File # 33-20158
File # 811-5469
Form N-1A
SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 12
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
AMENDMENT NO. 12
(Check appropriate box or boxes.)
WEXFORD TRUST
(Exact Name of Registrant as Specified in Charter)
12300 Perry Highway, WEXFORD, PA 15090-8318
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code
412/9355520 or 800/860-3863
Ronald H. Muhlenkamp, 12300 Perry Highway, Wexford, PA
150908318
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
XXXon (5/1/96) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
5 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485.
if appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Registrant has elected under Rule 24(f)2 to register
an indefinite number of shares under the Securities Act of
1933. As of December 31, 1995 Registrant had issued a
total of 1,108,774 shares for total consideration of
$17,865,994.
Registrant has previously filed Notice of sale of shares
in accordance with Rule 24(f)-2.
A No-Load Fund
MUHLENKAMP FUND
12300 Perry Highway, Wexford, PA 15090
Telephone Number (412) 935-5520 or (800) 860-
3863
e-mail: [email protected]
PROSPECTUS
May 1, 1996
MUHLENKAMP FUND ("The Fund"), A Series of the Wexford Trust
(The Registrant), is a diversified open-end mutual fund that
continuously offers its shares for sale to the public. The
Fund will manage its assets to seek to maximize total returns
to its shareholders, primarily by acquiring and holding a
diversified list of common stocks. The Fund may also acquire
and hold fixedincome or debt investments as market conditions
warrant and when, in the opinion of its advisor, it is deemed
desirable or necessary in order to attempt to achieve its
investment objective. (For further information, please refer
to "Investment Objectives and Policies" section herein).
This Prospectus is designed to provide you with concise
information which an investor should know about the Fund
before investing. You should retain this document for future
reference.
A Statement of Additional Information for the Fund, dated this
same date, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. A copy is
available without charge by writing or calling the Fund at the
address and telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS PAGE
EXPENSE INFORMATION 2
FINANCIAL INFORMATION 3
CAPITAL OF TRUST 3
CUSTODIAN, AUDITOR AND DISTRIBUTOR 3
ADVISORY BOARD 4
INVESTMENT OBJECTIVES AND POLICIES 4
RISK FACTORS 6
INVESTMENT ADVISOR 6
HOW TO BUY SHARES 7
HOW TO REDEEM SHARES 8
PORTFOLIO TRANSACTIONS 8
AUTOMATIC INVESTMENT PROGRAM 8
BROKER ALLOCATIONS 9
FEDERAL INCOME TAX STATUS 9
IRA AND RETIREMENT ACCOUNTS 9
APPLICATION BLANK
INSERT
Custodian: Investment Advisor: Transfer Agent
Star Bank Muhlenkamp & Co., Inc. American Data
Services,
425 Walnut 12300 Perry Highway Inc.
Street Wexford, PA 15090-8318 24 West Carver Street
Cincinnati, OH Tel: (412) 935-5520 or Huntington, N.Y.
11743
45201-1118 (800) 860-3863 Tel: (516) 385-9580
(513) 632-4603 e-mail: Fax: (516) 385-7909
[email protected]
EXPENSE INFORMATION
The following information is designed to help you compare the
fees and expenses charged by the Fund with those of other
mutual funds. As you know, the Fund is a "NO LOAD" fund,
which means that you pay no sales commissions to buy shares.
In addition, the Fund makes no charge when you sell shares,
nor has any other deferred, hidden or other charges. As a
result, all of your money goes to work for you, as follows:
1. Shareholder Transaction
Expenses:
Sales Commissions to Purchase None
Shares
Commissions to Reinvest None
Dividends
Redemption Fees None
2. Annual Fund Operating
Expenses (Expenses paid out by
the Fund before it distributed
its net investment income, as a
percentage of its average net
assets for the calendar year
ended December 31, 1995):
Investment Advisor's Fee *
1% 12b-1 Fees
None
Other Operating Expenses
0.4% Commission Credits used to Pay
- -0.05% Expenses**
Total Fund Expenses
1.35%
There are certain charges associated with
retirement accounts offered by the fund. (See
"IRA and Retirement Accounts")
Example:
If you bought shares of the Fund on January 1, for which you
paid $1,000, and if we assume a 5% annual return, and that all
shares were redeemed December 31st, you would pay the
following expenses for:
1 year 3 years 5 years 10 years
$14 $44 $76 $167
This expense information is designed to help you understand
the various costs and expenses customarily charged by mutual
funds. The example, however, should not be considered as
representative of future expenses or returns of the Fund.
Actual expenses and returns vary from year to year and may be
higher or lower than those shown. Also, the agreement with
the investment advisor places certain limits on expenses which
can be charged to the Fund. See Investment Advisor Section,
pages 6.
* In order to avoid any duplicate fees and expenses, should
the
Fund invest in securities of other registered investment
companies the investment advisor will rebate to the Fund an
amount equal to the total expenses of the other investment
company, prorated for the time and amount of such investment,
up to the amount of total Muhlenkamp Fund expenses for such
investment. The amount of the expenses of the other
registered
investment company will be based on its prior year's annual
report.
**The Fund has a directed business arrangement with Capital
Institution Services, Inc. (CIS). Upon the purchase and/or
sale of investment securities, the Fund pays a brokerage
commission to CIS. The Fund has found CIS commission rates
to
be less than those available from other providers. Wexford
Trust and the Fund have no other relationship with CIS. To
date such credits have been used to pay for fund accounting
services from Caldwell & Co. and fund auditing services from
Schneider Downs & Co. These commissions paid to CIS generate
non-refundable cumulative credits which are available to pay
certain expenses of the Fund.
FINANCIAL INFORMATION
The 1995 Annual Report for the Fund is incorporated by
reference as an integral part of this Prospectus. The Fund,
which was organized as a Massachusetts Business Trust on
September 21, 1987, had no financial history prior to that
date. A financial statement incorporated as a part of this
Prospectus may include some or all of the following, as
appropriate and/or as required:
1.Statement of Assets and Liabilities
2.Statement of Operations
3.Statement of Changes in Net Assets
4.Schedule of Investments
5.Per Share Statement
6.Supplementary Financial Information, if applicable
7.Notes to Financial Statements
The Fund's most current Financial Statements are provided
simultaneously with this Prospectus and will also be
furnished without charge upon request by calling or writing
the Fund at the address on the cover of this Prospectus.
CAPITAL OF TRUST
Fund capital consists of an unlimited number of shares of
beneficial interest having a par value of $.001 each. When
issued, each share or fraction thereof is fully paid, non
assessable, transferable and redeemable. All shares are of
the same class, and each full share has one vote. The Fund is
one of a series of funds registered as a Massachusetts
Business Trust. As part of a trust, each fund has its own
Board of Trustees which supervise fund activities and review
contractual arrangements. Fractional shares are issued to
three decimal places, but do not carry voting rights. As a
trust, there is no requirement to hold annual shareholder
meetings. However, it is intended that special meetings,
which may be called upon the request of the owners of 10% of
shares outstanding, will be held as needed or required when
and as duly called. Approval of a majority of the shares
outstanding must first be obtained before changing
fundamental policies, to amend the contract with its
investment advisor, to terminate the Fund, or to change any
other items on which shareholders are granted such rights by
law or under provisions of its Declaration of Trust. A
majority of Trustees must have been voted into office by
shareholders even though Trustees may fill vacancies without a
shareholder vote so long as such appointments do not produce a
majority of Trustees holding office. The Fund offers its own
shares exclusively. All shareholder inquiries should be
directed to Muhlenkamp Fund at the address and telephone
number listed on the front of this Prospectus.
CUSTODIAN, AUDITOR, DISTRIBUTOR AND TRANSFER AGENT
Custodian: Star Bank, 425 Walnut Street, Cincinnati, OH 45201-
1118, (513) 632-4603, has been appointed and serves as
custodian of the assets of the Fund. As custodian it is
empowered under agreement as agent for the Fund to hold all
its assets, securities and cash in the name of the bank or in
the bank's nominee name or names, and to accept instructions
for the purchase, sale or reinvestment of the Fund's assets
from the president of the Fund or from its investment advisor.
