DEF 14A 1 wesmark.txt SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 WesMark Funds --------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) --------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No filing fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: _______________________________________________________________ 2) Form, Schedule or Registration Statement No.: _______________________________________________________________ 3) Filing Party: _______________________________________________________________ 4) Date Filed: _______________________________________________________________ WESMARK FUNDS WesMark Small Company Growth Fund WesMark Growth Fund WesMark Balanced Fund WesMark Bond Fund WesMark West Virginia Municipal Bond Fund NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 3, 2004 A Special Meeting of the shareholders of the WesMark Funds (the "Trust"), has been called and will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, on September 3, 2004, at 2:00 p.m. (Eastern Time). A form of Proxy and Proxy Statement for the meeting are furnished together with this notice. The purpose of the Special Meeting is to consider and vote on the following matters with respect to the Trust: To elect four (4) Trustees of the Trust, each to hold office for the term indicated and until his successor has been elected and qualified; and Such other business as may properly come before the meeting or any adjournment thereof. The Board of Trustees has fixed July 28, 2004, as the record date for determination of shareholders entitled to vote at the meeting. By Order of the Board of Trustees John W. McGonigle Secretary August 2, 2004 ------------------------------------------------------------------------------- PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL EXPENSE. You can help the Trust avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy. If you are unable to attend the meeting, please mark, sign, date and return the enclosed Proxy so that the necessary quorum may be represented at the Special Meeting. The enclosed envelope requires no postage if mailed in the United States. ------------------------------------------------------------------------------- WESMARK FUNDS WesMark Small Company Growth Fund WesMark Growth Fund WesMark Balanced Fund WesMark Bond Fund WesMark West Virginia Municipal Bond Fund 5800 Corporate Drive Pittsburgh, Pennsylvania 15237-7010 PROXY STATEMENT The enclosed proxy is solicited on behalf of the Board of Trustees ("Board" or "Trustees") of the WesMark Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated February 29, 1996. The Trust consists of five portfolios: WesMark Small Company Growth Fund, WesMark Growth Fund, WesMark Balanced Fund, WesMark Bond Fund and WesMark West Virginia Municipal Bond Fund. Each portfolio of the Trust will be referred to individually as a "Fund" or collectively as the "Funds." The proxy is revocable at any time before it is voted by sending written notice of the revocation to the Funds or by appearing personally at the Special Meeting of shareholders that has been called to be held on September 3, 2004, at 2:00 p.m. (Eastern Time) or any adjourned session (the "Special Meeting"). Proxy solicitations will be made primarily by mail, but may also be made by telephone, telegraph, or personal interview conducted by certain officers or employees of the Trust, of WesBanco Bank, Inc. ("WesBanco"), of WesBanco Investment Department, One Bank Plaza, Wheeling, WV 26003, (the Trust's investment adviser), of Boston Financial Data Services, 2 Heritage Drive, North Quincy MA 02171 (the Trust's transfer agent), or Federated Services Company, 1001 Liberty Avenue, Pittsburgh PA 15222 (the Trust's administrator). In the event that the shareholder signs, dates and returns the proxy card but does not indicate a choice as to the items on the proxy card, the proxy will be voted in favor of the election of each nominee. The cost of preparing and mailing the notice of meeting, proxy cards, this proxy statement and any additional proxy materials has been or will be borne by the Trust. On July 28, 2004, the following Funds of the Trust had outstanding, the following number of shares of beneficial interest, respectively (the "Shares"), each Share being entitled to one vote and fractional shares having proportionate voting rights. The total outstanding Shares consist of: Trust WesMark Small Company Growth Fund 2,670,186.814.....Shares WesMark Growth Fund 20,544,604.901....Shares WesMark Balanced Fund 7,020,087.517.....Shares WesMark Bond Fund 18,919,869.610....Shares WesMark West Virginia Municipal Bond Fund 7,362,863.078.....Shares Only shareholders of record at the close of business on July 28, 2004, will be entitled to notice of, and to vote at, the Special Meeting. Shares may be represented in person or by proxy. The Trustees propose to mail this proxy statement, the enclosed notice of meeting and proxy card on or about August 10, 2004. The Funds' combined annual report, which includes audited financial statements for each Fund for the fiscal year ended January 31, 2004, and the combined semi-annual report, which includes unaudited financial statements for each Fund for the period ended July 31, 2003, have been previously