yes Against For Adopt Policy on Overboarded Directors ShrHoldr Yes For Against Company-Specific -- One Director from the Ranks of the ShrHoldr Yes Against For Retirees Separate Chairman and CEO Positions ShrHoldr Yes Against For Require a Majority Vote for the Election of Directors ShrHoldr Yes Against For Report on Environmental Policies ShrHoldr Yes Against For GILEAD GILD 375558103 05/10/2006 Elect Director Paul Berg Mgmt Yes For For SCIENCES, INC. Elect Director John F. Cogan Mgmt Yes For For Elect Director Etienne F. Davignon Mgmt Yes For For Elect Director James M. Denny Mgmt Yes For For Elect Director John W. Madigan Mgmt Yes For For Elect Director John C. Martin Mgmt Yes For For Elect Director Gordon E. Moore Mgmt Yes For For Elect Director Nicholas G. Moore Mgmt Yes For For Elect Director Gayle E. Wilson Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Report on Impact of HIV/AIDS, TB, and Malaria ShrHoldr Yes For Against Pandemics GOOGLE INC GOOG 38259P508 05/11/2006 Elect Director Eric Schmidt Mgmt Yes For For Elect Director Sergey Brin Mgmt Yes For For Elect Director Larry Page Mgmt Yes For For Elect Director L. John Doerr Mgmt Yes For For Elect Director John L. Hennessy Mgmt Yes For For Elect Director Arthur D. Levinson Mgmt Yes For For Elect Director Ann Mather Mgmt Yes For For Elect Director Michael Moritz Mgmt Yes For For Elect Director Paul S. Otellini Mgmt Yes For For Elect Director K. Ram Shriram Mgmt Yes For For Elect Director Shirley M. Tilghman Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes Against Against Company-Specific-Recapitalization Plan ShrHoldr Yes For Against HILTON HOTELS HLT 432848109 05/24/2006 Elect Director Christine Garvey Mgmt Yes For For CORP. Elect Director Peter M. George Mgmt Yes For For Elect Director Barron Hilton Mgmt Yes For For Elect Director John L. Notter Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Yes For Against Shareholder Vote HOME DEPOT, HD 437076102 05/25/2006 Elect Director Gregory D. Brenneman Mgmt Yes Withhold Against INC. (THE) Elect Director John L. Clendenin Mgmt Yes Withhold Against Elect Director Claudio X. Gonzalez Mgmt Yes Withhold Against Elect Director Milledge A. Hart, III Mgmt Yes Withhold Against Elect Director Bonnie G. Hill Mgmt Yes Withhold Against Elect Director Laban P. Jackson, Jr. Mgmt Yes Withhold Against Elect Director Lawrence R. Johnston Mgmt Yes Withhold Against Elect Director Kenneth G. Langone Mgmt Yes Withhold Against Elect Director Angelo R. Mozilo Mgmt Yes For For Elect Director Robert L. Nardelli Mgmt Yes Withhold Against Elect Director Thomas J. Ridge Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Increase Disclosure of Executive Compensation ShrHoldr Yes For Against Report on EEOC-Related Activities ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Report on Political Contributions ShrHoldr Yes For Against Increase Disclosure of Executive Compensation ShrHoldr Yes For Against Affirm Political Non-partisanship ShrHoldr Yes Against For INGERSOLL-RAND IR G4776G101 06/07/2006 Meeting for Holders of ADRs COMPANY LIMITED Elect Director T.E. Martin Mgmt Yes Withhold Against Elect Director P. Nachtigal Mgmt Yes For For Elect Director R.J. Swift Mgmt Yes For For Ratify Auditors Mgmt Yes For For INTEL CORP. INTC 458140100 05/17/2006 Elect Director CRAIG R. BARRETT Mgmt Yes For For Elect Director CHARLENE BARSHEFSKY Mgmt Yes For For Elect Director E. JOHN P. BROWNE Mgmt Yes For For Elect Director D. JAMES GUZY Mgmt Yes For For Elect Director REED E. HUNDT Mgmt Yes For For Elect Director PAUL S. OTELLINI Mgmt Yes For For Elect Director JAMES D. PLUMMER Mgmt Yes For For Elect Director DAVID S. POTTRUCK Mgmt Yes For For Elect Director JANE E. SHAW Mgmt Yes For For Elect Director JOHN L. THORNTON Mgmt Yes For For Elect Director DAVID B. YOFFIE Mgmt Yes For For Rescind Fair Price Provision Mgmt Yes For For Amend Articles/Bylaws/Repeal Supermajority Vote Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Approve Qualified Employee Stock Purchase Plan Mgmt Yes For For ISHARES TRUST 464287481 08/11/2005 Elect Director Lee T. Kranefuss Mgmt Yes For For Elect Director John E. Martinez Mgmt Yes For For Elect Director Richard K. Lyons Mgmt Yes For For Elect Director George G.C. Parker Mgmt Yes For For Elect Director W. Allen Reed Mgmt Yes For For Elect Director Cecilia H. Herbert Mgmt Yes For For Elect Director Charles A. Hurty Mgmt Yes For For Elect Director John E. Kerrigan Mgmt Yes For For Approve Change of Fundamental Investment Policy - Mgmt Yes For For Senior Securities Approve Change of Fundamental Investment Policy - Mgmt Yes For For Lending Approve Change of Fundamental Investment Objective to Mgmt Yes For For Non-fundamental Other Business Mgmt Yes Against Against JABIL CIRCUIT, JBL 466313103 01/19/2006 Elect Director Laurence S. Grafstein Mgmt Yes For For INC. Elect Director Mel S. Lavitt Mgmt Yes For For Elect Director Timothy L. Main Mgmt Yes For For Elect Director William D. Morean Mgmt Yes For For Elect Director Lawrence J. Murphy Mgmt Yes For For Elect Director Frank A. Newman Mgmt Yes Withhold Against Elect Director Steven A. Raymund Mgmt Yes For For Elect Director Thomas A. Sansone Mgmt Yes For For Elect Director Kathleen A. Walters Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes Against Against Approve Executive Incentive Bonus Plan Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Other Business Mgmt Yes Against Against KELLOGG CO. K 487836108 04/21/2006 Elect Director John T. Dillon Mgmt Yes For For Elect Director James M. Jenness Mgmt Yes For For Elect Director L. Daniel Jorndt Mgmt Yes For For Elect Director William D. Perez Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Sustainability Report ShrHoldr Yes Against For KOHL'S CORP. KSS 500255104 04/26/2006 Elect Director Jay H. Baker Mgmt Yes For For Elect Director Steven A. Burd Mgmt Yes For For Elect Director Kevin Mansell Mgmt Yes For For Elect Director Peter M. Sommerhauser Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against MANOR CARE, HCR 564055101 05/09/2006 Elect Director Mary Taylor Behrens Mgmt Yes For For INC. Elect Director Joseph F. Damico Mgmt Yes For For Elect Director John T. Schwieters Mgmt Yes For For Elect Director Richard C. Tuttle Mgmt Yes For For Elect Director M. Keith Weikel Mgmt Yes For For Elect Director Gail R. Wilensky Mgmt Yes For For Elect Director Thomas L. Young Mgmt Yes For For MEDTRONIC, INC. MDT 585055106 08/25/2005 Elect Director Shirley Ann Jackson, Ph.D. Mgmt Yes For For Elect Director Denise M. O'Leary Mgmt Yes For For Elect Director Jean-Pierre Rosso Mgmt Yes For For Elect Director Jack W. Schuler Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Approve Qualified Employee Stock Purchase Plan Mgmt Yes For For Amend Non-Employee Director Stock Option Plan Mgmt Yes For For MELLON MEL 58551A108 04/18/2006 Elect Director Paul L. Cejas Mgmt Yes For For FINANCIAL CORP. Elect Director Seward Prosser Mellon Mgmt Yes For For Elect Director Mark A. Nordenberg Mgmt Yes For For Elect Director W.E. Strickland, Jr. Mgmt Yes For For Approve Non-Employee Director Restricted Stock Plan Mgmt Yes For For Amend Vote Requirements to Amend ShrHoldr Yes For Against Articles/Bylaws/Charter Ratify Auditors Mgmt Yes For For MICROSOFT CORP. MSFT 594918104 11/09/2005 Elect Director William H. Gates, III Mgmt Yes For For Elect Director Steven A. Ballmer Mgmt Yes For For Elect Director James I. Cash Jr. Mgmt Yes For For Elect Director Dina Dublon Mgmt Yes For For Elect Director Raymond V. Gilmartin Mgmt Yes For For Elect Director A. Mclaughlin Korologos Mgmt Yes For For Elect Director David F. Marquardt Mgmt Yes For For Elect Director Charles H. Noski Mgmt Yes For For Elect Director Helmut Panke Mgmt Yes For For Elect Director Jon A. Shirley Mgmt Yes For For Ratify Auditors Mgmt Yes For For MOTOROLA, INC. MOT 620076109 05/01/2006 Elect Director E. Zander Mgmt Yes For For Elect Director H.L. Fuller Mgmt Yes Against Against Elect Director J. Lewent Mgmt Yes For For Elect Director T. Meredith Mgmt Yes For For Elect Director N. Negroponte Mgmt Yes For For Elect Director I. Nooyi Mgmt Yes For For Elect Director S. Scott, III Mgmt Yes For For Elect Director R. Sommer Mgmt Yes For For Elect Director J. Stengel Mgmt Yes For For Elect Director D. Warner, III Mgmt Yes For For Elect Director J. White Mgmt Yes For For Elect Director M. White Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Yes For Against Shareholder Vote NABORS NBR G6359F103 03/30/2006 Meeting for Holders of ADRs INDUSTRIES, LTD. Increase Authorized Common Stock Mgmt Yes For For Meeting for Holders of ADRs Elect Director Eugene M. Isenberg Mgmt Yes For For Ratify Auditors Mgmt Yes For For MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S AMENDED Mgmt Yes Against Against AND RESTATED 2003 EMPLOYEE STOCK PLAN. NORFOLK NSC 655844108 05/11/2006 Elect Director Daniel A. Carp Mgmt Yes For For SOUTHERN CORP. Elect Director Steven F. Leer Mgmt Yes For For Elect Director Charles W. Moorman Mgmt Yes For For Ratify Auditors Mgmt Yes For For NVIDIA NVDA 67066G104 06/22/2006 Elect Director Tench Coxe Mgmt Yes For For CORPORATION Elect Director Mark L. Perry Mgmt Yes For For Ratify Auditors Mgmt Yes For For OMNICOM GROUP OMC 681919106 05/23/2006 Elect Director John D. Wren Mgmt Yes For For INC. Elect Director Bruce Crawford Mgmt Yes For For Elect Director Robert Charles Clark Mgmt Yes For For Elect Director Leonard S. Coleman, Jr Mgmt Yes For For Elect Director Errol M. Cook Mgmt Yes For For Elect Director Susan S. Denison Mgmt Yes For For Elect Director Michael A. Henning Mgmt Yes For For Elect Director John R. Murphy Mgmt Yes For For Elect Director John R. Purcell Mgmt Yes For For Elect Director Linda Johnson Rice Mgmt Yes For For Elect Director Gary L. Roubos Mgmt Yes For For