Auditor: Schneider, Downs & Co., Inc., CPAs, 1133 Penn
Avenue, Pittsburgh, PA. 15222-4205, has been appointed as the
independent certified public accountant and auditor for the
Fund. Neither the firm nor any of its principals or staff
holds any financial interest directly or indirectly in the
Fund.
Distributor: Muhlenkamp & Co., Inc.,12300 Perry Highway,
Wexford, PA 15090-8318, Tel: (412) 935-5520 or (800) 860-3863,
acts as the sole distributor of Fund shares issued. As of the
date of this Prospectus, Muhlenkamp Fund was the only Fund of
the Wexford Trust series registered and in existence.
Transfer Agent: American Data Services, Inc., 24 West Carver
Street, Huntington, N.Y., 11743 Tel: (516) 385-9580 Fax: (516)
385-7909 is the transfer agent for the fund.
The Trust
The Wexford Trust is a Massachusetts Business Trust managed by
its trustees under the laws of the Commonwealth of
Massachusetts. The Wexford Trust was formed on July 6, 1988.
ADVISORY BOARD
Under the terms of Article XI of the trust's Bylaws, the
President of the Fund, with the approval of the Board of
Trustees, may appoint up to 15 individuals to assist the
president and the trustees to define and set overall
investment strategies in an attempt to reach the Fund's
investment objectives as stated. The Trust currently has no
advisory board.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to seek to maximize
the total return to its shareholders through a combination of
income from dividends and interest and from capital
appreciation, consistent with reasonable risk. This objective
cannot be changed without a vote of the shareholders. The
Fund's investments will normally consist of a diversified list
of common stocks. The Fund may also invest in fixed-income or
debt securities from time to time as stock substitutes when
market conditions, in the opinion of the investment advisor,
warrant such a move. Such a market condition occurred in the
early 1980's when corporate interest rates exceeded corporate
returns on equity. Such conditions are unusual; therefore,
the Fund has no expectation of investing in fixed income or
debt investments on a regular or routine basis in significant
amounts. Consistent with the Fund's objective of seeking to
maximize total returns for Fund shareholders, the Fund from
time to time may choose to invest some or all of the Fund's
assets in fixed-income or debt investments, even when not
using them as stock substitutes. Fixed income or debt
securities will customarily be in U.S. Treasuries and
Government Agency securities as well as corporate fixed income
or debt securities rated A or better by one or more of the
major rating services. The Fund may on occasion invest in
below A rated fixed income or debt securities, but it will not
exceed 5% of the portfolio.
Securities rated Baa-BBB have some speculative grade
characteristics and securities rated below BBB are primarily
speculative. Fixed income securities have a set rate of
interest on the face value of the instrument and not
necessarily on the market value. Fixed income securities also
include zero coupon bonds. Zero coupon bonds have no coupon
and receive their return from the accretion in value during
the lifetime of the bond. Because there is no coupon a zero
coupon bond tends to be 2-3 times more volatile relative to
coupon bonds having otherwise similar characteristics.
The advisor's decision making criteria for owning equity
securities uses a combination of corporate returns on equity
and price-to-book value ratios. The advisor seeks equity
securities in which the above criteria indicate to the advisor
that available returns may exceed the current inflation rate
(as measured by the CPI Index) by 4%. Fixed-income or debt
securities may be owned when the yield to maturity exceeds
the current inflation rate by at least 2% and is competitive
with common stock returns as herein defined. Common stocks
acquired will principally be of companies whose securities
are listed on the major securities exchanges, although the
Fund may also purchase selected companies that are traded in
the over-thecounter market.
The investment advisor to the Fund does not subscribe to the
philosophy that securities can be acquired and held forever,
but instead believes that securities markets, as well as
industries and companies, can be cyclical in nature as a
result of inherent industry, corporate, or even international
factors, such as technological, economic, monetary, social or
political forces, either alone or in combination with one
another. The life span of such cycles will vary and may be
long or shortterm. For these reasons, the advisor places
emphasis on a business-like evaluation of current conditions
and studies market history to get a better understanding of
security values under different conditions, but does not try
to apply historical evaluation methods directly to today's
markets. While shortterm swings in the marketplace are not
ignored, they are subordinated by the Fund's advisor to the
quest for long-term values.
Diversification is believed by the advisor to be a key
investment factor. The advisor recognizes that the proportion
of classes of securities to be held at any given time may
vary, depending upon economic and market conditions then
existing. The relationship of money instruments, bonds and
stocks in the Fund's portfolio will change as the advisor
perceives these conditions.
Basic investment goals the investment advisor shall bear in
mind as it seeks to maximize the Fund's total return to
shareholders are: (1) to preserve capital; and (2) to
achieve its return expectations without subjecting the
portfolio to unacceptable business or market risks.
It is the opinion of the advisor that maximum total returns
are achievable when common stocks can be purchased at a
discount from their true business worth. Specifically, the
Fund will seek to invest its assets in companies that may have
some or all of the following characteristics compared to the
companies comprising a major market index like the Standard &
Poor's 500:
(a) low price-to-earnings multiples based upon current
and/or potential future estimated earnings of the company;
(b) high total returns on equity capital; and (c) a market
price per share that the advisor deems attractive relative
to its per share book value -- an accounting measure of
economic
worth. Although the objective is to select stocks with these
characteristics, the advisor is aware that it is unrealistic
to assume that each selection will have all of the above
characteristics.
If the advisor is unable to locate investments for the Fund
that meet such criteria within then-existing market or
economic conditions, the Fund will adopt a temporary defensive
position where it is intended that some or all of Fund assets
will be "parked" in high grade money market instruments, such
as bank certificates, U.S. Treasury Securities, or other
similar types of short-term debt obligations.
When maintaining a cash position the Fund plans to utilize
computerized cash management services offered by its
custodian, which services presently include reinvesting
overnight and short term cash balances in shares of other
registered investment companies, better known as "money
market funds". The Fund will not be acquiring such shares as
permanent investments but rather will be utilizing such
services solely for convenience and efficiency as it tries to
keep short term moneys invested at interest only until such
time as more permanent reinvestments can practically be made
in the ordinary course of business. Cash will be held
pending the purchase, sale or reinvestment of the Fund's
assets.
While it is the intention of the Fund to seek to achieve an
objective of maximum total return to shareholders, there can
be no assurance to an investor that it will be able to do so.
An important element of this investment approach requires
that movement of monies from one kind of investment to another
be correctly timed by the advisor, which will not always be
possible. Investors in the Fund should be aware that
incorrect allocation of Fund assets between equity and fixed-
income or debt securities could result in the Fund having a
substantial portion of its assets in equity securities when
prices are decreasing or a substantial portion in fixed-income
or debt securities when prices of equity securities are
increasing. Investors should also be aware of the risks
inherent when investing in common stocks, which risks include
the senior right of lenders ahead of claims of common
shareholders upon liquidation of the issuing company, as well
as the risk that dividends may not be earned, declared or paid
by directors, which may in turn cause significant fluctuations
in share market prices.
The Fund retains the right to diversify its investment
portfolio by investing and reinvesting assets from time to
time only in issues as necessary to be in conformity with the
Investment Company Act of 1940, and to retain the Fund's
qualification under Subchapter M of the Internal Revenue
Code. (Please refer to Federal Income Tax section of this
Prospectus for further details.)
The Fund may not lend its assets to any person or individual.
The Fund may not invest in warrants in excess of 5% of the
Fund's Net Assets.
No more than 2% of the Fund's net assets may be invested in
warrants not listed on the NY or American Stock Exchanges.
Under normal market conditions the Fund may not hold more than
15% of net assets in illiquid securities.
Panic or program selling, such as occurred in October 1987 are
viewed as abnormal market conditions.
Additional restrictions the Fund has imposed upon itself are
contained in its Statement of Additional Information, which is
on file with the Securities and Exchange Commission and
available to shareholders upon request and without cost from
Wexford Trust by telephoning or writing the Trust or the Fund
at the phone number/address shown on the front cover of this
Prospectus.