mailed to shareholders. If you have not received these reports, or would like to receive additional copies, free of charge, please write the Trust at the address above or call the Trust at 1-800-864-1013. Quorum and Voting Requirements For purposes of determining the presence of a quorum and counting votes on the matters presented, Shares represented by abstentions and "broker non-votes" will be counted as present, but not as votes cast, at the Special Meeting. The presence at the Special Meeting, in person or by proxy of the holders, of (a) one-half of the Shares of the Trust on all matters requiring a Majority Shareholder Vote, as defined in the Investment Company Act of 1940, or (b) one-third of the Shares of the Trust on all other matters permitted by law, in each case, entitled to vote without regard to Class, shall constitute a quorum at any meeting of the Shareholders, except with respect to any matter which by law requires the separate approval of one or more Series or Classes, in which case the presence in person or by proxy of the holders of one-half or one-third, as set forth above, of the Shares of each Series or Class entitled to vote separately on the matter shall constitute a quorum. The election of Trustees of the Trust will be determined on the basis of a plurality of the votes cast at the Special Meeting. The affirmative vote necessary to approve other matters may be determined with reference to a percentage of votes present at the Special Meeting, which would have the effect of treating abstentions and non-votes as if they were votes against the proposal. Management knows of no other matters which will be presented at the Special Meeting. Shares of all the Funds comprising the Trust will be counted as a single group of Shares for purposes of determining the presence of a quorum and the requisite vote for the election of the Trust's Trustees. ELECTION OF BOARD OF TRUSTEES The Board of the Trust currently consists of the following twelve (12) Trustees: John F. Donahue, J. Christopher Donahue, Lawrence D. Ellis, Thomas G. Bigley, John T. Conroy, Jr., Nicholas P. Constantakis, John F. Cunningham, Peter E. Madden, Charles F. Mansfield, John E. Murray, Jr., Marjorie P. Smuts, John S. Walsh. It is being proposed that the current members of the board be replaced by the election of the following four (4) nominees for Trustee, Lawrence E. Bandi, Robert P. Kanters, Mark E. Kaplan, and Robert E. Kirkbride (collectively, the "Nominees"). The persons named as proxies intend to vote in favor of the election of the Nominees as Trustees of the Trust. Please see "About the Election of Trustees" below for current information about the Nominees. The Funds' investment adviser, WesBanco Investment Department, recommended each of the Nominees to the Nominating Committee of the Board. Counsel to the Independent Trustees had initially brought Mr. Bandi and Mr. Kaplan to the attention of the WesBanco Investment Department. Each Nominee has consented to serve if elected. Election of a Trustee is by a plurality vote, which means that the individuals receiving the greatest number of votes at the Meeting will be deemed to be elected. If a Nominee for election as a Trustee named above shall by reason of death or for any other reason become unavailable as a candidate at the Meeting, votes pursuant to the enclosed proxy may be cast for a substitute candidate by the proxies named on the proxy card, or their substitutes, present and acting at the Meeting. Any such substitute candidate for election as trustee shall be nominated by the Nominating Committee of the Board. The Board has no reason to believe that any Nominee will become unavailable for election as a Trustee. About the Election of Trustees When elected, the Trustees will hold office during the lifetime of the Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by written instrument signed by at least two-thirds of the number of Trustees prior to such removal; (c) each Trustee shall retire in accordance with any retirement policy adopted by the Board; and (d) a Trustee may be removed at any special meeting of the shareholders by a vote of two-thirds of the outstanding shares of the Trust. In case a vacancy shall exist for any reason, the remaining Trustees may fill such vacancy by appointment of another Trustee. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date. Where required, the tables included herein, separately list Board members who are "interested persons" of the Fund ("Interested" Trustee) and those who are not ( "Independent" Trustee). The WesMark Funds Complex is currently comprised of five portfolios. Each Board member oversees all portfolios in the WesMark Funds Complex. Table 1, set forth below, provides a listing of each (i) Nominee standing for election who is not presently serving as a Trustee, and (ii) Officers of the Trust, along with their addresses, birth dates, present positions with the Trust and length of term in office, if applicable, principal occupations during the past five years, previous positions and other directorships held by Nominee for Trustee. Table 2, set forth below, states the dollar range of equity securities of the Funds owned by each Nominee named in Table 1 as of July 28, 2004. No Independent Nominee owns beneficially or of record securities issued by (1) the investment adviser or principal underwriter of the Trust, or (2) any person directly or indirectly controlling, controlled by, or under common control with the investment adviser or principal underwriter of the Funds. As of January 31, 2004, the Interested Nominee for election owned beneficially or of record less than 1% of the outstanding securities of any class of the (1) investment adviser or principal underwriter of the Trust, or (2) any person directly or indirectly controlling, controlled by, or under common control with the investment adviser or principal underwriter of the Funds. Table 1 INDEPENDENT NOMINEE