Ratify Auditors Mgmt Yes For For PETRO-CANADA PCA. 71644E102 04/25/2006 Elect Director Ron A. Brenneman Mgmt Yes For For Elect Director Angus A. Bruneau Mgmt Yes For For Elect Director Gail Cook-Bennett Mgmt Yes For For Elect Director Richard J. Currie Mgmt Yes For For Elect Director Claude Fontaine Mgmt Yes For For Elect Director Paul Haseldonckx Mgmt Yes For For Elect Director Thomas E. Kierans Mgmt Yes For For Elect Director Brian F. MacNeill Mgmt Yes For For Elect Director Maureen McCaw Mgmt Yes For For Elect Director Paul D. Melnuk Mgmt Yes For For Elect Director Guylaine Saucier Mgmt Yes For For Elect Director James W. Simpson Mgmt Yes For For Ratify Deloitte & Touche LLP as Auditors Mgmt Yes For For PFIZER INC. PFE 717081103 04/27/2006 Elect Director Michael S. Brown Mgmt Yes For For Elect Director M. Anthony Burns Mgmt Yes For For Elect Director Robert N. Burt Mgmt Yes For For Elect Director W. Don Cornwell Mgmt Yes For For Elect Director William H. Gray, III Mgmt Yes For For Elect Director Constance J. Horner Mgmt Yes For For Elect Director William R. Howell Mgmt Yes For For Elect Director Stanley O. Ikenberry Mgmt Yes For For Elect Director George A. Lorch Mgmt Yes Withhold Against Elect Director Henry A. McKinnell Mgmt Yes For For Elect Director Dana G. Mead Mgmt Yes Withhold Against Elect Director Ruth J. Simmons Mgmt Yes For For Elect Director William C. Steere, Jr. Mgmt Yes For For Ratify Auditors Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For Establish Term Limits for Directors ShrHoldr Yes Against For Social Proposal ShrHoldr Yes Against For Restore or Provide for Cumulative Voting ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Report on Political Contributions ShrHoldr Yes Against For Report on Animal Welfare Policy ShrHoldr Yes Against For Reort on Animal-based Testing ShrHoldr Yes Against For PUBLICIS GROUPE 74463M106 06/07/2006 Meeting for Holders of ADRs APPROVAL OF THE TRANSACTIONS AND SINGLE-ENTITY Mgmt Yes For For FINANCIAL STATEMENTS FOR FISCAL YEAR 2005. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR Mgmt Yes For For FISCAL YEAR 2005. APPROPRIATION OF THE NET PROFITS FOR 2005 AND Mgmt Yes For For ESTABLISHMENT OF THE DIVIDEND. RATIFICATION OF THE ACTS OF THE MEMBERS OF THE Mgmt Yes For For MANAGEMENT BOARD FOR FISCAL YEAR 2005. RATIFICATION OF THE ACTS OF THE MEMBERS OF THE Mgmt Yes For For SUPERVISORY BOARD FOR FISCAL YEAR 2005. ESTABLISHMENT OF THE ATTENDANCE FEES FOR THE MEMBERS Mgmt Yes For For OF THE SUPERVISORY BOARD FOR FISCAL YEAR 2005 AND FOR EACH OF THE FISCAL YEARS THEREAFTER AND TAKING NOTE OF THE ALLOTMENT DECIDED BY THE SUPERVISORY BOARD. APPROVAL OF THE REGULATED AGREEMENTS MENTIONED IN THE Mgmt Yes For For SPECIAL REPORT OF THE STATUTORY AUDITORS. REELECTION OF ELISABETH BADINTER SUAUDEAU TO THE Mgmt Yes Against Against SUPERVISORY BOARD FOR SIX YEARS. REELECTION OF HENRI-CALIXTE SUAUDEAU TO THE Mgmt Yes Against Against SUPERVISORY BOARD FOR SIX YEARS. APPOINTMENT OF LEONE MEYER AS A NEW SUPERVISORY BOARD Mgmt Yes Against Against MEMBER FOR SIX YEARS. RATIFICATION OF THE COOPTATION OF MICHEL HALPERIN AS A Mgmt Yes For For NEW MEMBER OF THE SUPERVISORY BOARD. AUTHORIZATION TO THE MANAGEMENT BOARD, FOR 18 MONTHS, Mgmt Yes For For SUCH THAT THE COMPANY CAN PURCHASE ITS OWN SHARES, UP TO THE LIMIT OF 10% OF THE CAPITAL STOCK; THE MAXIMUM PURCHASE PRICE IS EUR 45 AND THE MINIMUM SELLING PRICE IS EUR 18. AUTHORIZATION TO THE MANAGEMENT BOARD, FOR 26 MONTHS, Mgmt Yes For For TO DECREASE THE CAPITAL STOCK BY CANCELING PUBLICIS SHARES HELD BY THE COMPANY. PURSUANT TO ARTICLE L.225-129-6 PARAGRAPH 2 OF THE Mgmt Yes For For FRENCH COMMERCIAL CODE AND ARTICLES L.443-1 FF. OF THE FRENCH LABOR CODE (AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.) PROPOSAL TO AMEND ARTICLE 7 III OF THE BYLAWS Mgmt Yes Against Against (TRANSFER OF SHARES) TO BRING IT INTO LINE WITH ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE (AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.) PROPOSAL TO AMEND ARTICLE 11 III OF THE BYLAWS Mgmt Yes For For (DELIBERATIONS) TO REFLECT THE STATUTORY OBLIGATION TO PREPARE MINUTES OF EACH MANAGEMENT BOARD MEETING. PROPOSAL TO AMEND ARTICLE 21 LAST PARAGRAPH (OFFICERS- Mgmt Yes Against Against ATTENDANCE SHEET-VOTES) SO THAT THE METHOD OF VOTING CAN BE DETERMINED BY THE OFFICERS PRESIDING OVER THE MEETING. PROPOSAL TO AMEND ARTICLE 22 (ANNUAL SHAREHOLDERS Mgmt Yes For For MEETING) TO INCLUDE THE POSSIBILITY TO ALLOW THE MANAGEMENT BOARD TO ISSUE BONDS. POWERS TO ACCOMPLISH FORMALITIES. Mgmt Yes For For SANDISK CORP. SNDK 80004C101 05/25/2006 Elect Director Eli Harari Mgmt Yes For For Elect Director Irwin Federman Mgmt Yes For For Elect Director Steven J. Gomo Mgmt Yes For For Elect Director Eddy W. Hartenstein Mgmt Yes For For Elect Director Catherine P. Lego Mgmt Yes For For Elect Director Michael E. Marks Mgmt Yes For For Elect Director James D. Meindl Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Ratify Auditors Mgmt Yes For For SPRINT CORP. S 852061100 07/13/2005 Increase Authorized Common Stock Mgmt Yes For For Amend Articles/Bylaws/Charter-Non-Routine Mgmt Yes For For Change Company Name Mgmt Yes For For Issue Shares in Connection with an Acquisition Mgmt Yes For For Adjourn Meeting Mgmt Yes For For Elect Director Gordon M. Bethune Mgmt Yes For For Elect Director Dr. E. Linn Draper, Jr. Mgmt Yes For For Elect Director James H. Hance, Jr. Mgmt Yes For For Elect Director Deborah A. Henretta Mgmt Yes For For Elect Director Irvine O. Hockaday, Jr. Mgmt Yes For For Elect Director Linda Koch Lorimer Mgmt Yes For For Elect Director Gerald L. Storch Mgmt Yes For For Elect Director William H. Swanson Mgmt Yes For For Ratify Auditors Mgmt Yes For For Review Executive Compensation ShrHoldr Yes Against For SPRINT NEXTEL S 852061100 04/18/2006 Elect Director Keith J. Bane Mgmt Yes For For CORP Elect Director Gordon M. Bethune Mgmt Yes For For Elect Director Timothy M. Donahue Mgmt Yes For For Elect Director Frank M. Drendel Mgmt Yes For For Elect Director Gary D. Forsee Mgmt Yes For For Elect Director James H. Hance, Jr. Mgmt Yes For For Elect Director V. Janet Hill Mgmt Yes For For Elect Director Irvine O. Hockaday, Jr Mgmt Yes For For Elect Director William E. Kennard Mgmt Yes For For Elect Director Linda Koch Lorimer Mgmt Yes For For Elect Director Stephanie M. Shern Mgmt Yes For For Elect Director William H. Swanson Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Restore or Provide for Cumulative Voting ShrHoldr Yes For Against STAPLES, INC. SPLS 855030102 06/06/2006 Elect Director Basil L. Anderson Mgmt Yes For For Elect Director Robert C. Nakasone Mgmt Yes For For Elect Director Ronald L. Sargent Mgmt Yes For For Elect Director Stephen F. Schuckenbrock Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against STARWOOD HOTELS HOT 85590A203 05/02/2006 Elect Director Steven J. Heyer Mgmt Yes Withhold Against & RESORTS WORLDWIDE, INC. Elect Director Charlene Barshefsky Mgmt Yes Withhold Against Elect Director Jean-Marc Chapus Mgmt Yes Withhold Against Elect Director Bruce W. Duncan Mgmt Yes Withhold Against Elect Director Lizanne Galbreath Mgmt Yes For For Elect Director Eric Hippeau Mgmt Yes Withhold Against Elect Director Stephen R. Quazzo Mgmt Yes Withhold Against Elect Director Thomas O. Ryder Mgmt Yes Withhold Against Elect Director Daniel W. Yih Mgmt Yes Withhold Against Elect Director Kneeland C. Youngblood Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For TEXAS TXN 882508104 04/20/2006 Elect Director J.R. Adams Mgmt Yes For For INSTRUMENTS INC. Elect Director D.L. Boren Mgmt Yes For For Elect Director D.A. Carp Mgmt Yes For For Elect Director C.S. Cox Mgmt Yes For For Elect Director T.J. Engibous Mgmt Yes For For Elect Director G.W. Fronterhouse Mgmt Yes For For Elect Director D.R. Goode Mgmt Yes For For Elect Director P.H. Patsley Mgmt Yes For For Elect Director W.R. Sanders Mgmt Yes For For Elect Director R.J. Simmons Mgmt Yes For For Elect Director R.K. Templeton Mgmt Yes For For Elect Director C.T. Whitman Mgmt Yes For For Ratify Auditors Mgmt Yes For For TEXTRON INC. TXT 883203101 04/26/2006 Elect Director Lewis B. Campbell Mgmt Yes For For Elect Director Lawrence K. Fish Mgmt Yes For For Elect Director Joe T. Ford Mgmt Yes For For Ratify Auditors Mgmt Yes For For Report on Depleted Uranium Weapons Components ShrHoldr Yes Against For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against THE ALLSTATE ALL 20002101 05/16/2006 Elect Director F. Duane Ackerman Mgmt Yes For For CORP. Elect Director James G. Andress Mgmt Yes For For Elect Director W. James Farrell Mgmt Yes For For Elect Director Jack M. Greenberg Mgmt Yes For For Elect Director Ronald T. Lemay Mgmt Yes For For Elect Director Edward M. Liddy Mgmt Yes For For Elect Director J. Christopher Reyes Mgmt Yes For For Elect Director H. John Riley, Jr. Mgmt Yes For For Elect Director Joshua I. Smith Mgmt Yes For For Elect Director Judith A. Sprieser Mgmt Yes For For Elect Director Mary Alice Taylor Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Approve Non-Employee Director Omnibus Stock Plan Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Adopt Simple Majority Vote ShrHoldr Yes For Against THE GOLDMAN GS 38141G104 03/31/2006 Elect Director Lloyd C. Blankfein Mgmt Yes For For SACHS GROUP, INC. Elect Director Lord Browne Ofmadingley Mgmt Yes For For Elect Director John H. Bryan Mgmt Yes For For Elect Director Claes Dahlback Mgmt Yes For For Elect Director Stephen Friedman Mgmt Yes For For Elect Director William W. George Mgmt Yes For For Elect Director James A. Johnson Mgmt Yes For For Elect Director Lois D. Juliber Mgmt Yes For For Elect Director Edward M. Liddy Mgmt Yes For For Elect Director Henry M. Paulson, Jr. Mgmt Yes For For Elect Director Ruth J. Simmons