RISK FACTORS
The investment objective of the Fund is to seek to maximize
the total return to its shareholders through a combination of
income from dividends and interest and from capital
appreciation, consistent with reasonable risk. The focus is
long-term. The classes of investment vehicles permitted are
fairly broad; including stocks, bonds, cash equivalents and
other investment companies. The purpose of the breadth is to
allow flexibility in managing the assets, but this flexibility
also entails the risk that assets will be invested in various
classes of securities at the wrong time and prices. This risk
is in addition to the risks inherent in each class of
securities and is in addition to the short-term price risks
(volatility) which often accompany a long-term approach to
investing. The value of fixed-income or debt securities
generally varies inversely with interest rates.
INVESTMENT ADVISOR
The Fund retains Muhlenkamp & Co., Inc. a Pennsylvania
corporation principally owned by Ronald H. Muhlenkamp, as
investment advisor under an annual contract. Muhlenkamp &
Co., located at 12300 Perry Hwy, Wexford, Pennsylvania, 15090,
and the Fund share facilities, space and staff with each
other.
The advisor is registered with the Securities and Exchange
Commission under the Investment Advisors Act of 1940, and with
the Pennsylvania Securities Commission, Harrisburg,
Pennsylvania. Accordingly, the advisor files periodic
reports with both agencies, which are available for public
inspection. Although Ronald H. Muhlenkamp had prior
experience as an analyst with Integon Corporation, an
insurance holding company that managed assets for a regulated
investment company, Muhlenkamp & Co., has not previously
advised a managed investment company. Mr. Ronald H.
Muhlenkamp is the principal officer and investment
professional at Muhlenkamp & Co., Inc. and the Fund. The
advisor receives a fee from the Fund equal to 1% per
annum of the average daily market value of its net assets.
Although the rate is higher than fees paid by most other
investment companies, it is generally believed by the advisor
to be in line with fees charged by advisors to other funds
having similar objectives.
Under terms of the advisory agreement, total Fund expenses
cannot under any circumstances exceed 2% of the Fund's net
assets. Should actual expenses incurred ever exceed the 2%
limitation, such excess expenses shall be paid by the advisor.
Should the net assets of the Fund exceed $100 Million, total
Fund expenses shall be limited to 1.5% of the assets over $100
Million. Any excess expenses shall be paid by the advisor.
The investment management history of Muhlenkamp & Co.,Inc. and
its principal, Ronald H. Muhlenkamp, includes serving as
portfolio manager and/or investment advisor to corporations,
individuals, pension and profit-sharing plans and endowment
funds. Mr. Muhlenkamp has been active without interruption
since 1970 in the field of investment research and/or
portfolio management, both privately and as an officer in
charge of
management of corporate monies. As of the date of this
Prospectus, Muhlenkamp & Co., Inc. is under contract to
provide investment management and advice to individual and
institutional clients, in addition to the Fund, having
assets approximating $70 million at current market value.
Mr. Muhlenkamp holds an engineering degree from
Massachusetts Institute of Technology, an MBA from Harvard
Business School and he has earned the Financial Analyst
Federation's designation as a "Chartered Financial Analyst".
HOW TO BUY SHARES
Investors may begin an investment in Fund shares with as
little as US $200 (no minimum for an IRA), simply by
completing an application blank (form enclosed), signing it,
and then returning it to Muhlenkamp Fund, P.O. Box 799,
Cincinnati, Ohio, 45264-0799 along with a check made payable
to the "MUHLENKAMP FUND". Certified checks are not
necessary. All purchases will be made WITHOUT ANY SALE
CHARGES on the business day your properly completed
application and check are in the Fund's possession. Purchase
of shares for your account on the day of acceptance will be
made at the Net Asset Value ("NAV") per share calculated as
of that same day. The NAV is calculated for each day as of
the close of business on the New York Stock Exchange (now
4:00 p.m.) and on such other days as there is sufficient
trading in the Fund's portfolio of securities to materially
affect its NAV per share.
Securities in the Fund's portfolio will ordinarily be valued
based upon market quotes. If quotations are not available,
securities or other assets will be valued by a method which
the Trustees believe most accurately reflects fair value. The
NAV per share is determined at each calculation by dividing
the total market value of all assets, cash and securities
held, less liabilities, if any, by the total number of
shares outstanding that day. The Fund reserves the right
to reject purchase applications or to terminate the offering
of shares made by this Prospectus if in the opinion of the
Board of Trustees such termination and/or rejection would be
in the interest of shareholders. In the event your check does
not clear, your order(s) will be canceled and you may be
liable for losses or fees incurred, or both. For all
subsequent purchases after an initial investment in Fund
shares, a minimum purchase of US$100 is required, except for
IRA accounts, for which no limit is applied. Purchases may be
made by mail to: Muhlenkamp Fund, P.O. Box 799, Cincinnati,
Ohio, 45264-0799. No telephone purchases are permitted at
this time.
In order to accommodate IRA investments and IRA rollovers,
which are often odd amounts, the Fund offers to all IRA
participants the right to invest or rollover such IRA monies
in Fund shares in any amount that is eligible or allowed
under current Internal Revenue Service rules, without regard
to any minimum that is imposed on non-IRA accounts.
All shares purchased will be held in an account that is opened
and maintained by the Fund for each shareholder and no share
certificates will be issued by the Fund. All shareholders, by
law, are entitled to ask to have share certificates issued.
Due to the inconvenience, costs, and additional work involved
with issuing certificates, shareholders are being strongly
encouraged to have all shares held in an account maintained by
the Fund itself, as has become the custom within the mutual
fund industry. Should the Fund be required to issue
certificates, it intends to request that the requesting
shareholder, if possible, redeem all shares of the Fund and
close the account rather than issue certificates, the physical
issuing of which has become impractical, uneconomic and
difficult to maintain when all Fund activities are
electronically processed. Each shareholder account will be
credited with and will hold all shares purchased and issued,
including shares issued on payment date as a result of the
automatic reinvestment of dividends and/or capital gain
distributions. Shareholders may request dividends and
distributions be paid in cash in lieu of shares simply by
making a request in writing, addressed to the Fund at its
current address.
Those investors desiring distributions in cash rather than in
additional shares should make such request in writing, which
request the Fund must reasonably be able to authenticate to
the complete satisfaction of the Fund. Purchasers may
telephone the Fund at (412) 935-5520 or (800) 860-3863, or
write to the address shown on the front cover of this
Prospectus to obtain further information regarding dividend
distributions. Fractional shares will be allocated to each
share account for all purchases and redemptions, including
reinvested distributions. For example, if a purchase of
$1,000 is made at a NAV of $11.76 per share, a total of 85.034
shares will be credited to your share account on the purchase
date. Fractional shares are disregarded for all voting
purposes.
AUTOMATIC INVESTMENT PROGRAM
The Fund offers an Automatic Investment Plan which allows
shareholders to authorize the Muhlenkamp Fund to debit their
bank account for the purchase of Muhlenkamp Fund shares.
Investments can be made at least monthly by automatically
deducting $50 or more from the shareholder's bank account.
To participate in the automatic investment plan, a Muhlenkamp
Fund Account must be opened with a minimum of $200 (IRAs
included). To establish an Automatic Investment Plan for a
Muhlenkamp Fund account, complete the Muhlenkamp Fund
Automatic Investment Application and include a voided,
unsigned check or a savings deposit/withdrawal slip from the
bank account to be debited. Additional information pertaining
to the Automatic Investment Plan is in the Statement of
Additional Information which is available upon request.
HOW TO REDEEM SHARES
As an "Open-End" fund, the Fund offers to stand ready to
redeem AT NO CHARGE all or any portion of your shares on any
day that a NAV is calculated and the price paid to you will be
the NAV per share next determined after the Fund receives
your request for redemption. No telephone arrangements to
redeem shares are being offered by the Fund at this time. All
redemption requests must be in writing, signed by the owner(s)
in the exact same way as the shares are registered shown on
the corporate records and mailed to: Muhlenkamp Fund, C/O
American Data Services, Inc. 24 West Carver Street,
Huntington, N.Y. 11743. If share certificates have been
issued, the signature(s) on any issued share certificates
must be guaranteed by an official of a commercial bank or of a
member firm on the New York Stock Exchange. If a share
certificate was issued, it must be deposited with the Fund
before a redemption can be completed, along with all
necessary legal documentation, including but not necessarily
limited to, a written redemption request that has been signed
and the signature guaranteed as above indicated. Payment for
redeemed shares will normally be made by the Fund the next
business day immediately following the redemption date. The
Fund may take up to 7 calendar days to make redemption
payments.
