Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of March, 1996, by and between
WESMARK FUNDS, a Massachusetts business trust, having its principal office
and place of business at Federated Investors Tower, Pittsburgh, PA 15222-
3779 (the "Trust"), on behalf of the portfolios (individually referred to
herein as a "Fund" and collectively as "Funds") of the Trust set forth in
Schedule A hereto, and WesBanco Bank Wheeling (hereinafter `WesBanco'') a
West Virginia bank having its principal office and place of business in
Wheeling, West Virginia.
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), with authorized and issued Shares of common stock ("Shares"); and
WHEREAS, the Trust wishes to retain WesBanco to provide certain
shareholder services for each of the portfolios of the Trust, including any
classes of Shares issued by any Fund ("Classes"), on whose behalf the Trust
executes an exhibit to this Agreement and the WesBanco is willing to
furnish such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
Article 1. Appointment.
The Trust hereby appoints WesBanco to provide certain shareholder
services to the Funds for the period and on the terms set forth in this
Agreement. WesBanco accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Article 3.
Article 2. Services and Duties.
Subject to the supervision and control of the Trust's Board of
Trustees, WesBanco will assist the Trust, the Funds, and/or the Classes
with regard to shareholder services and in connection therewith undertakes
to do the following specific services:
A.Establishing new accounts;
B.Processing transactions including purchases, redemptions, and
exchanges;
C.Maintaining files, i.e., processing change of addresses,
adding/changing wiring instructions or systematic
investment/withdrawal plans;
D.Reviewing the activity in applicable accounts;
E.Providing training and supervision of its personnel;
F.Maintaining and distributing current copies of prospectuses and
shareholder reports to current shareholders;
G.Serving as liaison between WesBanco, Transfer Agent (or Sub-
Transfer Agent), Portfolio Recordkeepers and Legal Counsel in
connection with shareholder matters;
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H.Responding to customers' questions about the Funds and/or Classes;
I.Maintaining files of shareholder inquiries and correspondence;
J.Verifying shareholder signatures in conjunction with redemptions or
changes in account classifications; and
K.Surveying shareholders for information concerning satisfaction with
mutual fund products and services.
Nothing contained herein shall be construed to authorize WesBanco to
act as Transfer Agent of the Funds and/or Classes (it being understood that
Federated Services Company or its designee provides such services) or to
perform any services hereunder primarily intended to result in the sale of
shares of the Trust, the Funds or the Classes.
Article 3. Compensation and Allocation of Expenses.
A.Each Fund will compensate WesBanco for its services rendered
pursuant toArticle 2 of this Agreement in accordance with the fees
set forth on Fee Schedule B, annexed hereto and incorporated
herein. No Fund will bear out-of-pocket expenses of WesBanco.
B.The fee for the period from the effective date of application of
this Agreement with respect to a Fund or a Class to the end of the
initial month shall be prorated according to the proportion that
such period bears to the full month period. Upon any termination
of this Agreement before the end of any month, the fee for such
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period shall be prorated according to the proportion which such
period bears to the full month period. For purposes of determining
fees payable to WesBanco, the value of a Fund's net assets shall be
computed at the time and in the manner specified in each Fund's
Prospectus.
C.WesBanco in its sole discretion may from time to time employ or
associate with itself such person or persons as WesBanco may
believe to be particularly suited to assist it in performing
services under this Agreement. Such person or persons may be
officers and employees who are employed by both WesBanco and the
Trust. The compensation of such person or persons shall be paid by
WesBanco and no obligation shall be incurred on behalf of the
Trust, the Funds, or the Classes in such respect.
D.Assignment. This Agreement and the rights and duties hereunder
shall not be assignable with respect to the Trust without the prior
written consent of the other party.
Article 4. Standard of Care/Indemnification.
A.Standard of Care
WesBanco shall be held to a standard of reasonable care in carrying
out the provisions of this Agreement; provided, however that WesBanco
shall be held to any higher standard of care which would be imposed
upon WesBanco by any applicable law or regulation even though such
stated standard of care was not part of this Agreement.
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B.Indemnification by the Trust
WesBanco shall not be responsible for and the Trust shall indemnify
and hold WesBanco harmless against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of
or attributable to: (1) The Trust's refusal or failure to comply with
the terms of this Agreement; or (2) The offer or sale of Shares in
violation of any requirement under the federal securities law or
regulations or the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any federal agency or in any
state with respect to the offer or sale of such Shares in such state,
provided, however, that WesBanco shall not be protected by this
Article 5.B. from liability for any act or omission resulting from
WesBanco's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 5.A., above,
or for violations of federal or state securities law arising out of or
attributable to conduct or activity of WesBanco.
C.Indemnification by WesBanco
WesBanco shall indemnify and hold the Trust harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributed to WesBanco's
refusal or failure to comply with the terms of this Agreement
provided, however, that the Trust shall not be protected by this
Article 5.C. from liability for any act or omission resulting from the
Trust's lack of good faith, negligence, or willful misconduct.
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D.Notification
In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
Article 5. Termination of Agreement.
This Agreement may be terminated by either party upon sixty (60) days
written notice to the other.
Article 6. Limitations of Liability
A.Limitations of Liability of Trustees, Officers, Employees, Agents
and Shareholders of the Trust.
WesBanco is expressly put on notice of the limitation of liability as
set forth in the Trust's Declaration of Trust and agrees that the
obligations asumed to be the Trust's pursuant to this agreement shall be
limited in any case to the Trust and its assets and that WesBanco shall not
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seek satisfaction of any such obligations from trustees, officers,
employees, agents or shareholders of the Trust.
Article 7. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Trustees of the Trust.
Article 8. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, WesBanco and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable Federal or state
regulations or any provision of the Trust's Declaration of Trust. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
Article 9. Miscellaneous.
A.Pennsylvania Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth
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of Pennsylvania, without regard to the conflict of laws principles
thereof.
Article 10. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to WesBanco at ▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, or to such other address
as the Trust or WesBanco may hereafter specify, shall be deemed to have
been properly delivered or given hereunder to the respective address.
Article 11. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 12. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
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ATTEST: WESMARK FUNDS
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary Vice President
ATTEST: WESBANCO BANK WHEELING
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary Vice President
Schedule A
Shareholder Services Agreement
between
WESMARK FUNDS
and
WESBANCO BANK WHEELING
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WESMARK FUNDS (the "Trust") consists of the following portfolios and
classes:
Name
WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
Schedule B
Shareholder Services Agreement
between
WESMARK FUNDS
and
WESBANCO BANK WHEELING
Compensation for Shareholder Services
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For the services described in this Agreement, each Fund or class shall pay
the WesBanco an annual fee of 0.25 of 1% of its average daily net assets.
WesBanco may voluntarily waive all or a portion of its fee at any time
without notice.