Mgmt Yes For For Amend Restricted Partner Compensation Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For THE HARTFORD HIG 416515104 05/17/2006 Elect Director Ramani Ayer Mgmt Yes For For FINANCIAL SERVICES GROUP, INC. Elect Director Ramon de Oliveira Mgmt Yes For For Elect Director Edward J. Kelly, III Mgmt Yes For For Elect Director Paul G. Kirk, Jr Mgmt Yes For For Elect Director Thomas M. Marra Mgmt Yes For For Elect Director Gail J. McGovern Mgmt Yes For For Elect Director Michael G. Morris Mgmt Yes For For Elect Director Robert W. Selander Mgmt Yes For For Elect Director Charles B. Strauss Mgmt Yes For For Elect Director H. Patrick Swygert Mgmt Yes For For Elect Director David K. Zwiener Mgmt Yes For For Ratify Auditors Mgmt Yes For For TIME WARNER INC TWX 887317105 05/19/2006 Elect Director James L. Barksdale Mgmt Yes For For Elect Director Stephen F. Bollenbach Mgmt Yes For For Elect Director Frank J Caufield Mgmt Yes For For Elect Director Robert C. Clark Mgmt Yes For For Elect Director Jessica P. Einhorn Mgmt Yes For For Elect Director Reuben Mark Mgmt Yes For For Elect Director Michael A. Miles Mgmt Yes For For Elect Director Kenneth J. Novack Mgmt Yes For For Elect Director Richard D. Parsons Mgmt Yes For For Elect Director Francis T. Vincent, Jr Mgmt Yes For For Elect Director Deborah C. Wright Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Adopt Simple Majority Vote Requirement ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes Against For Develop a Code Vendor of Conduct ShrHoldr Yes For Against TRANSOCEAN INC. RIG G90078109 05/11/2006 Meeting for Holders of ADRs Elect Director Victor E. Grijalva Mgmt Yes For For Elect Director Arthur Lindenauer Mgmt Yes For For Elect Director Kristian Siem Mgmt Yes For For APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO Mgmt Yes For For SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. WELLPOINT INC WLP 94973V107 05/16/2006 Elect Director Lenox D. Baker, Jr., M.D. Mgmt Yes For For Elect Director Susan B. Bayh Mgmt Yes For For Elect Director Larry C. Glasscock Mgmt Yes For For Elect Director Julie A. Hill Mgmt Yes For For Elect Director Ramiro G. Peru Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For WELLS FARGO & WFC 949746101 04/25/2006 Elect Director Lloyd H. Dean Mgmt Yes For For COMPANY Elect Director Susan E. Engel Mgmt Yes For For Elect Director Enrique Hernandez, Jr. Mgmt Yes For For Elect Director Robert L. Joss Mgmt Yes For For Elect Director Richard M. Kovacevich Mgmt Yes For For Elect Director Richard D. McCormick Mgmt Yes For For Elect Director Cynthia H. Milligan Mgmt Yes Withhold Against Elect Director Nicholas G. Moore Mgmt Yes For For Elect Director Philip J. Quigley Mgmt Yes Withhold Against Elect Director Donald B. Rice Mgmt Yes Withhold Against Elect Director Judith M. Runstad Mgmt Yes For For Elect Director Stephen W. Sanger Mgmt Yes For For Elect Director Susan G. Swenson Mgmt Yes For For Elect Director Michael W. Wright Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of Directors ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Compensation- Director Compensation ShrHoldr Yes Against For Report on Discrimination in Lending ShrHoldr Yes Against For WM. WRIGLEY JR. WWY 982526105 04/04/2006 Elect Director John F. Bard Mgmt Yes For For CO. Elect Director Howard B. Bernick Mgmt Yes For For Elect Director Melinda R. Rich Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes Against Against Authorize a New Class of Common Stock Mgmt Yes Against Against Company Specific/Increase the Class B Common Stock Mgmt Yes Against Against Automatic Conversion Company Specific/Automatic Conversion of Class B Mgmt Yes Against Against Common Stock Ratify Auditors Mgmt Yes For For XM SATELLITE XMSR 983759101 05/26/2006 Elect Director Gary M. Parsons Mgmt Yes For For RADIO HOLDINGS INC. Elect Director Hugh Panero Mgmt Yes For For Elect Director Nathaniel A. Davis Mgmt Yes For For Elect Director Thomas J. Donohue Mgmt Yes For For Elect Director Eddy W. Hartenstein Mgmt Yes For For Elect Director George W. Haywood Mgmt Yes For For Elect Director Chester A. Huber, Jr. Mgmt Yes For For Elect Director John Mendel Mgmt Yes Withhold Against Elect Director Jarl Mohn Mgmt Yes For For Elect Director Jack Shaw Mgmt Yes For For Elect Director Jeffrey D. Zients Mgmt Yes For For Ratify Auditors Mgmt Yes For For ZIONS ZION 989701107 05/01/2006 Elect Director R.D. Cash Mgmt Yes For For BANCORPORATION Elect Director Patricia Frobes Mgmt Yes For For Elect Director J. David Heaney Mgmt Yes For For Elect Director Harris H. Simmons Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Other Business Mgmt Yes Against Against WESMARK SMALL COMPANY GROWTH FUND FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006 COMPANY TICKER CUSIP MEETING AGENDA ITEM PROPONENT VOTE CAST FUND VOTE FOR OR DATE AGAINST MGMT ABX AIR, INC. ABXA 00080S101 05/09/2006 Elect Director Joseph C. Hete Mgmt Yes For For Elect Director Jeffrey J. Vorholt Mgmt Yes For For Approve Increase in Size of Board Mgmt Yes For For Ratify Auditors Mgmt Yes For For ADE CORP. ADEX 00089C107 09/21/2005 Fix Number of Directors Mgmt Yes For For Elect Director Harris Clay Mgmt Yes For For Elect Director Landon T. Clay Mgmt Yes For For Elect Director H. Kimball Faulkner Mgmt Yes For For Elect Director Chris L. Koliopoulos Mgmt Yes Withhold Against Elect Director Kendall Wright Mgmt Yes For For Ratify Auditors Mgmt Yes For For ALASKA AIR GROUP, ALK 11659109 05/16/2006 Elect Director Patricia M. Bedient Mgmt Yes For For INC. Elect Director Bruce R. Kennedy Mgmt Yes For For Elect Director Jessie J. Knight, Jr. Mgmt Yes For For Elect Director J. Kenneth Thompson Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Adopt Simple Majority Vote ShrHoldr Yes Against For Amend Vote Requirements to Amend ShrHoldr Yes Against For Articles/Bylaws/Charter Require a Majority Vote for the Election of ShrHoldr Yes Against For Directors Company-Specific-Enforce Sharholder Vote ShrHoldr Yes Against For Company-Specific-Equal Ownership Rights for ShrHoldr Yes Against For Shareholders Declassify the Board of Directors ShrHoldr Yes Against For ALEXANDER & ALEX 14482103 04/27/2006 Elect Director M.J. Chun Mgmt Yes For For BALDWIN, INC. Elect Director W.A. Doane Mgmt Yes For For Elect Director W.A. Dods, Jr. Mgmt Yes For For Elect Director C.G. King Mgmt Yes For For Elect Director C.H. Lau Mgmt Yes For For Elect Director D.M. Pasquale Mgmt Yes For For Elect Director M.G. Shaw Mgmt Yes For For Elect Director J.N. Watanabe Mgmt Yes For For Ratify Auditors Mgmt Yes For For AMERICAN HWAY 02649V104 01/19/2006 Elect Director Jay Cris Bisgard, M.D. Mgmt Yes For For HEALTHWAYS, INC. Elect Director Mary Jane England, M.D. Mgmt Yes For For Elect Director Henry D. Herr Mgmt Yes For For Change Company Name Mgmt Yes For For Ratify Auditors Mgmt Yes For For AMERICAN TOWER AMT 29912201 08/03/2005 Issue Shares in Connection with an Acquisition Mgmt Yes For For CORP. Authorize Share Increase Mgmt Yes For For Adjourn Meeting Mgmt Yes For For AMYLIN AMLN 32346108 05/17/2006 Elect Director Steven R. Altman Mgmt Yes For For PHARMACEUTICALS, INC. Elect Director Vaughn D. Bryson Mgmt Yes For For Elect Director Joseph C. Cook, Jr. Mgmt Yes For For Elect Director Karin Eastham Mgmt Yes For For Elect Director James R. Gavin III Mgmt Yes For For Elect Director Ginger L. Graham Mgmt Yes For For Elect Director Howard E. Greene, Jr. Mgmt Yes For For Elect Director Jay S. Skyler Mgmt Yes For For Elect Director Joseph P. Sullivan Mgmt Yes For For Elect Director Thomas R. Testman Mgmt Yes For For Elect Director James N. Wilson Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ANNTAYLOR STORES ANN 36115103 04/27/2006 Elect Director Wesley E. Cantrell Mgmt Yes For For CORP. Elect Director Kay Krill Mgmt Yes For For Elect Director Barbara A. Turf Mgmt Yes Withhold Against Increase Authorized Common Stock Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ARRIS GROUP INC ARRS 04269Q100 05/24/2006 Elect Director Alex B. Best Mgmt Yes For For Elect Director Harry L. Bosco Mgmt Yes For For Elect Director John Anderson Craig Mgmt Yes For For Elect Director Matthew B. Kearney Mgmt Yes For For Elect Director William H. Lambert Mgmt Yes For For Elect Director John R. Petty Mgmt Yes For For Elect Director Robert J. Stanzione Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ARTHROCARE CORP. ARTC 43136100 07/21/2005 Elect Director Michael A. Baker Mgmt Yes For For Elect Director Barbara D. Boyan, Phd Mgmt Yes For For Elect Director David F. Fitzgerald Mgmt Yes For For Elect Director James G. Foster Mgmt Yes For For Elect Director Tord B. Lendau Mgmt Yes For For Elect Director Jerry P. Widman Mgmt Yes For For Elect Director Peter L. Wilson Mgmt Yes For For Approve Issuance of Shares To Satisfy Nasdaq's Mgmt Yes For For 20% Rule Ratify Auditors Mgmt Yes For For Elect Director Michael A. Baker Mgmt Yes For For Elect Director Barbara D. Boyan, Ph.D. Mgmt Yes For For Elect Director David F. Fitzgerald Mgmt Yes For For Elect Director James G. Foster Mgmt Yes For For Elect Director Tord B. Lendau Mgmt Yes For For Elect Director Jerry P. Widman Mgmt Yes For For Elect Director Peter L. Wilson Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes Against Against Ratify Auditors Mgmt Yes For For ATHEROGENICS INC AGIX 47439104 04/26/2006 Elect Director Michael A. Henos Mgmt Yes For For Elect Director Russell M. Medford Mgmt Yes For For Elect Director Arthur M. Pappas Mgmt Yes For For Ratify Auditors Mgmt Yes For For AVAYA INC AV 53499109 02/10/2006 Elect Director Bruce R. Bond Mgmt Yes For For Elect Director Ronald L. Zarrella Mgmt Yes For For Ratify Auditors Mgmt Yes For For BANK OF HAWAII BOH 62540109 04/28/2006 Elect Director S. Haunani Apoliona Mgmt Yes For For CORP. Elect