Shareholders participating in the Automatic Investment Plan
may have the proceeds of their redemption deposited directly
into the account previously designated on the Automatic
Investment Application. Under most circumstances, payments
will be transmitted on the third business day or no later than
7 calendar days following receipt by the Muhlenkamp Fund of a
valid request for redemption.
Any regular, non-IRA shareholder whose share account value
falls below a minimum investment amount of $100 based upon
the actual dollar amount invested (i.e., not affected by
changes in market value of the securities held by the Fund)
may be provided written notice by the Fund of its intention to
involuntarily redeem such share position. Shareholders
receiving such notice who wish to maintain their investment in
the Fund may do so by investing additional monies to at least
raise the total investment account to $200. A reasonable time
period, not to be less than 60 days, will be allowed
shareholders to make this decision prior to redemption. The
Fund may delay payment of redemption proceeds until it has
determined that the purchase check has cleared which may take
up to 15 calendar days. Although the Fund makes no redemption
charge for shares redeemed, regardless of the time since date
of purchase, it reserves the right to refuse or discontinue
sale of shares to any investor who, in the opinion of the
Fund, is or may, by frequent or short-term purchase and
redemption request practices or by other actions, disrupt
normal Fund operations or who otherwise, by carrying out such
practices, could adversely affect the interests of the Fund
or its shareholders.
The owner of Fund shares valued at $5,000 or more at the time
of purchase may direct that the Fund pay a systematic monthly
withdrawal of any amount to any designated payee by simply
making such request in writing, signed by the owner(s) in the
exact same way as the shares are registered on the books of
the Fund. Requested withdrawals will require that shares be
redeemed as necessary each month to raise proceeds
sufficient to make such payments as close as possible to the
first day of each month. Redemption of shares, whether for
normal voluntary or involuntary redemptions or for
systematic monthly withdrawal purposes, will result in the
shareholder realizing gains or losses for income tax purposes.
Proceeds from redemptions will normally be mailed to
shareholders at the address to which the account is registered
by the Fund or to properly designated payees. Systematic
withdrawals for the purpose of making monthly payments may
reduce or exhaust an account. The right is reserved to
amend systematic monthly withdrawals any time on thirty days
written notice, which may be terminated at any time by the
investor or by the Fund with proper notice.
PORTFOLIO TRANSACTIONS
The policy of the Fund is to limit portfolio turnover to
transactions necessary to carry out its investment policies
and/or to obtain cash, as necessary, for redemptions of its
shares. The Fund's portfolio turnover rate, which is the
lesser of the total purchases or sales on an annualized basis,
divided by the average total market value of the assets held,
will vary from period to period depending upon market
conditions. The fund has had an average turnover rate of 31%
over the last 7 years. It is anticipated the Fund will
generally not exceed a turnover rate of 100% per year in
normal market conditions. High portfolio turnover incurs
additional brokerage costs and creates portfolio gains or
losses, which affect shareholder return rates and taxes.
Refer to sections
herein entitled "Broker Allocations" and "Federal Income
Tax" for more information on these subjects.
BROKER ALLOCATIONS
The placement of orders for the purchase and sale of
portfolio securities will be made under the control of the
President of the Fund, subject to the overall supervision of
the Board of Trustees. All orders are placed at the best
price and best execution obtainable, except that the Fund
shall be permitted to select broker-dealers who provide
economic, corporate and investment research services if in
the opinion of the Fund's management and Board of Directors,
such placement serves the best interests of the Fund and its
shareholders.
FEDERAL TAX STATUS
It is intended that the Fund will elect and qualify for
the special treatment afforded a "regulated investment
company" under subchapter M of the Internal Revenue Code.
Accordingly, in any fiscal year in which the Fund distributes
substantially all of its taxable net income and otherwise
qualifies as a regulated investment company, it will be
relieved of paying federal income taxes. Dividends paid to
shareholders by the Fund are in effect distributions of its
investment income. Capital gains as well as dividends of
investment income are taxable to shareholders, regardless of
whether a shareholder chooses to take them in cash or
receives them as additional shares. Distributions by the Fund
to its shareholders of long and short-term capital gains
realized, if any, retain their character as capital gains.
Long-term capital gains are currently taxed differently from
investment income and shortterm capital gains. From the
standpoint of the shareholder who requests redemption of
shares by the Fund, as of the date of this Prospectus, the tax
treatment of any gain or loss realized may be treated
differently from ordinary investment income. Because tax rules
are changing, advice from shareholder's own tax counsel is
recommended regarding the taxability of Fund distributions and
the deductibility of Fund expenses. For tax purposes, the
Fund will notify all shareholders as soon as possible after
the end of each calendar year of all amounts and types of
dividends and distributions paid out and the amount of the
shareholder's allocable share of investment expenditures.
IRA AND RETIREMENT ACCOUNTS
Any employed individual and her or his spouse may open one
or more Individual Retirement Accounts ("IRAs") each, the
number and amounts limited only by the maximum allowed
contribution per year. Existing IRA accounts of any amount
may also be "rolled over" at any time into a new "self-
directed IRA" account invested in Fund shares. The Fund's
custodian, Star Bank, is empowered and agrees to act as
custodian of all shares purchased. Monies deposited into
an IRA account with the Fund may only be invested in its
shares upon the filing of the appropriate forms. The forms
and disclosures needed before investing IRA monies in Fund
shares may be obtained by telephone at (412) 935-5520 or
(800) 860-3863, or in person or by written request mailed to
the address shown on the front cover of this prospectus.
There are fees associated with maintaining or closing an
individual retirement account. A fee schedule is attached to
all IRA applications. All fees are subject to change at any
time. Monies deposited into other types of profit-sharing,
pension or retirement plans, including Keogh accounts, may
also be invested in Fund shares. However, the qualification
and certification of such "Plans" must first be pre-arranged
with the investor's own pension or tax specialists who would
assist and oversee all plan compliance requirements.
Although the Fund will endeavor to provide assistance to those
investors interested in establishing such plans, it neither
offers nor possesses the necessary professional skills or
knowledge regarding the establishment, compliance or
maintenance of retirement plans. Therefore, it is
recommended that professional counsel be retained by the
investor before investing other than IRA plan monies in Fund
shares.
Appendix
Bond Rating Categories as Defined by Standard & Poor's are
quoted in part and inserted herein for the information of
potential investors in the Fund as a reference as follows:
"A S&P's corporate or municipal debt rating is a current
assessment of the creditworthiness of an obligor with respect
to a specific obligation. This assessment may take into
consideration obligors such as guarantors, insurers or
lessees. The debt rating is not a recommendation to purchase,
sell or hold a security inasmuch as it does not comment as to
market price or suitability for a particular investor.
The ratings are based on current information furnished by
the issuer or obtained by S&P's from other sources it
considers reliable. S&P's does not perform any audit in
connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or
availability of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I.Likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of
principal in accordance with the terms of the obligation;
II. Nature of and provisions of the obligor;
III. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or
other arrangement under the laws of bankruptcy and other laws
affecting creditors rights.
AAA - Debt rated AAA has the highest rating assigned by
S&P's. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the highest rated issues
only in small degree.
A - Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher
rated categories. BB,B,CCC,CC,C - Debt rated BB,B,CCC,CC, and
C is regarded, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
CI - The rating is reserved for income bonds on which no
interest is being paid.
D - Debt rated D is in default, and repayment of interest
and/or repayment of principal are in arrears.
NR - indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy."
STATEMENT OF ADDITIONAL INFORMATION
for
MUHLENKAMP FUND
May 1, 1996
MUHLENKAMP FUND [the "Fund"], a series of the Wexford
Trust, is an open-end diversified management investment
company organized as a business trust.
This Statement of Additional Information is not a
Prospectus but rather should be read in conjunction with
the Prospectus dated the same date, a copy of which may be
obtained without charge from the Fund by calling or
writing its corporate offices at the address and
telephone numbers herein noted.