---------------------------------------------------------------------------------- Name, Address, Date Position(s) Number Principal Occupations Aggregate of Birth, Date Held of in Past Five Years, Compensation Service Began with Portfolios Other Directorships Held from the Trust in the and Previous Positions Trust Trust to be overseen by Trustee ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Lawrence E. Bandi Nominee 5 Principal Occupations: Dean Proposed Birth Date: June standing of Business and Financial to be paid 23, 1954 for Affairs, West Virginia by the 2 Halstead Avenue election Northern Community College; Trust Wheeling WV, 26003 Vice Chairman, Ohio County Economic Development Authority; Audit Committee Chairman, Ohio Valley Industrial Business Development Corporation; Chairman Elect, Special Wish Foundation, Upper Ohio Valley United Way; Director, Wheeling Hospital; Chairman, Wheeling Civic Center Taskforce. Previous Positions: President and Chief Executive Officer, Valley National Gases, Inc.; ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Robert P. Kanters Nominee 5 Principal Occupations: Proposed Birth Date: standing Senior Vice President, Legg to be paid February 23, 1940 for Mason Wood Walker, Inc. by the 13 Laurelwood election (global financial Trust Estates services); Board Member, Wheeling WV, 26003 iNetworks (private equity group). ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Mark E. Kaplan* Nominee 5 Principal Occupations: Proposed Birth Date: standing President, Chief Financial to be paid November 24, 1961 for Officer and Director, by the 104 Alyson Drive election Weirton Steel Corporation; Trust McMurray PA, 15317 Board Member, Mainstay Life Services. Previous Positions: Senior Audit Manager, Arthur Anderson LLP; Corporate Controller, Black Box Corporation (network services). ---------------------------------------------------------------------------------- * Weirton Steel Corporation filed a voluntary bankruptcy petition in May of 2003. Mr. Kaplan was a Senior Vice President of Finance and Administration and Director for the Weirton Steel Corporation at the time of the filing. Table 1 Cont. INTERESTED NOMINEE ---------------------------------------------------------------------------------------------- Name, Address, Date Position(s) Number of Principal Occupations Aggregate of Birth, Date Held with Portfolios in Past Five Years, Compensation Service Began Trust in the Trust Other Directorships Held and from the Trust to be Previous Positions overseen by Trustee ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- Robert E. Kirkbride** Nominee 5 Principal Occupations: Proposed to Birth Date: August standing Director, WesBanco, Inc.; be paid by 23, 1939 for election Director, WesBanco Bank Inc. the Trust 132 S. Fourth Officer, Christy & Street, Marietta OH, Associates(real estate 45750 development and investment management); Director, The Mountain Company (holding company); Director, The Laurel Management Group (holding company); Director and Officer, Thunder Corporation (oil and gas production); Director and Officer, Databridge Corporation (computer sales and service). ---------------------------------------------------------------------------------------------- ** Robert E. Kirkbride is an interested person due to the Director position he holds with WesBanco, Inc. The Funds' investment adviser, WesBanco Investment Department is a division of WesBanco Bank Inc., a wholly owned subsidiary of WesBanco Inc. Table 1 Cont. OFFICERS*** ------------------------------------------------------------------------------------------ Name, Address & Date of Position(s) Principal Occupations in Past Five and Birth, Date Service Began Held with Trust Previous Positions ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ John F. Donahue Chairman Principal Occupations: Chief Executive Federated Investors Officer and Director or Trustee of the Tower Federated Fund Complex; Chairman and 1001 Liberty Avenue Director, Federated Investors, Inc.; Pittsburgh, PA Chairman, Federated Investment Management Birth Date: July 28, Company, Federated Global Investment 1924 Management Corp. and Passport Research, Ltd. Began serving: February 1996 Previous Positions: Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling. ------------------------------------------------------------------------------------------ Charles L. Davis, President Principal Occupations: Vice President, Jr. Managing Director of Mutual Fund Services, Federated Investors Federated Services Company; and President, Tower Edgewood