Exhibit (h) (v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT NO. 2 TO
Agreement for Fund Accounting Services, Administrative
Services and Transfer Agency Services
BETWEEN WESMARK FUNDS
AND
FEDERATED SERVICES COMPANY
This Amendment No. 2 to the Agreement for Fund Accounting
Services, Administrative Services and Transfer Agency Services is made and
entered into as January 1, 2002 by and between WesMark Funds, a Massachusetts
business trust (the "Funds) and Federated Services Company, a Pennsylvania
corporation ("FSC").
WHEREAS, the Trust and FSC entered into an Agreement for Fund
Accounting Services, Administrative Services and Transfer Agency Services dated
as of March 1, 1996;
WHEREAS, FSC currently provides fund accounting,
administration and transfer agent services to the Funds pursuant to the
Agreement;
WHEREAS, FSC has, as permitted under the terms of the
agreement, subcontracted the fund accounting services to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ("▇▇▇▇▇ ▇▇▇▇▇▇");
WHEREAS, the Funds now desire to contract directly with State
Street for the provision of fund accounting services;
WHEREAS, the Trust and FSC desire to amend the Agreement in
certain respects to reflect this desire and to extend the term of the Agreement
to December 31, 2004;
NOW, THEREFORE, the parties intending to be legally bound
agree as follows:
1. Effective as of January 1, 2002, FSC shall no longer provide the fund
accounting services described in the Agreement, including, but not limited to,
all fund accounting services described in Section One of the Agreement.
2. FSC and the Funds agree that the Funds shall contract directly with State
Street for the provision of all such fund accounting services.
3. Article 20 of the Agreement is amended by deleting it in its entirety and
inserting in lieu thereof the following:
Article 20. Term and Termination of Agreement.
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This Agreement shall be effective on the date hereof and shall continue
through December 31, 2004.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
A. WESMARK FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
B. FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President