Table of Contents
Page
Investment Objectives and 2
Policies................................................
.....................................................
Investment 3
Restrictions............................................
........................................................
..................
Non-Fundamental Investment 4
Restrictions............................................
.............................................
History and Background of Investment 4
Advisor.................................................
.................................
Board of Trustees and 5
Officers................................................
........................................................
...
Investment Advisory 6
Board...................................................
........................................................
.....
Brokerage 6
Allocations.............................................
........................................................
...................
Net Asset Value 6
Calculation.............................................
........................................................
..........
Purchase of 7
Shares..................................................
........................................................
...................
Redemption of 8
Shares..................................................
........................................................
...............
Federal Tax 8
Status..................................................
........................................................
....................
Capital 9
Structure...............................................
........................................................
.........................
Performance 9
Data....................................................
........................................................
...................
Financial 9
Information.............................................
........................................................
....................
Custodian: Investment Advisor: Transfer Agent
Star Bank Muhlenkamp & Co., Inc. American Data
Services,
425 Walnut 12300 Perry Highway Inc.
Street Wexford, PA 15090-8318 24 West Carver Street
Cincinnati, OH Tel: (412) 935-5520 or Huntington, N.Y. 11743
45201-1118 (800) 860-3863 Tel: (516) 385-9580
(513) 632-4603 e-mail: Fax: (516) 385-7909
[email protected]
Investment Objective and Policies
It is the intention of the Fund to attempt to maximize total
returns for its shareholders by seeking income from dividends
and interest as well as capital gains from increases in the
value of its investments. Investments will be in common stocks
most of the time unless the stock market environment has risen
to a point where the advisor to the Fund, Muhlenkamp & Co.,
Inc., ("MCI"), can no longer find equity securities that have
been determined to be undervalued. During such periods
investments will be made in fixed-income or debt investments
until such time as more attractive common stocks can be found
for purchase.
MCI believes that the success of a stock is dependent upon and
invariably a reflection of the quality of management.
Therefore, the Fund spends time in an attempt to assess
management's ability prior to making a commitment to its shares
with Fund assets. The assessment may include an analysis of
historical financial achievements of the company, direct
discussions with management by telephone or in person,
visitations to the company, conversations with security
analysts who actively follow the company for investment
brokerage firms, and discussions with competitors, suppliers,
and customers of the company. While MCI feels this assessment
technique to be clearly instrumental to the success of the
investment, it should be recognized that judgments made by MCI
are purely subjective in nature. Therefore, there can be
no assurance that MCI will be successful in achieving its
investment objectives for the Fund.
It is MCI's belief that the objective of maximizing total
return to shareholders can only be achieved consistently over a
long investment horizon. Typically, this will mean that a
stock may be held for a three-to-five year period or longer if
MCI, by its own determination, feels that the recognition of
true business worth has not yet been attained in the stock's
current market quotation. Thus, the Fund serves little purpose
for investors who wish to take advantage of short-term
fluctuations in its net asset value per share.
Consistent with MCI's objective of seeking to maximize total
returns for Fund shareholders, MCI from time to time may also
choose to invest some or all of the Fund's assets in fixed
income or debt investments of the types more fully described
in the Fund's Prospectus dated this same date. Such
investments will be purchased and held during periods when MCI
is unable to find stocks that it believes have return
expectations commensurate with the risks that must be assumed
by their continued retention. (More detailed information
regarding certain types of fixed investment restrictions is
contained in the Fund's Prospectus dated this same date.)
MCI recognizes that while the Fund remains small in size
(less than $100 million in total assets at current market),
MCI may have greater flexibility in achieving its objective of
maximizing total returns. As the Fund grows in size, it may
become more difficult for MCI to find securities to invest in
that meet the objectives of the Fund. This may also occur
during periods when the stock market in general has been rising
for a long period of
time. Therefore, the Fund has reserved unto itself the right
to limit its asset size by discontinuing sales of its shares at
any time. The Board of Trustees of the Fund may suspend sales
whenever in its collective wisdom it believes it necessary in
order for the Fund to continue to adhere to its stated
objective, or that for other reasons it would be in the best
interests of Fund shareholders to do so.
It should be clear to investors in Fund shares that MCI
believes income is important in maximizing total returns. The
Fund's advisor is aware that annual distributions of capital
gains and dividend/interest income earned on shares may result
in a shareholder paying additional federal, state and/or local
income taxes. (For Details, See Federal Tax Status.) Fund
shareholders should understand that when MCI makes investment
decisions, such tax considerations will be secondary to its
objective of attempting to maximize total returns. This
policy is partly based upon a belief by MCI that such taxes
and tax rates have little or no bearing on an individual
company's attractiveness as an investment. It is also founded
on MCI's belief that tax rates in general, are, or should be,
of declining importance to the investment decision-making
process, viewed in its widest sense. Tax deferred portfolios,
like IRA and pension monies, are ideally suited for investment
in shares of the Fund for these reasons.
Although the Trust declares that the Fund is allowed to
write, buy or sell options or futures against its share
positions, the Fund has voluntarily chosen to restrict itself
from engaging in such practices. (See Investment Restrictions
section herein for further detail). Any change in this
investment approach would require share-holder consent by a
majority of the votes cast. It has no plans at this time to
deal in the options markets or to seek authorization from
shareholders to do so.
Investment Restrictions
Under the terms of the By-laws of the Fund on file in its
Registration Statement under the Investment Company Act of
1940, the Fund has adopted certain investment restrictions
which cannot be changed or amended unless approved by the vote
of a majority of its outstanding shares as set forth in
its Bylaws and in accordance with requirements under the
Investment Company Act of 1940. Accordingly, the Fund will
not:
[A] Invest in the purchase and sale of real estate.
[B] Invest in options, futures, commodities or in commodity
contracts, restricted securities, mortgages, oil, gas, mineral
or other exploration or development programs.
[C] Borrow money, except for temporary purposes, and then only
in amounts not to exceed in the aggregate 5% of the market
value of its total assets at the time of such borrowing.
[D] Invest more of its assets than is permitted under
regulations in securities of other registered investment
companies, which restricts such investments to a limit of 5%
of the Fund's assets in any one registered investment company,
and 10% overall in all registered investment companies, in no
event to exceed 3% of the outstanding shares of any single
registered investment company.
Note: As of December 31, 1994, the Fund inadvertently had
invested more than (10%) of its funds in other investment
companies since its funds were placed in the Trust for U.S.
Securities. The Advisor erroneously believed that the fund
received the attributes of the investments of the Trust for
U.S. Securities investments, as it does for tax purposes.
Excess funds will be utilized to directly purchase U.S.
Treasury Securities.
[E] Invest more than 5% of its total assets at the time of
purchase in securities of companies that have been in business
or been in continuous operation less than 3 years,
including the operations of any predecessor.
[F] Invest or deal in securities which do not have
quoted markets.
[G] Neither alone nor with all other series funds of the
Wexford Trust, own more than 10% of the outstanding voting
securities of any one issuer or company, nor will it, with at
least 75% of its total assets, invest more than 5% of its
assets in any single issue, valued at the time of purchase.
This restriction shall not be applicable for investments in
U.S. government or government agency securities.
[H] Invest 25% or more of its total assets valued at the time
of purchase in any one industry or similar group of companies,
except U.S. government securities.
[I] Maintain margin accounts, will not purchase its
investments on credit or margin, and will not leverage its
investments, except for normal transaction obligations during
settlement periods.
[J] Make any investment for the purpose of obtaining,
exercising or for planning to exercise voting control of
subject company.
[K] Sell securities short.
[L] Underwrite or deal in offerings of securities of other
issuers as a sponsor or underwriter nor invest any Fund
assets in restricted securities or issues that have not
been registered under the Securities Act of 1933 for sale to
the general public. (Note: The Fund may be deemed an
underwriter of securities when it serves as distributor
of its own shares for sale to or purchase from its
shareholders.)
[M] Make loans to others or issue senior securities. For
these purposes the purchase of publicly distributed
indebtedness of any kind is excluded and not considered to be
making a loan.