Services, Inc. 1001 Liberty Avenue Pittsburgh, PA Previous Positions: President, Federated Birth Date: March Clearing Services; and Director, Business 23, 1960 Development, Mutual Fund Services, Began serving: Federated Services Company. November 2003 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ J. Christopher Donahue Executive Principal Occupations: Principal Executive Federated Investors Tower Vice Officer and President of the Federated Fund 1001 Liberty Avenue President Complex; Director or Trustee of some of the Pittsburgh, PA Funds in the Federated Fund Complex; Birth Date: April 11, 1949 President, Chief Executive Officer and Began serving: February Director, Federated Investors, Inc.; 1996 Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania, Passport Research, Ltd. and Passport Research II, Ltd.; Trustee, Federated Shareholder Services Company; Director, Federated Services Company. Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd. ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ Beth S. Broderick Vice Principal Occupation: Vice President, Federated Investors President Federated Services Company (1997 to Tower present). 1001 Liberty Avenue Pittsburgh, PA Previous Positions: Client Services Birth Date: August Officer, Federated Services Company 2, 1965 (1992-1997). Began serving: August 2000 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ Judith J. Mackin Vice Principal Occupations: Vice President and Federated Investors Tower President Director of Administration for Mutual 1001 Liberty Avenue Fund Services Group of Federated Pittsburgh, PA Investors, Inc. Birth Date: May 30, 1960 Began serving: August 2000 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ John W. McGonigle Vice Principal Occupations: Executive Vice Federated Investors Tower President President and Secretary of the Federated 1001 Liberty Avenue and Secretary Fund Complex; Executive Vice President, Pittsburgh, PA Secretary and Director, Federated Birth Date: October 26, Investors, Inc. 1938 Began serving: February Previous Positions: Trustee, Federated 1996 Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp. ------------------------------------------------------------------------------------------ Richard J. Thomas Treasurer Principal Occupations: Executive Vice 1001 Liberty Avenue President and Secretary of the Federated Pittsburgh, PA Fund Complex; Executive Vice President, Birth Date: June 17, 1954 Secretary and Director, Federated Began serving: August 2000 Investors, Inc. Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp. ------------------------------------------------------------------------------------------ *** Officers do not receive any compensation from the Funds. It is anticipated that if the Trustee Nominees are elected that certain officers may resign from their positions with the Trust.

Table 2 OWNERSHIP OF SHARES IN THE FUNDS AS OF JUNE 1, 2003 ------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in Independent Nominee Dollar Range of Equity Securities All Funds Overseen or Standing for Election in the Funds to be Overseen by Trustee or Nominee in the WesMark Funds -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Lawrence E. Bandi None None -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Robert P. Kanters None None -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Mark E. Kaplan None None -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Interested Nominee Standing for Election -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Robert E. Kirkbride None None -------------------------------------------------------------------------------- COMMITTEES OF THE BOARD BOARD COMMITTEE COMMITTEE FUNCTIONS MEETINGS HELD MEMBERS DURING LAST FISCAL YEAR COMMITTEE Executive John F. Donahue In between meetings of the full 1 John E. Murray, Board, the Executive Committee Jr., J.D., S.J.D. generally may exercise all the powers of the full Board in the management and direction of the business and conduct of the affairs of the Trust in such manner as the Executive Committee shall deem to be in the best interests of the Trust. However, the Executive Committee cannot elect or remove Board members, increase or decrease the number of Trustees, elect or remove any Officer, declare dividends, issue shares or recommend to shareholders any action requiring shareholder approval. Audit Thomas G. Bigley The Audit Committee reviews and 4 John T. Conroy, recommends to the full Board the Jr. independent auditors to be Nicholas P. selected to audit the Funds' Constantakis financial statements; meets with Charles F. the independent auditors Mansfield, Jr. periodically to review the results of the audits and reports the results to the full Board; evaluates the independence of the auditors, reviews legal and regulatory matters that may have a material effect on the financial statements, related compliance policies and programs, and the related reports received from regulators; reviews the Funds' internal audit function; reviews compliance with the Funds' code of conduct/ethics; reviews valuation issues; monitors inter-fund lending transactions; reviews custody services and issues and investigates any matters brought to the Committee's attention that are within the scope