Director Clinton R. Churchill Mgmt Yes For For Elect Director David A. Heenan Mgmt Yes For For Elect Director Allan R. Landon Mgmt Yes For For Elect Director Kent T. Lucien Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For BE AEROSPACE, BEAV 73302101 06/28/2006 Elect Director Richard G. Hamermesh Mgmt Yes For For INC. Elect Director Amin J. Khoury Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Implement MacBride Principles ShrHoldr Yes Against For BLACKBAUD INC BLKB 09227Q100 06/14/2006 Elect Director George H. Ellis Mgmt Yes For For Elect Director Andrew M. Leitch Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For BOWATER INC. BOW 102183100 05/10/2006 Elect Director Togo D. West, Jr. Mgmt Yes For For Elect Director Richard B. Evans Mgmt Yes For For Elect Director Bruce W. Van Saun Mgmt Yes For For Elect Director David J. Paterson Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For BRUNSWICK CORP. BC 117043109 05/03/2006 Elect Director Michael J. Callahan Mgmt Yes For For Elect Director Manuel A. Fernandez Mgmt Yes For For Elect Director Peter B. Hamilton Mgmt Yes For For Elect Director Roger W. Schipke Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For CEPHALON, INC. CEPH 156708109 05/17/2006 Elect Director Frank Baldino, Jr., Phd Mgmt Yes For For Elect Director William P. Egan Mgmt Yes For For Elect Director Martyn D. Greenacre Mgmt Yes For For Elect Director Vaughn M. Kailian Mgmt Yes For For Elect Director Charles A. Sanders, M.D Mgmt Yes For For Elect Director Gail R. Wilensky, Ph.D. Mgmt Yes For For Elect Director Dennis L. Winger Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes Against Against Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For CHATTEM, INC. CHTT 162456107 04/12/2006 Elect Director Robert E. Bosworth Mgmt Yes Withhold Against Elect Director Gary D. Chazen Mgmt Yes For For Ratify Auditors Mgmt Yes For For CHILDREN'S PLACE PLCE 168905107 06/22/2006 Elect Director Malcolm Elvey Mgmt Yes For For RETAIL STORES, INC. (THE) Elect Director Sally Frame Kasaks Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For CULLEN/FROST CFR 229899109 04/27/2006 Elect Director Crawford H. Edwards Mgmt Yes For For BANKERS, INC. Elect Director Ruben M. Escobedo Mgmt Yes For For Elect Director Patrick B. Frost Mgmt Yes For For Elect Director Robert S. McClane Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Ratify Auditors Mgmt Yes For For CURTISS-WRIGHT CW 231561101 05/05/2006 Elect Director Martin R. Benante Mgmt Yes For For CORP. Elect Director James B. Busey, IV Mgmt Yes For For Elect Director S. Marce Fuller Mgmt Yes For For Elect Director Carl G. Miller Mgmt Yes For For Elect Director William B. Mitchell Mgmt Yes For For Elect Director John R. Myers Mgmt Yes For For Elect Director William W. Sihler Mgmt Yes For For Elect Director Albert E. Smith Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For CYPRESS CY 232806109 05/01/2006 Elect Director T.J. Rodgers Mgmt Yes For For SEMICONDUCTOR CORP. Elect Director W. Steve Albrecht Mgmt Yes For For Elect Director Eric A. Benhamou Mgmt Yes For For Elect Director Lloyd Carney Mgmt Yes For For Elect Director J. Daniel Mccranie Mgmt Yes For For Elect Director James R. Long Mgmt Yes For For Elect Director Evert Van De Ven Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For DRS TECHNOLOGIES, DRS 23330X100 08/04/2005 Elect Director Mark S. Newman Mgmt Yes For For INC. Elect Director Donald C. Fraser Mgmt Yes For For Elect Director Steven S. Honigman Mgmt Yes For For Ratify Auditors Mgmt Yes For For DRS TECHNOLOGIES, DRS 23330X100 01/30/2006 Issue Shares in Connection with an Acquisition Mgmt Yes For For INC. Increase Authorized Common Stock Mgmt Yes For For DSP GROUP, INC. DSPG 23332B106 07/20/2005 Elect Director Yair Seroussi Mgmt Yes For For Elect Director Yair Shamir Mgmt Yes For For Ratify Auditors Mgmt Yes For For DSP GROUP, INC. DSPG 23332B106 05/24/2006 Elect Director Patrick Tanguy Mgmt Yes For For Amend Non-Employee Director Stock Option Plan Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ENERGY CONVERSION ENER 292659109 11/15/2005 Elect Director Robert I. Frey Mgmt Yes For For DEVICES, INC. Elect Director William J. Ketelhut Mgmt Yes For For Elect Director Florence I. Metz Mgmt Yes For For Elect Director Iris M. Ovshinsky Mgmt Yes For For Elect Director Stanford R. Ovshinsky Mgmt Yes For For Elect Director Stephen Rabinowitz Mgmt Yes For For Elect Director Robert C. Stempel Mgmt Yes For For Ratify Auditors Mgmt Yes For For ENSCO ESV 26874Q100 05/09/2006 Elect Director Gerald W. Haddock Mgmt Yes For For INTERNATIONAL, INC. Elect Director Paul E. Rowsey, III Mgmt Yes For For Elect Director Carl F. Thorne Mgmt Yes For For Elect Director Daniel W. Rabun Mgmt Yes For For Ratify Auditors Mgmt Yes For For FAIRCHILD FCS 303726103 05/03/2006 Elect Director Richard A. Aurelio Mgmt Yes For For SEMICONDUCTOR INTERNATIONAL, INC. Elect Director Charles P. Carinalli Mgmt Yes For For Elect Director Charles M. Clough Mgmt Yes For For Elect Director Robert F. Friel Mgmt Yes For For Elect Director Thomas L. Magnanti Mgmt Yes For For Elect Director Kevin J. McGarity Mgmt Yes For For Elect Director Kirk P. Pond Mgmt Yes For For Elect Director Bryan R. Roub Mgmt Yes For For Elect Director Ronald W. Shelly Mgmt Yes For For Elect Director William N. Stout Mgmt Yes For For Elect Director Mark S. Thompson Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For FEI COMPANY FEIC 30241L109 05/11/2006 Elect Director Michael J. Attardo Mgmt Yes For For Elect Director Thomas F. Kelly Mgmt Yes For For Elect Director Gerhard Parker Mgmt Yes For For Elect Director Lawrence A. Bock Mgmt Yes For For Elect Director William W. Lattin Mgmt Yes For For Elect Director James T. Richardson Mgmt Yes For For Elect Director Wilfred J. Corrigan Mgmt Yes Withhold Against Elect Director Jan C. Lobbezoo Mgmt Yes For For Elect Director Donald R. Vanluvanee Mgmt Yes Withhold Against Amend Omnibus Stock Plan Mgmt Yes For For FLIR SYSTEMS, FLIR 302445101 04/26/2006 Elect Director William W. Crouch Mgmt Yes For For INC. Elect Director Earl R. Lewis Mgmt Yes For For Elect Director Steven E. Wynne Mgmt Yes For For Ratify Auditors Mgmt Yes For For FLORIDA ROCK FRK 341140101 02/01/2006 Elect Director John A. Delaney Mgmt Yes For For INDUSTRIES, INC. Elect Director William P. Foley, II Mgmt Yes For For Elect Director Robert P. Crozer Mgmt Yes For For Elect Director Edward L. Baker Mgmt Yes For For Elect Director J. Dix Druce, Jr. Mgmt Yes For For Elect Director John D. Milton, Jr. Mgmt Yes For For Elect Director William H. Walton, III Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For FMC TECHNOLOGIES, FTI 30249U101 05/03/2006 Elect Director Mike R. Bowlin Mgmt Yes For For INC. Elect Director Edward J. Mooney Mgmt Yes For For Elect Director James M. Ringler Mgmt Yes For For GOODRICH GR 382388106 04/25/2006 Elect Director Diane C. Creel Mgmt Yes Withhold Against CORPORATION Elect Director George A. Davidson, Jr. Mgmt Yes For For Elect Director Harris E. DeLoach, Jr. Mgmt Yes For For Elect Director James W. Griffith Mgmt Yes For For Elect Director William R. Holland Mgmt Yes For For Elect Director John P. Jumper Mgmt Yes For For Elect Director Marshall O. Larsen Mgmt Yes For For Elect Director Douglas E. Olesen Mgmt Yes For For Elect Director Alfred M. Rankin, Jr. Mgmt Yes For For Elect Director James R. Wilson Mgmt Yes For For Elect Director A. Thomas Young Mgmt Yes For For Ratify Auditors Mgmt Yes For For IDEX CORP. IEX 45167R104 04/04/2006 Elect Director Michael T. Tokarz Mgmt Yes For For Elect Director Frank S. Hermance Mgmt Yes For For Ratify Auditors Mgmt Yes For For INNOVATIVE ISSC 45769N105 03/08/2006 Elect Director Geoffrey S.M. Hedrick Mgmt Yes For For SOLUTIONS & SUPPORT, INC. Elect Director Winston J. Churchill Mgmt Yes For For Elect Director Benjamin A. Cosgrove Mgmt Yes For For ISHARES TRUST 464287648 08/11/2005 Elect Director Lee T. Kranefuss Mgmt Yes For For Elect Director John E. Martinez Mgmt Yes For For Elect Director Richard K. Lyons Mgmt Yes For For Elect Director George G.C. Parker Mgmt Yes For For Elect Director W. Allen Reed Mgmt Yes For For Elect Director Cecilia H. Herbert Mgmt Yes For For Elect Director Charles A. Hurty Mgmt Yes For For Elect Director John E. Kerrigan Mgmt Yes For For Approve Change of Fundamental Investment Mgmt Yes For For Policy - Senior Securities Approve Change of Fundamental Investment Mgmt Yes For For Policy - Lending Approve Change of Fundamental Investment Mgmt Yes For For Objective to Non-fundamental Other Business Mgmt Yes Against Against JACOBS JEC 469814107 01/26/2006 Elect Director Joseph R. Bronson Mgmt Yes For For ENGINEERING GROUP INC. Elect Director Thomas M.T. Niles Mgmt Yes For For Elect Director David M. Petrone Mgmt Yes For For Elect Director Noel G. Watson Mgmt Yes For For Ratify Auditors Mgmt Yes For For LECROY CORP. LCRY 52324W109 10/26/2005 Elect Director Charles A. Dickinson Mgmt Yes For For Elect Director Norman R. Robertson Mgmt Yes For For Amend Non-Employee Director Omnibus Stock Plan Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For MANOR CARE, INC. HCR 564055101 05/09/2006 Elect Director Mary Taylor Behrens Mgmt Yes For For Elect Director Joseph F. Damico Mgmt Yes For For Elect Director John T. Schwieters Mgmt Yes For For Elect Director Richard C. Tuttle Mgmt Yes For For Elect Director M. Keith Weikel Mgmt Yes For For Elect Director Gail R. Wilensky Mgmt Yes For For Elect Director Thomas L. Young Mgmt Yes For For MARTEK MATK 572901106 03/16/2006 Elect Director James R. Beery Mgmt Yes For For BIOSCIENCES CORP. Elect Director Robert J. Flanagan Mgmt Yes Withhold Against Amend Omnibus Stock Plan Mgmt Yes For For MINE SAFETY MSA 602720104 05/11/2006 Elect Director Thomas B. Hotopp Mgmt Yes Withhold Against