In regard to the restriction marked as item [D] above, the
Fund plans to utilize computerized cash management services
offered by its custodian, which services presently include
reinvesting overnight and short-term cash balances in shares
of other registered investment companies, better known as
"money market funds", whose primary objective is safety
of principal and maximum current income from holding highly
liquid, short-term, fixed investments, principally U.S.
government and agency issues. The Fund will not be acquiring
such shares as permanent investments but rather will be
utilizing such services solely for convenience and efficiency
as it tries to keep short-term monies invested at interest
only until such time as more permanent reinvestments can
practically be made in the ordinary course of business.
Cash will be held pending the purchase, sale or reinvestment
of the Fund's assets. As of December 31, 1994 the Fund shall
limit custodian bank's automatic investment of short-term
funds so as not to "invest" a greater percentage of its assets
than is permitted by regulation, which is presently 5% of its
total assets in securities of any single investment company
nor more than 10% of
its total assets in securities of investment companies
overall.
Non-Fundamental Investment Restrictions
Pursuant to Agreements with State Regulators, the Fund will
not:
A. Invest in Real Estate Limited Partnerships.
B. Invest in warrants in excess of 5% of the Fund's Net
Assets; no more than 2% of the
Fund's net assets may be invested in warrants not listed
on the NY or American Stock
Exchanges.
C. Under normal market conditions the Fund may not hold more
than 15% of net assets in illiquid securities.
D. The investment company may not lend its assets to any
person or individual, except by the purchase of bonds or
other debt obligations customarily sold to institutional
investors. However, portfolio securities may be loaned if
collateral values are continuously maintained at no less
than 100% by "marking to market" daily and the practice is
fair, just and equitable as determined by a finding that
adequate provision has been made for margin calls,
termination of the loan, reasonable servicing fees
(including finders' fees), voting rights, dividend rights,
shareholder approval and disclosure. Such lending of
portfolio securities must also be within the limitations
approved by the Securities and Exchange Commission.
E. In order to avoid any duplicate fees and expenses, should
the Fund invest in securities of other registered investment
companies (see Investment Restrictions [D]), the investment
advisor will rebate to the Fund an amount equal to the total
expenses of the other investment company, prorated for the
time and amount of such investment, up to the amount of
total Muhlenkamp Fund expenses. The amount of the expenses
of the other registered investment company will be based on
its prior year's annual report.
History and Background of Investment Advisor
The investment advisor to the Fund is Muhlenkamp & Co., Inc.,
["MCI"]. The company is a Pennsylvania corporation presently
in business and practicing as an "Investment Advisor" and
registered under the Investment Advisors Act of 1940 with the
Securities and Exchange Commission and with the Pennsylvania
Securities Commission, Harrisburg, PA.
MCI is substantially owned by Mr. Ronald H. Muhlenkamp,
its principal officer, who is also the principal officer and a
trustee of the Fund. MCI was incorporated October 1, 1981,
succeeding a sole proprietorship of the same name which has
been in operation since 1977 continuously offering investment
advisory services under the direction and control of Mr.
Muhlenkamp. MCI's principal activity has been and is to
provide investment advisory and consulting services under
contract to individuals, pension, profit-sharing, IRA and
KEOGH retirement plans, corporations, and non-profit
organizations generally located in the service area that
includes the continental U.S.
Mr. Ronald H. Muhlenkamp, MCI's principal investment
professional, has been employed or active as an investment
advisor since 1970 doing investment research or managing
investment portfolios. He holds responsibilities as President
and Director of MCI and is the principal in charge of all its
investment management and research activities. Mr.
Muhlenkamp completed his undergraduate studies at the
Massachusetts Institute of Technology, holds a Masters of
Business Administration Degree from Harvard Business School,
and is a Chartered Financial Analyst in the Financial Analyst
Federation.
Prior to his forming MCI, Mr. Muhlenkamp served two years with
Berkley Dean & Co., NYC., before spending five years as a
portfolio analyst with Integon Corporation, where he assumed
responsibility for management of its pension account. His
work at Integon afforded him the opportunity for extensive
study of most major investment management practices and
philosophies of the past 30 years. Mr. Muhlenkamp joined C.S.
McKee and Company in 1975, where he spent two years with
responsibilities for over 70 investment portfolios, before
leaving to set up MCI in 1977. He is a member of the Economics
Club of Pittsburgh.
It is the intention of Mr. Muhlenkamp, when advising the Fund,
to follow an approach that is similar to the one he follows in
managing individual portfolios and which has been described
herein and in the Fund Prospectus. One difference is expected
to be that the Fund will be freer to sell stocks when they
reach price targets, regardless of tax implications. This
is so because investment portfolios for individuals tend to be
more constrained by tax considerations than the Fund intends
to be. For this reason, turnover for regulated investment
company portfolios, on average, is higher than for individual
portfolios.
MCI will not invest assets of any other managed account in
shares of the Fund except as directed in writing by a person
unaffiliated with the Fund or with MCI, who has authority to
make such direction. Any investments so directed to be made
in Fund shares will be excluded from managed account assets
for fee purposes. Furthermore, MCI, its officers, directors
and affiliated persons, will refrain from expressing any
opinion concerning the Fund to
any other person or persons over whose assets MCI has
investment advisory responsibilities and for which services it
receives compensation. MCI, as investment advisor to the
Fund, renders such services under a contract that provides for
payment to MCI of a fee, calculated daily and paid monthly,
at the rate of 1% per annum of the Fund's assets. This rate
is consistent with that being charged by MCI to manage its
other client accounts, but is higher than the fee charged by
most other investment companies. The advisory contract
between MCI and the Fund is subject to approval annually
by the Fund's Board of Trustees, including a majority of the
disinterested Trustees, and is terminable upon 30 days
written notice, one party to the other.
All employees of the investment advisor who perform duties for
the Fund shall remain employees of MCI, which shall
bear all employment costs of such staff. If MCI ceases to
operate for any reason or assigns the contract, such
contract is automatically terminated. It is anticipated that
total costs of Fund operation will be restricted by
regulations in those states in which the Fund anticipates
it will seek to be registered. At present this maximum fee
restriction is commonly set at 2% of the total assets of the
company.
Board of Trustees
The names of Board of Trustees of the Fund, as elected
by shareholders at the trust's Annual Meeting of
Shareholders, and their respective duties and affiliations are
as follows:
Name and Address Position With Past Five Year
The Fund Business
Affiliations
and Primary
Occupation
Ronald H. President, Trustee Investment
Advisor
Muhlenkamp* and Principal,
Investment Advisor Muhlenkamp &
and Company, Inc.
12300 Perry Hwy Treasurer & Principal,
Muhlenkamp &
Wexford, PA 15090 Trustee
Co., Inc.
Richard R. Rice Trustee CEO, Rice-
Pittsburgh
436 South Main Co.,Inc.; Sales
Street Representative.
Pittsburgh, PA 15220
Edgar Belle Trustee
Secretary/Treasurer,
Box 250 Monongahela Iron
and
Monongahela, PA Metal Co., Inc.
15063
*Interested persons as defined under
the 1940 Act
Pension or
Retirement
Estimated
Aggregat Benefits Accrued Annual
Name Position e During
Benefits
with Fund Remunera Registrants Upon
tion latest fiscal
Retirement
Year
Ronald H. Trustee & 0 0 0
Muhlenkamp Pres.
Richard R. Rice Trustee 0 0 0
Edgar Belle Trustee 0 0 0
Investment Advisory Board
Although the Fund currently has no advisory board, the By-laws
of each fund series permit the appointment by the President of
up to 15 persons to serve until replaced on an Advisory Board
to assist, if and as requested by Trustees and officers of that
fund and of MCI, to formulate overall investment policies.
Members of this advisory board will either be individuals of
prominence or persons who, in the judgment of the President of
the Fund, may be important to its success and growth. The
duties of members of the Advisory Board shall be totally
external to the daily operation of the Fund itself and such
members shall serve totally at the pleasure of the President.
They will have no direct, active contact with the Fund, they
will have no knowledge of its daily operations nor are they
to be considered control or access persons. They possess only
advisory responsibilities that will be sought by the President,
the Trustees and by MCI from time to time as they alone deem
necessary or desirable.