of its duties. Nominating Thomas G. Bigley None John T. Conroy, The Nominating Committee, whose Jr. members consist of all Nicholas P. Independent Trustees, selects Constantakis and nominates persons for John F. Cunningham election to the Funds' Board Peter E. Madden when vacancies occur. The Charles F. Committee will consider Mansfield, Jr. candidates recommended by John E. Murray, shareholders, Independent Jr. Trustees, officers or employees Marjorie P. Smuts of any of the Funds' agents or John S. Walsh service providers and counsel to the Funds. Any shareholder who desires to have an individual considered for nomination by the Committee must submit a recommendation in writing to the Secretary of the Fund, at the following address: WesMark Funds 5800 Corporate Drive Pittsburgh PA 15237-7010, Attention Secretary. The recommendation should include the name and address of both the shareholder and the candidate and detailed information concerning the candidate's qualifications and experience. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. Those factors will ordinarily include: integrity, intelligence, collegiality, judgment, diversity, skill, business and other experience, qualification as an "Independent Trustee," the existence of material relationships which may create the appearance of a lack of independence, financial or accounting knowledge and experience, and dedication and willingness to devote the time and attention necessary to fulfill Board responsibilities. A copy of the Nominating Committee Charter is attached to this proxy statement. Shareholder communication to the Board can be sent by mail to: WesMark Funds, 5800 Corporate Drive, Pittsburgh Pennsylvania 15237-7010; Attention: WesMark Funds Secretary. The Board will consider at its September 2004 meeting implementing a process by which shareholder communications will be reviewed. The following list indicates the beneficial ownership of the only shareholder who, to the best knowledge of the Trust holds with power over voting or disposition more than 5% of the outstanding shares of any Fund as of July 28, 2004: ------------------------------------------------------------------------------- FUND SHAREHOLDER ADDRESS NUMBER OF PERCENTAGE SHARES ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- WesMark Small Dolling & Co. Wheeling, WV 2,246,085.465 84.11% Company Growth Fund ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Saxon and Co. Philadelphia, 149,666.221 5.61% PA ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- WesMark Growth Dolling & Co. Wheeling, WV 18,378,848.566 89.46% Fund ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- WesMark Balanced Dolling & Co. Wheeling, WV 6,435,703.103 91.67% Fund ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- WesMark Bond Fund Dolling & Co. Wheeling, WV 17,558,620.560 92.81% ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- WesMark West Dolling & Co. Wheeling, WV 6,937,778.259 83.97% Virginia Municipal Bond Fund ------------------------------------------------------------------------------- OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY At the date of this proxy statement the only business which the management intends to present or knows that others will present is the business mentioned in the Notice of Meeting. If any other matter lawfully comes before the Special Meeting, and in all procedural matters at the Special Meeting, the enclosed proxy will be voted in accordance with the best judgment of the proxies named therein, or their substitutes, present and acting at the Special Meeting. If, at the time any session of the Special Meeting is called to order, a quorum is not present in person or by proxy, the persons named as proxies may vote those proxies which have been received to adjourn the Special Meeting to a later date. In the event that a quorum is present but sufficient votes in favor of the proposal have not been received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to such proposal. All such adjournments will require a plurality vote of the shares of the Trust present in person or by proxy at the session of the Special Meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of the proposal, in favor of such adjournment, will vote against any such adjournment any proxies required to be voted against the proposal, and will abstain from voting those proxies which are required to abstain from voting on such proposal. THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST If you do not expect to attend the Special Meeting, please sign your proxy card promptly and return it in the enclosed envelope to avoid unnecessary expense and delay. No postage is necessary. By Order of the Board of Trustees John W. McGonigle Secretary August 2, 2004 IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY In an effort to reduce costs and avoid duplicate mailings, the Funds intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Funds resides so-called "householding", as permitted by applicable rules. The Fund's "householding" program covers their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Funds are also permitted to treat a shareholder as having given consent "implied consent" if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Funds