APPLIANCES CO. Elect Director John T. Ryan, III Mgmt Yes Withhold Against Elect Director Calvin A. Campbell, Jr. Mgmt Yes For For Ratify Auditors Mgmt Yes For For MOOG INC. MOG.A 615394202 01/11/2006 Elect Director James L. Gray Mgmt Yes For For Ratify Auditors Mgmt Yes For For NOVA CHEMICALS NCX. 66977W109 04/05/2006 Elect J.A. Blumberg as Director Mgmt Yes For For CORP. Elect F.P. Boer as Director Mgmt Yes For For Elect J. Bougie as Director Mgmt Yes For For Elect J.V. Creighton as Director Mgmt Yes For For Elect R.E. Dineen, Jr. as Director Mgmt Yes For For Elect L.Y. Fortier as Director Mgmt Yes For For Elect K.L. Hawkins as Director Mgmt Yes For For Elect J.M Lipton as Director Mgmt Yes For For Elect A.M. Ludwick as Director Mgmt Yes For For Elect J.E. Newall as Director Mgmt Yes For For Elect J.G. Rennie as Director Mgmt Yes For For Elect J.M Standford as Director Mgmt Yes For For Ratify Ernst & Young LLP as Auditors Mgmt Yes For For NVIDIA NVDA 67066G104 06/22/2006 Elect Director Tench Coxe Mgmt Yes For For CORPORATION Elect Director Mark L. Perry Mgmt Yes For For Ratify Auditors Mgmt Yes For For OLIN CORP. OLN 680665205 04/27/2006 Elect Director Donald W. Bogus Mgmt Yes For For Elect Director C. Robert Bunch Mgmt Yes For For Elect Director John M.B. O'Connor Mgmt Yes For For Elect Director Philip J. Schulz Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For OSHKOSH TRUCK OSK 688239201 02/07/2006 Elect Director J. William Andersen Mgmt Yes For For CORP. Elect Director Robert G. Bohn Mgmt Yes For For Elect Director Robert A. Cornog Mgmt Yes For For Elect Director Richard M. Donnelly Mgmt Yes For For Elect Director Donald V. Fites Mgmt Yes For For Elect Director Frederick M. Franks, Jr Mgmt Yes For For Elect Director Michael W. Grebe Mgmt Yes For For Elect Director Kathleen J. Hempel Mgmt Yes For For Elect Director Harvey N. Medvin Mgmt Yes For For Elect Director J. Peter Mosling, Jr. Mgmt Yes For For Elect Director Richard G. Sim Mgmt Yes For For Ratify Auditors Mgmt Yes For For PARKER DRILLING PKD 701081101 04/28/2006 Elect Director R. Rudolph Reinfrank Mgmt Yes For For CO. Elect Director John W. Gibson, Jr. Mgmt Yes For For Elect Director James W. Whalen Mgmt Yes For For Elect Director Robert W. Goldman Mgmt Yes For For Ratify Auditors Mgmt Yes For For PDL BIOPHARMA INC PDLI 69329Y104 06/14/2006 Elect Director Karen A. Dawes Mgmt Yes For For Elect Director Bradford S. Goodwin Mgmt Yes For For Elect Director Mark Mcdade Mgmt Yes For For Ratify Auditors Mgmt Yes For For Adjourn Meeting Mgmt Yes Against Against PLUG POWER, INC. PLUG 72919P103 06/28/2006 Elect Director Roger B. Saillant Mgmt Yes For For Elect Director Gary K. Willis Mgmt Yes For For Elect Director Maureen O. Helmer Mgmt Yes For For Company Specific --Approval of Issuance of Mgmt Yes Against Against Shares to Smart Hydrogen Inc. RF MICRO DEVICES, RFMD 749941100 08/02/2005 Elect Director Robert A. Bruggeworth Mgmt Yes For For INC. Elect Director Daniel A. Dileo Mgmt Yes For For Elect Director Dr. Frederick J. Leonberger Mgmt Yes For For Elect Director Jeffery R. Gardner Mgmt Yes For For Elect Director David A. Norbury Mgmt Yes For For Elect Director Dr. Albert E. Paladino Mgmt Yes For For Elect Director William J. Pratt Mgmt Yes For For Elect Director Erik H. Van Der Kaay Mgmt Yes For For Elect Director Walter H. Wilkinson Jr. Mgmt Yes For For Approve Option Exchange Program Mgmt Yes For For Ratify Auditors Mgmt Yes For For ROSS STORES, INC. ROST 778296103 05/18/2006 Elect Director Michael Balmuth Mgmt Yes For For Elect Director K. Gunnar Bjorklund Mgmt Yes For For Elect Director Sharon D. Garrett Mgmt Yes For For Amend Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ROWAN COMPANIES, RDC 779382100 04/28/2006 Elect Director John R. Huff Mgmt Yes For For INC. Elect Director Federick R. Lausen Mgmt Yes For For Ratify Auditors Mgmt Yes For For SANMINA-SCI CORP. SANM 800907107 02/27/2006 Elect Director Neil R. Bonke Mgmt Yes For For Elect Director Alain Couder Mgmt Yes For For Elect Director Mario M. Rosati Mgmt Yes For For Elect Director A. Eugene Sapp, Jr. Mgmt Yes For For Elect Director Wayne Shortridge Mgmt Yes For For Elect Director Peter J. Simone Mgmt Yes For For Elect Director Jure Sola Mgmt Yes For For Elect Director Jacquelyn M. Ward Mgmt Yes For For Amend Qualified Employee Stock Purchase Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For SKYWEST, INC. SKYW 830879102 05/02/2006 Elect Director Jerry C. Atkin Mgmt Yes For For Elect Director J. Ralph Atkin Mgmt Yes Withhold Against Elect Director Ian M. Cumming Mgmt Yes Withhold Against Elect Director Robert G. Sarver Mgmt Yes For For Elect Director W. Steve Albrecht Mgmt Yes For For Elect Director Mervyn K. Cox Mgmt Yes For For Elect Director Henry J. Eyring Mgmt Yes For For Elect Director Steven F. Udvar-Hazy Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Approve Qualified Employee Stock Purchase Plan Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For SVB FINANCIAL SIVB 78486Q101 05/11/2006 Elect Director Eric A. Benhamou Mgmt Yes For For GROUP Elect Director David M. Clapper Mgmt Yes For For Elect Director Roger F. Dunbar Mgmt Yes For For Elect Director Joel P. Friedman Mgmt Yes For For Elect Director G. Felda Hardymon Mgmt Yes Withhold Against Elect Director Alex W. pete Hart Mgmt Yes For For Elect Director C. Richard Kramlich Mgmt Yes Withhold Against Elect Director James R. Porter Mgmt Yes For For Elect Director Michaela K. Rodeno Mgmt Yes For For Elect Director Kenneth P. Wilcox Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes Against Against Ratify Auditors Mgmt Yes For For SYMYX SMMX 87155S108 05/25/2006 Elect Director Thomas R. Baruch Mgmt Yes For For TECHNOLOGIES, INC. Elect Director Samuel D. Colella Mgmt Yes For For Elect Director Martin S. Gerstel Mgmt Yes For For Ratify Auditors Mgmt Yes For For THE CHEESECAKE CAKE 163072101 05/31/2006 Elect Director Jerome I. Kransdorf Mgmt Yes For For FACTORY, INC. Elect Director Wayne H. White Mgmt Yes For For Ratify Auditors Mgmt Yes For For THE GORMAN-RUPP GRC 383082104 04/27/2006 Fix Number of and Elect Director James C. Mgmt Yes For For CO. Gorman Elect Director Jeffrey S. Gorman Mgmt Yes For For Elect Director Thomas E. Hoaglin Mgmt Yes For For Elect Director Christopher H. Lake Mgmt Yes For For Elect Director Dr. Peter B. Lake Mgmt Yes For For Elect Director Rick R. Taylor Mgmt Yes For For Elect Director W. Wayne Walston Mgmt Yes For For Elect Director John A. Walter Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For THE GREENBRIER GBX 393657101 01/10/2006 Elect Director William A. Furman Mgmt Yes For For COMPANIES, INC. Elect Director C. Bruce Ward Mgmt Yes For For Elect Director Charles J. Swindells Mgmt Yes For For Change State of Incorporation [From Delaware Mgmt Yes For For to Oregon] Ratify Auditors Mgmt Yes For For Other Business Mgmt Yes Against Against THE MANITOWOC MTW 563571108 05/02/2006 Elect Director Daniel W. Duval Mgmt Yes For For COMPANY, INC. Elect Director James L. Packard Mgmt Yes For For Elect Director Terry D. Growcock Mgmt Yes For For Ratify Auditors Mgmt Yes For For THE STANLEY WORKS SWK 854616109 04/26/2006 Elect Director Eileen S. Kraus Mgmt Yes Withhold Against Elect Director Lawrence A. Zimmerman Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Declassify the Board of Directors ShrHoldr Yes For Against ULTRATECH INC. UTEK 904034105 07/19/2005 Elect Director Thomas D. George Mgmt Yes For For Elect Director Dennis R. Raney Mgmt Yes For For Elect Director Vincent F. Sollitto, Jr Mgmt Yes For For Ratify Auditors Mgmt Yes For For URBAN OUTFITTERS, URBN 917047102 05/23/2006 Elect Director Richard A. Hayne Mgmt Yes Withhold Against INC. Elect Director Scott A. Belair Mgmt Yes For For Elect Director Harry S. Cherken, Jr. Mgmt Yes Withhold Against Elect Director Joel S. Lawson, III Mgmt Yes For For Elect Director Glen T. Senk Mgmt Yes Withhold Against Elect Director Robert H. Strouse Mgmt Yes For For WASTE WCN 941053100 05/25/2006 Elect Director Michael W. Harlan Mgmt Yes For For CONNECTIONS, INC. Elect Director William J. Razzouk Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For WESMARK BALANCED FUND FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006 COMPANY TICKER CUSIP MEETING AGENDA ITEM PROPONENT VOTE CAST FUND VOTE FOR OR DATE AGAINST MGMT AMB PROPERTY AMB 00163T109 05/11/2006 Elect Director Hamid R. Moghadam Mgmt Yes For For CORP. Elect Director W. Blake Baird Mgmt Yes For For Elect Director Afsaneh M. Beschloss Mgmt Yes For For Elect Director T. Robert Burke Mgmt Yes For For Elect Director David A. Cole Mgmt Yes For For Elect Director Lydia H. Kennard Mgmt Yes For For Elect Director J. Michael Losh Mgmt Yes For For Elect Director Frederick W. Reid Mgmt Yes For For Elect Director Jeffrey L. Skelton Mgmt Yes For For Elect Director Thomas W. Tusher Mgmt Yes For For Ratify Auditors Mgmt Yes For For AMGEN, INC. AMGN 31162100 05/10/2006 Elect Director Frederick W. Gluck Mgmt Yes For For Elect Director J. Paul Reason Mgmt Yes For For Elect Director Donald B. Rice Mgmt Yes For For Elect Director Leonard D. Schaeffer Mgmt Yes For For Ratify Auditors Mgmt Yes For For Stock Retention ShrHoldr Yes For Against Link Executive Compensation to Social Issues ShrHoldr Yes Against For Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Yes For Against Shareholder Vote Develop an Animal Welfare Policy ShrHoldr Yes Against For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Report on Political Contributions ShrHoldr Yes For For ANHEUSER-BUSCH BUD 35229103 04/26/2006 Elect Director James J. Forese Mgmt Yes For For COMPANIES, INC. Elect Director Vernon R. Loucks, Jr. Mgmt Yes For For Elect Director Vilma S. Martinez Mgmt Yes For For Elect Director William Porter Payne Mgmt Yes For For Elect Director Edward E. Whitacre, Jr. Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Approve Non-Employee Director Restricted Stock Mgmt Yes For For Plan Ratify Auditors Mgmt Yes For For ARCH COAL, INC. ACI 39380100 04/27/2006 Elect Director Frank M. Burke Mgmt Yes For For Elect Director John W. Eaves Mgmt Yes For For Elect Director Patricia F. Godley Mgmt Yes For For Elect Director Thomas A. Lockhart Mgmt Yes For For Elect Director Wesley M. Taylor Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For BANK OF AMERICA BAC 60505104 04/26/2006 Elect Director William Barnet, III Mgmt Yes For For CORP. Elect Director Frank P. Bramble, Sr. Mgmt Yes For For Elect Director John T. Collins Mgmt Yes For For Elect Director Gary L. Countryman Mgmt Yes For For Elect Director Tommy R. Franks Mgmt Yes For For Elect Director Paul Fulton Mgmt Yes For For Elect Director Charles K. Gifford Mgmt Yes For For Elect Director W. Steven Jones Mgmt Yes For For Elect Director Kenneth D. Lewis Mgmt Yes For For Elect Director Monica C. Lozano Mgmt Yes For For Elect Director Walter E. Massey Mgmt Yes For For Elect Director Thomas J. May Mgmt Yes For For Elect Director Patricia E. Mitchell Mgmt Yes For For Elect Director Thomas M. Ryan Mgmt Yes For For Elect Director O. Temple Sloan, Jr. Mgmt Yes For For Elect Director Meredith R. Spangler Mgmt Yes For For Elect Director Robert L. Tillman Mgmt Yes For For Elect Director Jackie M. Ward Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Publish Political Contributions ShrHoldr Yes Against For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Provide for an Independent Chairman ShrHoldr Yes For Against Exclude Reference to Sexual Orientation from the ShrHoldr Yes Against For Company's EEO Statement BP PLC (FORM. 55622104 04/20/2006 Meeting for Holders of ADRs BP AMOCO PLC ) TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE Mgmt Yes For For ACCOUNTS TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt Yes For For Elect Director Dr D C Allen Mgmt Yes For For Elect Director Lord Browne Mgmt Yes For For Elect Director Mr J H Bryan Mgmt Yes For For Elect Director Mr A Burgmans Mgmt Yes For For Elect Director Mr I C Conn Mgmt Yes For For Elect Director Mr E B Davis, Jr Mgmt Yes For For Elect Director Mr D J Flint Mgmt Yes For For Elect Director Dr B E Grote Mgmt Yes For For Elect Director Dr A B Hayward Mgmt Yes For For Elect Director Dr D S Julius Mgmt Yes For For Elect Director Sir Tom Mckillop Mgmt Yes For For Elect Director Mr J A Manzoni Mgmt Yes For For Elect Director Dr W E Massey Mgmt Yes For For Elect Director Sir Ian Prosser Mgmt Yes For For Elect Director Mr M H Wilson Mgmt Yes For For Elect Director Mr P D Sutherland Mgmt Yes For For Ratify Auditors Mgmt Yes For For SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR Mgmt Yes For For THE PURCHASE OF ITS OWN SHARES BY THE COMPANY TO GIVE AUTHORITY TO ALLOT SHARES UP TO A Mgmt Yes For For SPECIFIED AMOUNT SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A Mgmt Yes For For LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS BRUNSWICK CORP. BC 117043109 05/03/2006 Elect Director Michael J. Callahan Mgmt Yes For For Elect Director Manuel A. Fernandez Mgmt Yes For For Elect Director Peter B. Hamilton Mgmt Yes For For Elect Director Roger W. Schipke Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For BURLINGTON BNI 12189T104 04/19/2006 Elect Director A.L. Boeckmann Mgmt Yes For For NORTHERN SANTA FE CORP. Elect Director D.G. Cook Mgmt Yes For For Elect Director V.S. Martinez Mgmt Yes For For Elect Director M.F. Racicot Mgmt Yes For For Elect Director R.S. Roberts Mgmt Yes For For Elect Director M.K. Rose Mgmt Yes For For Elect Director M.J. Shapiro Mgmt Yes For For Elect Director J.C. Watts, Jr Mgmt Yes For For Elect Director R.H. West Mgmt Yes For For Elect Director J.S. Whisler Mgmt Yes For For Elect Director E.E. Whitacre, Jr. Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Amend Executive Incentive Bonus Plan Mgmt Yes For For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Separate Chairman and CEO Positions ShrHoldr Yes For Against CARNIVAL CORP. CCL 143658300 04/20/2006 Meeting for Holders of ADRs Elect Director Micky Arison Mgmt Yes For For Elect Director Amb Richard G. Capen Jr Mgmt Yes For For Elect Director Robert H. Dickinson Mgmt Yes For For Elect Director Arnold W. Donald Mgmt Yes For For Elect Director Pier Luigi Foschi Mgmt Yes For For Elect Director Howard S. Frank Mgmt Yes For For Elect Director Richard J. Glasier Mgmt Yes For For Elect Director Baroness Hogg Mgmt Yes For For Elect Director A. Kirk Lanterman Mgmt Yes For For Elect Director Modesto A. Maidique Mgmt Yes For For Elect Director Sir John Parker Mgmt Yes For For Elect Director Peter G. Ratcliffe Mgmt Yes For For Elect Director Stuart Subotnick Mgmt Yes For For Elect Director Uzi Zucker Mgmt Yes For For Ratify Auditors Mgmt Yes For For TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC Mgmt Yes For For TO AGREE TO THE REMUNERATION OF THE INDEPENDENT AUDITORS. TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Mgmt Yes For For PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2005. TO APPROVE THE DIRECTORS REMUNERATION REPORT OF Mgmt Yes For For CARNIVAL PLC. TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT Mgmt Yes For For SHARES BY CARNIVAL PLC. TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Mgmt Yes For For RIGHTS FOR CARNIVAL PLC. TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Mgmt Yes For For TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. CATERPILLAR CAT 149123101 06/14/2006 Elect Director David R. Goode Mgmt Yes For For INC. Elect Director James W. Owens Mgmt Yes For For Elect Director Charles D. Powell Mgmt Yes For For Elect Director Joshua I. Smith Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes Against Against Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors CISCO SYSTEMS, CSCO 17275R102 11/15/2005 Elect Director Carol A. Bartz Mgmt Yes For For INC. Elect Director M. Michele Burns Mgmt Yes For For Elect Director Larry R. Carter Mgmt Yes For For Elect Director John T. Chambers Mgmt Yes For For Elect Director Dr. John L. Hennessy Mgmt Yes For For Elect Director Richard M. Kovacevich Mgmt Yes For For Elect Director Roderick C. McGeary Mgmt Yes For For Elect Director James C. Morgan Mgmt Yes For For Elect Director John P. Morgridge Mgmt Yes For For Elect Director Steven M. West Mgmt Yes For For Elect Director Jerry Yang Mgmt Yes For For Approve Stock Option Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Review/Limit Executive Compensation ShrHoldr Yes For Against Report on Pay Disparity ShrHoldr Yes Against For Report on Human Rights Policy ShrHoldr Yes Against For CITIGROUP INC. C 172967101 04/18/2006 Elect Director C. Michael Armstrong Mgmt Yes For For Elect Director Alain J.P. Belda Mgmt Yes For For Elect Director George David Mgmt Yes For For Elect Director Kenneth T. Derr Mgmt Yes For For Elect Director John M. Deutch Mgmt Yes For For Elect Director Roberto Hernandez Ramirez Mgmt Yes For For Elect Director Ann Dibble Jordan Mgmt Yes For For Elect Director Klaus Kleinfeld Mgmt Yes For For Elect Director Andrew N. Liveris Mgmt Yes For For Elect Director Dudley C. Mecum Mgmt Yes For For Elect Director Anne M. Mulcahy Mgmt Yes For For Elect Director Richard D. Parsons Mgmt Yes For For Elect Director Charles Prince Mgmt Yes For For Elect Director Dr. Judith Rodin Mgmt Yes For For Elect Director Robert E. Rubin Mgmt Yes For For Elect Director Franklin A. Thomas Mgmt Yes For For Ratify Auditors Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For End Issuance of Options and Prohibit Repricing ShrHoldr Yes Against For Report on Political Contributions ShrHoldr Yes Against For Report on Charitable Contributions ShrHoldr Yes Against For Performance-Based Equity Awards ShrHoldr Yes For Against Reimbursement of Expenses Incurred by ShrHoldr Yes Against For Shareholder(s) Separate Chairman and CEO Positions ShrHoldr Yes Against For Clawback of Payments Under Restatement ShrHoldr Yes Against For CITIZENS CZN 17453B101 05/25/2006 Elect Director Kathleen Q. Abernathy Mgmt Yes For For COMMUNICATIONS CO. Elect Director Leroy T. Barnes, Jr. Mgmt Yes For For Elect Director Jeri Finard Mgmt Yes For For Elect Director Lawton Wehle Fitt Mgmt Yes For For Elect Director Stanley Harfenist Mgmt Yes For For Elect Director William M. Kraus Mgmt Yes For For Elect Director Howard L. Schrott Mgmt Yes For For Elect Director Larraine D. Segil Mgmt Yes For For Elect Director Bradley E. Singer Mgmt Yes For For Elect Director Edwin Tornberg Mgmt Yes For For Elect Director David H. Ward Mgmt Yes For For Elect Director Myron A. Wick, III Mgmt Yes For For Elect Director Mary Agnes Wilderotter Mgmt Yes For For Approve Non-Employee Director Omnibus Stock Plan Mgmt Yes For For Submit Severance Agreement (Change in Control) to ShrHoldr Yes For Against shareholder Vote Ratify Auditors Mgmt Yes For For COCA-COLA CCE 191219104 04/28/2006 Elect Director Calvin Darden Mgmt Yes For For ENTERPRISES INC. Elect Director J. Alexander M. Douglas Jr. Mgmt Yes For For Elect Director Marvin J. Herb Mgmt Yes For For Elect Director Donna A. James Mgmt Yes For For Elect Director Lowry F. Kline Mgmt Yes For For Ratify Auditors Mgmt Yes For For Eliminate or Restrict Severance Agreements ShrHoldr Yes For Against (Change-in-Control) CONOCOPHILLIPS COP 20825C104 05/10/2006 Elect Director Richard L. Armitage Mgmt Yes For For Elect Director Richard H. Auchinleck Mgmt Yes For For Elect Director Harald J. Norvik Mgmt Yes For For Elect Director William K. Reilly Mgmt Yes For For Elect Director Victoria J. Tschinkel Mgmt Yes For For Elect Director Kathryn C. Turner Mgmt Yes For For Ratify Auditors Mgmt Yes For For Report Damage Resulting From Drilling