It is intended, though not a contractual obligation or duty,
that one or more members of this Advisory Board may attend and
address some or all of the meetings of shareholders, as
arranged and that each will be available to the President of
each fund and to MCI from time to time by phone communication,
to render advice and counsel, in hopes that such advice and
counsel will lead to a more successful investment performance.
In the opinion of the advisor the combined experience and
insight of advisory board members tends to support Fund
objectives and is expected to prove useful to the investment
advisor to the Fund. Present advisory board member names,
addresses and affiliations are given in the Prospectus dated
this same day.
Brokerage Allocations
It is the Fund's policy to allocate brokerage business to the
best advantage and benefit of its shareholders. The President
of the Fund and MCI shall be responsible for directing all
transactions through brokerage firms of its choice. Further
to that policy, all securities transactions are made so as to
obtain the most efficient execution at the lowest transaction
cost. Nothing in this policy, however, is to be construed to
prohibit the Fund or MCI from allocating transactions to firms
whose brokerage charges may include the cost of providing
investment research, or other legally permitted services which
the Fund and MCI deem to be necessary and/or valuable to the
successful management of its assets. Each buy or sell order
will be placed according to the type, size and kind of order
involved and as each condition may demand, so as to attempt to
secure the best result for the Fund and its share-holders, all
factors considered.
Net Asset Value Calculation
The net asset value per share is computed by dividing the
aggregate market value of Fund assets daily, less its
liabilities, by the number of portfolio shares outstanding.
Portfolio securities are valued and net asset value per share
is determined as of the close of business on the New York
Stock Exchange ("NYSE"), which currently is 4:00 p.m. (New York
City time), on each day the NYSE is open and on any other day
in which there is a sufficient degree of trading in Fund
portfolio securities that the current net asset value per share
might be materially affected by changes in portfolio securities
values. NYSE trading is closed weekends and holidays, which
are listed as New Years Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving, and
Christmas.
Portfolio securities listed on an organized exchange are valued
on the basis of the last sale on the date the valuation is
made. Securities that are not traded on that day, and for
which market quotations are otherwise readily available, and
over-thecounter and other traded fixed-income or debt
securities for which market quotations are readily available,
are valued on the basis of the bid price at the close of
business on that date. Securities and other assets for which
market quotations are not readily available or have not traded
are valued at fair value as determined by procedures
established by the Board of Trustees. Notwithstanding the
above, bonds and other fixed-income or debt securities may be
valued on the basis of prices determined by procedures
established by the Board of Trustees if it is the belief of
the Board of Trustees that such price determination more fairly
reflects the fair value of such securities. Such procedures
would commonly include pricing on a yield-to-maturity
basis as compared with similarly traded fixed-income or debt
securities. Money market instruments are valued at cost which
approximates market value unless the Board of Trustees
determines that such is not a fair value. The sale of common
shares of any series fund will be suspended during periods
when the determination of its net asset value is suspended
pursuant to rules or orders of the Securities and Exchange
Commission, or may be suspended by the Board of Trustees
whenever in its sole judgment it believes it is in the best
interest of share-holders to do so.
Purchase of Shares
Initial Purchases: Those wishing to purchase common shares of
the Fund for the first time may do so with a minimum
investment of US$200, (no minimum for IRAs and Retirement
Accounts) by filling out an application form, signing it
correctly, then delivering it by mail to: Muhlenkamp Fund,
P.O. Box 799, Cincinnati, Ohio, 45264-0799 A sample copy
of the application form is made a part of the Fund's
Prospectus and is available to prospective investors upon
request to Wexford Trust, which is the sole distributor of
Fund shares. The offering price of such purchases will be at
the net asset value per share next determined after receipt by
the Fund of a valid purchase order. The date on which the
application is accepted by the Fund and the net asset value
determination as of the close of business on that date shall
determine the purchase price and shall normally be the
purchase date for shares. Payment for shares purchased shall
be by check or receipt of good funds by the Fund, which
reserves the right to withhold or reject requests for
purchases for any reason, including uncollectible funds. In
the event of a cancellation of any purchase due to
uncollectible funds, the purchaser shall be liable for all
administrative costs incurred and for all other losses or
charges for such invalid transfer and/or purchase. Certified
checks are not necessary to purchase Fund shares. There shall
be no sales charge for purchase of shares of common stock of
the Fund.
Subsequent Purchases: Purchases of shares made subsequent to
an initial purchase or purchases by a registered shareholder
may be made by mail to Muhlenkamp Fund, P.O. BOX 799,
Cincinnati, Ohio, 45264-0799. All subsequent purchases must
be made in increments of no less than $100, unless you are
participating in the Automatic Investment Plan where $50.00 is
the minimum. (See Automatic Investment Plan.) There is no
minimum purchase amount for IRAs and Retirement Accounts and
such amounts shall be due and payable in good funds to the
Fund on the purchase date. No sales charge shall be made for
subsequent purchases.
Reinvestments: The Fund will automatically reinvest all
dividend distributions to shareholders in additional shares
of the requested fund series at net asset value as next
determined as of the close of business on the payment date of
such dividend distribution, unless otherwise instructed by the
shareholder in writing prior to the record date for such
distributions.
Fractional Shares: When share purchases or redemptions are
made or when cash is requested by a shareholder, shares will
be issued or redeemed respectively, in fractions of a share,
calculated to the third decimal place. (Example: $1,000
invested in shares at a net asset value of $11.76 per share
will purchase 85.034 shares.)
Issuance of Share Certificates: All shareholders, by law,
are entitled to ask to have share certificates issued. Due to
the inconvenience, costs, and additional work involved with
issuing certificates, shareholders are being strongly
encouraged to have all shares held in an account maintained by
the Fund itself, as has become the custom within the mutual
fund industry.
Automatic Investment Plan: The Automatic Investment Plan
allows shareholders to authorize the Muhlenkamp Fund to debit
their bank account for the purchase of Muhlenkamp Fund shares.
Investments can be made at least monthly by automatically
deducting $50 or more from the shareholder's bank account.
In order to participate in the Automatic Investment Plan an
account in the Muhlenkamp Fund must be opened with a minimum
of $200 (IRAs included) and an application for automatic
investment must be completed. Cancellation of the automatic
investment plan or changes to the amount or frequency of the
automatic purchase may be made at any time, by notifying the
Muhlenkamp Fund in writing at least 5 days before the order is
effective.
Shares will be purchased at the price next determined
following receipt of funds by the Muhlenkamp Fund. The
Muhlenkamp Fund will send a confirmation for every
transaction, and a debit entry will appear on the
shareholder's bank statement. In the event of a cancellation
of any purchase due to uncollectible funds, the purchaser
shall be liable for all administrative costs incurred and for
all other losses or charges for such invalid transfer and/or
purchase.
To establish an automatic investment plan for a Muhlenkamp
Fund account, complete the Muhlenkamp Fund Automatic
Investment Application and include a voided, unsigned check or
a savings deposit/withdrawal slip from the bank account to be
debited. This service will become effective 15 days after the
Muhlenkamp Fund receives the Automatic Investment Application
in good order.
Redemption of Shares
Shareholders may sell all or a portion of their shares to the
Fund on any day a NAV is calculated and such redemptions will
be made in the manner as described in detail in the Fund's
Prospectus dated this same date. All normal voluntary,
involuntary or Systematic Monthly Withdrawal redemptions are
subject to the terms and conditions as set forth in the
prospectus.
All shareholders, by law, are entitled to ask to have share
certificates issued. Due to the inconvenience, costs, and
additional work involved with issuing certificates,
shareholders are being strongly encouraged to have all shares
held in an account maintained by the Fund itself, as has
become the custom within the mutual fund industry. If share
certificates are issued for any reason, however, and are held
by a shareholder requesting the Fund to redeem shares, it is
required that such share certificates first be delivered in
person or by mail to the Fund in good form for transfer,
signed and containing a proper signature guarantee by an
official of a commercial bank or a New York Stock Exchange
member firm, before redemption can take place and payment
for shares made to any redeeming shareholder. The Fund shall
have the right to refuse payment to any registered shareholder
until all legal documentation necessary for a complete and
lawful transfer is in the possession of the Fund or its
agents, to the complete satisfaction of the Fund and its Board
of Trustees.