give notice of their intent to "household" at least sixty 60 days before they begin householding" and (iii) none of the shareholders in the household have notified the Funds or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time by contacting the Funds by mail at: WesMark Funds, Federated Investors Tower, 5800 Corporate Drive, Pittsburgh Pennsylvania 15237-7010: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Funds at 1-800-864-1013. Appendix 1 WESMARK FUNDS NOMINATING COMMITTEE CHARTER The Nominating Committee (the "Committee") of each fund which adopts this charter (the "Fund") shall be composed solely of Directors or Trustees who are not "interested persons" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") (individually, an "Independent Trustee" and collectively the "Independent Trustees"). The Board of the Fund shall appoint the members of the Committee and, unless otherwise determined by the Board, the members of the Nominating Committee shall consist of all Independent Trustees. Unless otherwise determined by the Committee, the Chairman of the Independent Trustees shall serve as chair of the Committee. Meetings. Meetings of the Committee shall be held at such times and places as determined from time to time by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may meet by telephone and may act by unanimous written consent. The Committee may adopt such rules, procedures or policies as it deems appropriate from time to time to facilitate the conduct of its business. Responsibilities. The Committee shall select and nominate persons for election to the Board as and when vacancies occur or are reasonably anticipated, which nominees shall be presented to the Board for election, or nomination for election by shareholders, as the case may be. The Committee will consider recommendations from Independent Trustees, officers or employees of any of the Fund's agents or service providers, counsel to the Fund or shareholders of the Fund. Any person wishing to recommend an individual for consideration should address such request to the Secretary of the Fund and include detailed information concerning the candidate's qualifications and experience. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. These factors ordinarily will include: integrity, intelligence, collegiality, judgment, diversity, skill, business and other experience, qualification as an "Independent Trustee," the existence of material relationships which may create the appearance of a lack of independence, financial or accounting knowledge and experience, dedication and willingness to devote the time and attention necessary to fulfill Board Responsibilities. Miscellaneous. The Committee shall have the power, in its discretion, to a) retain and compensate search firms, b) approve the compensation of members of the Committee and c) engage and compensate such other advisers as it deems appropriate. WesMark Funds Proxy for Special Meeting of Shareholders - September 3, 2004 The undersigned hereby appoints Megan W. Clement, Todd P. Zerega, Suzanne W. Land, Catherine C. Ryan, and Diane J. Palmer, as proxies to vote and act at the Special Meeting of Shareholders of the WesMark Funds (the "Trust"), to be held at the Trust's principal office, 5800 Corporation Drive, Pittsburgh, PA 15237-7010 at 2:00 p.m. on September 3, 2004 and at all adjournments thereof, in respect of all Shares of the Trust as to which the undersigned may be entitled to vote or act. Each proxy shall have power of substitution and a majority of said proxies or their substitutes, or any one if only one be present and acting, shall have all powers hereby granted. The proxies are hereby authorized and instructed to vote upon the matters specified in the notice of meeting as set forth on this side of this proxy. If no choice is indicated as to a proposal, the proxies shall vote FOR such proposal. Each of the matters is proposed by the Trust, and none of the matters are related to or conditioned on the approval of any other matter. The proxies may vote in their discretion on any other matter which may properly come before the meeting. Please sign and return. The proxies are hereby instructed to vote as specified. NOTE: Signature(s) should agree with name(s) as printed hereon. All joint owners should sign. Fiduciaries please indicate their titles. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD MEMBERS OF THE TRUST. Please sign and return promptly in the enclosed envelope. TO VOTE, MARK BLOCKS BELOW IN KEEP THIS PORTION FOR YOUR RECORDS BLUE OR BLACK INK AS FOLLOWS. ------------------------------------------------------------------------------ THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED WesMark Funds Election of Board Members ___ FOR All (1) Lawrence E. Bandi Robert P. Kanters Mark E. Kaplan Robert E. Kirkbride ___ Withheld All ___ To withhold authority to vote, mark "For All Except" and write the nominee's name on the line below. ______________________________________________ (2) Transaction of such other business as FOR AGAINST ABSTAIN may properly come before the meeting or ___ ___ ___ any adjournment thereof. x_________________________x___________________________ _____________ Signature (Sign here exactly as name(s) appear above.) Date