Inside the ShrHoldr Yes For Against National Petroleum Reserve Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Report Accountability for Company's Environmental ShrHoldr Yes Against For Impacts due to Operation Non-Employee Director Compensation ShrHoldr Yes Against For CVS CORPORATION CVS 126650100 05/11/2006 Elect Director W. Don Cornwell Mgmt Yes For For Elect Director David W. Dorman Mgmt Yes For For Elect Director Thomas P. Gerrity Mgmt Yes For For Elect Director Marian L. Heard Mgmt Yes For For Elect Director William H. Joyce Mgmt Yes For For Elect Director Terrence Murray Mgmt Yes For For Elect Director Sheli Z. Rosenberg Mgmt Yes For For Elect Director Thomas M. Ryan Mgmt Yes For For Elect Director Alfred J. Verrecchia Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Separate Chairman and CEO Positions ShrHoldr Yes For Against Report on Feasibility of Product Reformulation ShrHoldr Yes Against For EBAY INC. EBAY 278642103 06/13/2006 Elect Director William C. Ford, Jr. Mgmt Yes For For Elect Director Dawn G. Lepore Mgmt Yes For For Elect Director Pierre M. Omidyar Mgmt Yes For For Elect Director Richard T. Sclosberg, III Mgmt Yes For For Amend Stock Option Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For ENSCO ESV 26874Q100 05/09/2006 Elect Director Gerald W. Haddock Mgmt Yes For For INTERNATIONAL, INC. Elect Director Paul E. Rowsey, III Mgmt Yes For For Elect Director Carl F. Thorne Mgmt Yes For For Elect Director Daniel W. Rabun Mgmt Yes For For Ratify Auditors Mgmt Yes For For FORTUNE BRANDS, FO 349631101 04/25/2006 Elect Director Patricia O. Ewers Mgmt Yes For For INC. Elect Director Eugene A. Renna Mgmt Yes For For Elect Director David M. Thomas Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors ShrHoldr Yes For Against Performance-Based and/or Time-Based Equity Awards ShrHoldr Yes For Against GENERAL GE 369604103 04/26/2006 Elect Director James I. Cash, Jr. Mgmt Yes For For ELECTRIC CO. Elect Director Sir William M. Castell Mgmt Yes For For Elect Director Ann M. Fudge Mgmt Yes For For Elect Director Claudio X. Gonzalez Mgmt Yes Withhold Against Elect Director Jeffrey R. Immelt Mgmt Yes For For Elect Director Andrea Jung Mgmt Yes For For Elect Director Alan G. Lafley Mgmt Yes For For Elect Director Robert W. Lane Mgmt Yes For For Elect Director Ralph S. Larsen Mgmt Yes For For Elect Director Rochelle B. Lazarus Mgmt Yes For For Elect Director Sam Nunn Mgmt Yes For For Elect Director Roger S. Penske Mgmt Yes For For Elect Director Robert J. Swieringa Mgmt Yes For For Elect Director Douglas A. Warner, III Mgmt Yes For For Elect Director Robert C. Wright Mgmt Yes For For Ratify Auditors Mgmt Yes For For Restore or Provide for Cumulative Voting ShrHoldr Yes Against For Adopt Policy on Overboarded Directors ShrHoldr Yes For Against Company-Specific -- One Director from the Ranks ShrHoldr Yes Against For of the Retirees Separate Chairman and CEO Positions ShrHoldr Yes Against For Require a Majority Vote for the Election of ShrHoldr Yes Against For Directors Report on Environmental Policies ShrHoldr Yes Against For GOOGLE INC GOOG 38259P508 05/11/2006 Elect Director Eric Schmidt Mgmt Yes For For Elect Director Sergey Brin Mgmt Yes For For Elect Director Larry Page Mgmt Yes For For Elect Director L. John Doerr Mgmt Yes For For Elect Director John L. Hennessy Mgmt Yes For For Elect Director Arthur D. Levinson Mgmt Yes For For Elect Director Ann Mather Mgmt Yes For For Elect Director Michael Moritz Mgmt Yes For For Elect Director Paul S. Otellini Mgmt Yes For For Elect Director K. Ram Shriram Mgmt Yes For For Elect Director Shirley M. Tilghman Mgmt Yes For For Ratify Auditors Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes Against Against Company-Specific-Recapitalization Plan ShrHoldr Yes For Against HOME DEPOT, HD 437076102 05/25/2006 Elect Director Gregory D. Brenneman Mgmt Yes Withhold Against INC. (THE) Elect Director John L. Clendenin Mgmt Yes Withhold Against Elect Director Claudio X. Gonzalez Mgmt Yes Withhold Against Elect Director Milledge A. Hart, III Mgmt Yes Withhold Against Elect Director Bonnie G. Hill Mgmt Yes Withhold Against Elect Director Laban P. Jackson, Jr. Mgmt Yes Withhold Against Elect Director Lawrence R. Johnston Mgmt Yes Withhold Against Elect Director Kenneth G. Langone Mgmt Yes Withhold Against Elect Director Angelo R. Mozilo Mgmt Yes For For Elect Director Robert L. Nardelli Mgmt Yes Withhold Against Elect Director Thomas J. Ridge Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Increase Disclosure of Executive Compensation ShrHoldr Yes For Against Report on EEOC-Related Activities ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Submit Supplemental Executive Retirement Plans to ShrHoldr Yes For Against Shareholder vote Report on Political Contributions ShrHoldr Yes For Against Increase Disclosure of Executive Compensation ShrHoldr Yes For Against Affirm Political Non-partisanship ShrHoldr Yes Against For INGERSOLL-RAND IR G4776G101 06/07/2006 Meeting for Holders of ADRs COMPANY LIMITED Elect Director T.E. Martin Mgmt Yes Withhold Against Elect Director P. Nachtigal Mgmt Yes For For Elect Director R.J. Swift Mgmt Yes For For Ratify Auditors Mgmt Yes For For INTEL CORP. INTC 458140100 05/17/2006 Elect Director CRAIG R. BARRETT Mgmt Yes For For INTEL CORP. INTC 458140100 05/17/2006 Elect Director CHARLENE BARSHEFSKY Mgmt Yes For For Elect Director E. JOHN P. BROWNE Mgmt Yes For For Elect Director D. JAMES GUZY Mgmt Yes For For Elect Director REED E. HUNDT Mgmt Yes For For Elect Director PAUL S. OTELLINI Mgmt Yes For For Elect Director JAMES D. PLUMMER Mgmt Yes For For Elect Director DAVID S. POTTRUCK Mgmt Yes For For Elect Director JANE E. SHAW Mgmt Yes For For Elect Director JOHN L. THORNTON Mgmt Yes For For Elect Director DAVID B. YOFFIE Mgmt Yes For For Rescind Fair Price Provision Mgmt Yes For For Amend Articles/Bylaws/Repeal Supermajority Vote Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes For For Approve Qualified Employee Stock Purchase Plan Mgmt Yes For For ISHARES TRUST 464287481 08/11/2005 Elect Director Lee T. Kranefuss Mgmt Yes For For Elect Director John E. Martinez Mgmt Yes For For Elect Director Richard K. Lyons Mgmt Yes For For Elect Director George G.C. Parker Mgmt Yes For For Elect Director W. Allen Reed Mgmt Yes For For Elect Director Cecilia H. Herbert Mgmt Yes For For Elect Director Charles A. Hurty Mgmt Yes For For Elect Director John E. Kerrigan Mgmt Yes For For Approve Change of Fundamental Investment Policy - Mgmt Yes For For Senior Securities Approve Change of Fundamental Investment Policy - Mgmt Yes For For Lending Approve Change of Fundamental Investment Mgmt Yes For For Objective to Non-fundamental Other Business Mgmt Yes Against For KELLOGG CO. K 487836108 04/21/2006 Elect Director John T. Dillon Mgmt Yes For For Elect Director James M. Jenness Mgmt Yes For For Elect Director L. Daniel Jorndt Mgmt Yes For For Elect Director William D. Perez Mgmt Yes For For Ratify Auditors Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Sustainability Report ShrHoldr Yes Against For KOHL'S CORP. KSS 500255104 04/26/2006 Elect Director Jay H. Baker Mgmt Yes For For Elect Director Steven A. Burd Mgmt Yes For For Elect Director Kevin Mansell Mgmt Yes For For Elect Director Peter M. Sommerhauser Mgmt Yes For For Ratify Auditors Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors MEDTRONIC, INC. MDT 585055106 08/25/2005 Elect Director Shirley Ann Jackson, Ph.D. Mgmt Yes For For Elect Director Denise M. O'Leary Mgmt Yes For For Elect Director Jean-Pierre Rosso Mgmt Yes For For Elect Director Jack W. Schuler Mgmt Yes Withhold Against Ratify Auditors Mgmt Yes For For Approve Qualified Employee Stock Purchase Plan Mgmt Yes For For Amend Non-Employee Director Stock Option Plan Mgmt Yes For For MELLON MEL 58551A108 04/18/2006 Elect Director Paul L. Cejas Mgmt Yes For For FINANCIAL CORP. Elect Director Seward Prosser Mellon Mgmt Yes For For Elect Director Mark A. Nordenberg Mgmt Yes For For Elect Director W.E. Strickland, Jr. Mgmt Yes For For Approve Non-Employee Director Restricted Stock Mgmt Yes For For Plan Amend Vote Requirements to Amend ShrHoldr Yes For Against Articles/Bylaws/Charter Ratify Auditors Mgmt Yes For For MICROSOFT CORP. MSFT 594918104 11/09/2005 Elect Director William H. Gates, III Mgmt Yes For For Elect Director Steven A. Ballmer Mgmt Yes For For Elect Director James I. Cash Jr. Mgmt Yes For For Elect Director Dina Dublon Mgmt Yes For For Elect Director Raymond V. Gilmartin Mgmt Yes For For Elect Director A. Mclaughlin Korologos Mgmt Yes For For Elect Director David F. Marquardt Mgmt Yes For For Elect Director Charles H. Noski Mgmt Yes For For Elect Director Helmut Panke Mgmt Yes For For Elect Director Jon A. Shirley Mgmt Yes For For Ratify Auditors Mgmt Yes For For NABORS NBR G6359F103 03/30/2006 Meeting for Holders of ADRs INDUSTRIES, LTD. Increase Authorized Common Stock Mgmt Yes For For Meeting for Holders of ADRs Elect Director Eugene M. Isenberg Mgmt Yes For For Ratify Auditors Mgmt Yes For For MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S Mgmt Yes Against Against AMENDED AND RESTATED 2003 EMPLOYEE STOCK PLAN. NVIDIA NVDA 67066G104 06/22/2006 Elect Director Tench Coxe Mgmt Yes For For CORPORATION Elect Director Mark L. Perry Mgmt Yes For For Ratify Auditors Mgmt Yes For For OMNICOM GROUP OMC 681919106 05/23/2006 Elect Director John D. Wren Mgmt Yes For For INC. Elect Director Bruce Crawford Mgmt Yes For For Elect Director Robert Charles Clark Mgmt Yes For For Elect Director Leonard S. Coleman, Jr Mgmt Yes For For Elect Director Errol M. Cook Mgmt Yes For For Elect Director Susan S. Denison Mgmt Yes For For Elect Director Michael A. Henning Mgmt Yes For For Elect Director John R. Murphy Mgmt Yes For For Elect Director John R. Purcell Mgmt Yes For For Elect Director Linda Johnson Rice Mgmt Yes For For Elect Director Gary L. Roubos Mgmt Yes For For Ratify Auditors Mgmt Yes For For PETRO-CANADA PCA. 71644E102 04/25/2006 Elect Director Ron A. Brenneman Mgmt Yes For For Elect Director Angus A. Bruneau Mgmt Yes For For Elect Director Gail Cook-Bennett Mgmt Yes For For Elect Director Richard J. Currie Mgmt Yes For For Elect Director Claude Fontaine Mgmt Yes For For Elect Director Paul Haseldonckx Mgmt Yes For For Elect Director Thomas E. Kierans Mgmt Yes For For Elect Director Brian F. MacNeill Mgmt Yes For For Elect Director Maureen McCaw Mgmt Yes For For Elect Director Paul D. Melnuk Mgmt Yes For For Elect Director Guylaine Saucier Mgmt Yes For For Elect Director James W. Simpson Mgmt Yes For For Ratify Deloitte & Touche LLP as Auditors Mgmt Yes For For PFIZER INC. PFE 717081103 04/27/2006 Elect Director Michael S. Brown Mgmt Yes For For Elect Director M. Anthony Burns Mgmt Yes For For Elect Director Robert N. Burt Mgmt Yes For For Elect Director W. Don Cornwell Mgmt Yes For For Elect Director William H. Gray, III Mgmt Yes For For Elect Director Constance J. Horner Mgmt Yes For For Elect Director William R. Howell Mgmt Yes For For Elect Director Stanley O. Ikenberry Mgmt Yes For For Elect Director George A. Lorch Mgmt Yes Withhold For Elect Director Henry A. McKinnell Mgmt Yes For For Elect Director Dana G. Mead Mgmt Yes Withhold For Elect Director Ruth J. Simmons Mgmt Yes For For Elect Director William C. Steere, Jr. Mgmt Yes For For Ratify Auditors Mgmt Yes For For Reduce Supermajority Vote Requirement Mgmt Yes For For Establish Term Limits for Directors ShrHoldr Yes Against For Social Proposal ShrHoldr Yes Against For Restore or Provide for Cumulative Voting ShrHoldr Yes For Against Separate Chairman and CEO Positions ShrHoldr Yes For Against Report on Political Contributions ShrHoldr Yes Against For Report on Animal Welfare Policy ShrHoldr Yes Against For Reort on Animal-based Testing ShrHoldr Yes Against For SANDISK CORP. SNDK 80004C101 05/25/2006 Elect Director Eli Harari Mgmt Yes For For Elect Director Irwin Federman Mgmt Yes For For Elect Director Steven J. Gomo Mgmt Yes For For Elect Director Eddy W. Hartenstein Mgmt Yes For For Elect Director Catherine P. Lego Mgmt Yes For For Elect Director Michael E. Marks Mgmt Yes For For Elect Director James D. Meindl Mgmt Yes For For Amend Omnibus Stock Plan Mgmt Yes For For Increase Authorized Common Stock Mgmt Yes For For Ratify Auditors Mgmt Yes For For SCANA SCG 80589M102 04/27/2006 Elect Director James A. Bennett Mgmt Yes For For CORPORATION Elect Director William C. Burkhardt Mgmt Yes For For Elect Director Lynne M. Miller Mgmt Yes For For Elect Director Maceo K. Sloan Mgmt Yes For For Elect Director Sharon A. Decker Mgmt Yes For For Ratify Auditors Mgmt Yes For For SCHLUMBERGER SLB 806857108 04/12/2006 Meeting for Holders of ADRs LTD. Elect Director J. Deutch Mgmt Yes For For Elect Director J.S. Gorelick Mgmt Yes For For Elect Director A. Gould Mgmt Yes For For Elect Director T. Isaac Mgmt Yes For For Elect Director A. Lajous Mgmt Yes For For Elect Director A. Levy-Lang Mgmt Yes For For Elect Director M.E. Marks Mgmt Yes For For Elect Director D. Primat Mgmt Yes For For Elect Director T.I. Sandvold Mgmt Yes For For Elect Director N. Seydoux Mgmt Yes For For Elect Director L.G. Stuntz Mgmt Yes For For Elect Director R. Talwar Mgmt Yes For For ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Mgmt Yes For For ADOPTION OF AMENDMENT TO THE ARTICLES OF Mgmt Yes For For INCORPORATION APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Mgmt Yes For For SCHLUMBERGER 2005 STOCK OPTION PLAN APPROVAL OF INDEPENDENT REGISTERED PUBLIC Mgmt Yes For For ACCOUNTING FIRM STAPLES, INC. SPLS 855030102 06/06/2006 Elect Director Basil L. Anderson Mgmt Yes For For Elect Director Robert C. Nakasone Mgmt Yes For For Elect Director Ronald L. Sargent Mgmt Yes For For Elect Director Stephen F. Schuckenbrock Mgmt Yes For For Declassify the Board of Directors Mgmt Yes For For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors STARWOOD HOTELS HOT 85590A203 05/02/2006 Elect Director Steven J. Heyer Mgmt Yes Withhold For & RESORTS WORLDWIDE, INC. Elect Director Charlene Barshefsky Mgmt Yes Withhold For Elect Director Jean-Marc Chapus Mgmt Yes Withhold For Elect Director Bruce W. Duncan Mgmt Yes Withhold For Elect Director Lizanne Galbreath Mgmt Yes For For Elect Director Eric Hippeau Mgmt Yes Withhold For Elect Director Stephen R. Quazzo Mgmt Yes Withhold For Elect Director Thomas O. Ryder Mgmt Yes Withhold For Elect Director Daniel W. Yih Mgmt Yes Withhold For Elect Director Kneeland C. Youngblood Mgmt Yes Withhold For Ratify Auditors Mgmt Yes For For TEXTRON INC. TXT 883203101 04/26/2006 Elect Director Lewis B. Campbell Mgmt Yes For For Elect Director Lawrence K. Fish Mgmt Yes For For Elect Director Joe T. Ford Mgmt Yes For For Ratify Auditors Mgmt Yes For For Report on Depleted Uranium Weapons Components ShrHoldr Yes Against For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors THE GOLDMAN GS 38141G104 03/31/2006 Elect Director Lloyd C. Blankfein Mgmt Yes For For SACHS GROUP, INC. Elect Director Lord Browne Ofmadingley Mgmt Yes For For Elect Director John H. Bryan Mgmt Yes For For Elect Director Claes Dahlback Mgmt Yes For For Elect Director Stephen Friedman Mgmt Yes For For Elect Director William W. George Mgmt Yes For For Elect Director James A. Johnson Mgmt Yes For For Elect Director Lois D. Juliber Mgmt Yes For For Elect Director Edward M. Liddy Mgmt Yes For For Elect Director Henry M. Paulson, Jr. Mgmt Yes For For Elect Director Ruth J. Simmons Mgmt Yes For For Amend Restricted Partner Compensation Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For THE HARTFORD HIG 416515104 05/17/2006 Elect Director Ramani Ayer Mgmt Yes For For FINANCIAL SERVICES GROUP, INC. Elect Director Ramon de Oliveira Mgmt Yes For For Elect Director Edward J. Kelly, III Mgmt Yes For For Elect Director Paul G. Kirk, Jr Mgmt Yes For For Elect Director Thomas M. Marra Mgmt Yes For For Elect Director Gail J. McGovern Mgmt Yes For For Elect Director Michael G. Morris Mgmt Yes For For Elect Director Robert W. Selander Mgmt Yes For For Elect Director Charles B. Strauss Mgmt Yes For For Elect Director H. Patrick Swygert Mgmt Yes For For Elect Director David K. Zwiener Mgmt Yes For For Ratify Auditors Mgmt Yes For For TRANSOCEAN INC. RIG G90078109 05/11/2006 Meeting for Holders of ADRs Elect Director Victor E. Grijalva Mgmt Yes For For Elect Director Arthur Lindenauer Mgmt Yes For For Elect Director Kristian Siem Mgmt Yes For For APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt Yes For For TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. WELLS FARGO & WFC 949746101 04/25/2006 Elect Director Lloyd H. Dean Mgmt Yes For For COMPANY Elect Director Susan E. Engel Mgmt Yes For For Elect Director Enrique Hernandez, Jr. Mgmt Yes For For Elect Director Robert L. Joss Mgmt Yes For For Elect Director Richard M. Kovacevich Mgmt Yes For For Elect Director Richard D. McCormick Mgmt Yes For For Elect Director Cynthia H. Milligan Mgmt Yes Withhold For Elect Director Nicholas G. Moore Mgmt Yes For For Elect Director Philip J. Quigley Mgmt Yes Withhold For Elect Director Donald B. Rice Mgmt Yes Withhold For Elect Director Judith M. Runstad Mgmt Yes For For Elect Director Stephen W. Sanger Mgmt Yes For For Elect Director Susan G. Swenson Mgmt Yes For For Elect Director Michael W. Wright Mgmt Yes Withhold For Ratify Auditors Mgmt Yes For For Require a Majority Vote for the Election of ShrHoldr Yes For Against Directors Separate Chairman and CEO Positions ShrHoldr Yes For Against Compensation- Director Compensation ShrHoldr Yes Against For Report on Discrimination in Lending ShrHoldr Yes Against For WM. WRIGLEY JR. WWY 982526105 04/04/2006 Elect Director John F. Bard Mgmt Yes For For CO. Elect Director Howard B. Bernick Mgmt Yes For For Elect Director Melinda R. Rich Mgmt Yes For For Approve Omnibus Stock Plan Mgmt Yes Against For Authorize a New Class of Common Stock Mgmt Yes Against For Company Specific/Increase the Class B Common Mgmt Yes Against For Stock Automatic Conversion Company Specific/Automatic Conversion of Class B Mgmt Yes Against For Common Stock Ratify Auditors Mgmt Yes For For XM SATELLITE XMSR 983759101 05/26/2006 Elect Director Gary M. Parsons Mgmt Yes For For RADIO HOLDINGS INC. Elect Director Hugh Panero Mgmt Yes For For Elect Director Nathaniel A. Davis Mgmt Yes For For Elect Director Thomas J. Donohue Mgmt Yes For For Elect Director Eddy W. Hartenstein Mgmt Yes For For Elect Director George W. Haywood Mgmt Yes For For Elect Director Chester A. Huber, Jr. Mgmt Yes For For Elect Director John Mendel Mgmt Yes Withhold For Elect Director Jarl Mohn Mgmt Yes For For Elect Director Jack Shaw Mgmt Yes For For Elect Director Jeffrey D. Zients Mgmt Yes For For Ratify Auditors Mgmt Yes For For ZIONS ZION 989701107 05/01/2006 Elect Director R.D. Cash Mgmt Yes For For BANCORPORATION Elect Director Patricia Frobes Mgmt Yes For For Elect Director J. David Heaney Mgmt Yes For For Elect Director Harris H. Simmons Mgmt Yes For For Approve Executive Incentive Bonus Plan Mgmt Yes For For Ratify Auditors Mgmt Yes For For Other Business Mgmt Yes Against For ======== THE WESMARK GOVERNMENT BOND FUND (formerly the WESMARK BOND FUND ====== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. =============== THE WESMARK WEST VIRGINIA MUNICIPAL BOND FUND ================== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) WESMARK FUNDS By (Signature and Title)* /s/Charles L. Davis, Jr. Charles L. Davis, Jr. Chief Executive Officer Date: August 21, 2006 * Print the name and title of each signing officer under his or her signature.