Shareholders participating in the Automatic Investment Plan
may have the proceeds of their redemption deposited directly
into the account previously designated on the Automatic
Investment Application. Under most circumstances, payments
will be transmitted on the third business day or no later than
7 calendar days following receipt by the Muhlenkamp Fund of a
valid request for redemption.
Federal Income Tax
It is intended that the Fund qualify for and elect the special
tax treatment afforded a "regulated investment company"
under subchapter M of the Internal Revenue Code. To qualify,
the Fund must: (1) Make an election to be a regulated
investment company; (2) invest and re-invest so that at least
90 percent of its gross income is derived from dividends,
interest, payments with respect to securities loans, and
gains from the sale or other disposition of stocks or
securities; (3) Invest and reinvest so that less than 30
percent of its gross income is derived from the sale or other
disposition of stock or securities held for less than three
months; (4) Satisfy certain diversification requirements
with respect to its assets at the close of each quarter of the
taxable year; (5) Distribute to its shareholders substantially
all of its ordinary and capital gain net income.
Dividends paid out as distributions to Fund shareholders are
derived from interest and dividends it receives and from any
net capital gains the Fund may realize during the calendar
year. Dividends derived from investment income are taxable to
shareholders at ordinary income tax rates when received,
regardless of whether received as cash or as additional
shares. The information Fund shareholders will require in
order to correctly report the amount and type of dividends
and distributions on their tax returns will be provided by the
Fund early each calendar year, sufficiently in advance of the
date for filing a calendar year return. To avoid the Fund
having to withhold a portion of your dividends, it is
necessary that you supply the Fund with needed information,
including a valid, correct Social Security or Tax
Identification Number.
A regulated investment company must also provide a written
statement on or before January 31 of the subsequent year
containing the following information: The name and address of
the regulated investment company; the name and address of
the shareholder; a statement indicating that the pass-through
entity is required to report the amount of the allocable
affected expenses pursuant to Regulation Section
1.67(n)(i)(i); the amount of income deemed distributed to the
investor; and the amount of expenses required to be allocated
to the investor.
Capital Structure
Under the terms of the Trust's Declaration of Trust, each Fund
shareholder has one vote per share of beneficial interest in
the Trust. A majority of shares, voting in accordance with
the terms as set forth in the Declaration and bylaws: (1)
elects a majority of Fund Trustees; (2) must approve advisory
contracts; (3) can terminate the Trust; and 4) generally
holds powers to determine and/or approve or disapprove
fundamental Fund policies. Required shareholder approvals
shall be obtained at annual or special meetings duly called
and held for such
purposes. Trustees are elected to office for an indefinite
term and are charged with the responsibility of over- seeing
the day to day operation and affairs of the Fund for
shareholders. Trustees may appoint persons to fill vacancies
without a meeting or shareholder approval, so long as a
majority of Trustees then serving have been elected by
shareholders.
Performance Data
The average total return quotations for 1, 5, and 10 years
ending on 12/31/95 are as follows. It equates the initial
amount to the Ending Redeemable Value: P(1+T)^n=ERV.
P = Initial Purchase of $1,000
T = Average Annual Total Return for the period.
n = Number of Years in the period.
ERV = Ending Redeemable Value at end of applicable 1, 5, and
10 year periods, or fraction thereof.
Period Initi Average Ending Redeemable
al Annual Value
Purch Return (12/31/95)
ase
1 Year $1,00 32.96% $1,330
(since 0
12/31/95)
5 Years $1,00 19.66% $2,453
(since 0
12/31/91)
Since $1,00 12.94% $2,391
Inception 0
(11/1/88)
The Fund measures performance in terms of total return, which
is calculated for any specified period of time by assuming the
purchase of shares of the Fund at the net asset value at the
beginning of the period. Each dividend or other distribution
paid by the Fund during such period is assumed to have been
reinvested at the net asset value on the reinvestment date.
The shares then owned as a result of this process are valued
at the net asset value at the end of the period. The
percentage increase is determined by subtracting the initial
value of the investment from the ending value and dividing the
remainder by the initial value.
The Fund's total return shows its overall dollar or percentage
change in value, including changes in share price and assuming
the Fund's dividends and capital gains distributions are
reinvested. A cumulative total return reflects the Fund's
performance over a stated period of time. An average annual
total return reflects the hypothetical annually compounded
return that would have produced the same cumulative return if
the Fund's performance had been constant over the entire
period. Total return figures are based on the overall change
in value of ahypothetical investment in the Fund. Because
average annual
returns for more than one year tend to smooth out variations
in the Fund's return, investors should recognize that such
figures are not the same as actual year -by-year results.
Financial Information
The Fund's most current Financial Statements are provided to
all as part of the Prospectus and will also be furnished
without charge upon request by calling or writing the Fund at
the address on the cover of this Prospectus. The annual
report contains further information about the Fund's
performance.
PART C
RE REGISTRATION OF MUHLENKAMP FUND OF THE WEXFORD TRUST
==============================================================
=
Item 24. (a) Financial Statements.
*1. Financial Statements with Notes. The Fund's
annual report for the fiscal year ending
December 31, 1995 are being sent with the Prospectus and are
not sent with the Statement of Additional Information.
(b) Exhibits.
** 1. Code of Ethics
** 2. Declaration of Trust, State of Massachusetts
** 3. Trust by-laws, Including Indemnification Clause
** 4. Specimen Stock Certificate
** 5. Investment Advisory Contract
* 6. Agreement with Custodian Bank
** 7. Legal Opinion re Issuance of Shs. Bene. Int.
** 8. 20 Signed Original Investor Subscriptions
** 9. Specimen IRA Account Opening Form
* 10. Auditors Consent To Publish
Financial Statements
11. Copies of any other Opinions, appraisals or
Rulings and Consents to the use thereof
relied in the preparation of the registration statement.
(NOTE: All Item 24 exhibits have been or will be
provided as follows:
* Enclosed herewith
** Previously submitted in the registration
filed 11/15/88
Item 25. Persons Controlled by or Under Common Control with
Registrant.
None
Item 26. Number of Holders of Securities at December 31,
1995
is as follows;
Title of Class Number of Record
Holders
Shares of Beneficial
Interest 2695
Item 27. By-Laws Article XI, Indemnification of Officers
and Trustees:
(Indemnification Provision included herein by Reference
Article IV, Section 4.2 of
Declaration of Trust, included as an exhibit to the
Registration Statement filed 11/15/88, a copy of which
indemnification provision is attached as an exhibit
hereto,
which in summary provides that Trustees and Officers of
Wexford Trust-Muhlenkamp Fund shall be eligible to be
indemnified by the Trust for claims filed against them
by
virtue of their acting in that capacity, excepting or
willful misconduct, breach of trust, bad faith, gross
negligence or reckless disregard of their official
duties and responsibilities.)
In addition, the investment Advisory Contract provides
that the Advisor will not be held liable for mistakes
in judgment unless the Advisor is guilty of willful
misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless
disregard of its obligations under the Investment
Advisory Contract.
"Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted by
directors, trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against
public policy as expressed in the Act and may therefore
be unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a director, trustee, officer or controlling
person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue."
In respect to indemnification provisions, the Trust
will comply with Securities Act of 1933 releases #7220
and 11330.
Item 28. Business and Other Connections of Investment
Advisor.
none
Item 29. Principal Underwriters.
Fund shares self-distributed
Item 30. Location of Accounts and Records.
American Data Services, Inc.
24 West Carver Street
Huntington, N.Y. 11743
Item 31. Management Services.
None. Not applicable
Item 32. Undertakings None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940 the registrant has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the
Village of Wexford, the State of Pennsylvania, this 1st day
of May, 1996.
/s Ronald H. Muhlenkamp
Wexford Trust By Ronald H. Muhlenkamp, President
BY: /s Ronald H. Muhlenkamp
Ronald H. Muhlenkamp, President &
Trustee
BY:/s Edgar Belle
Edgar Belle, Trustee
BY:/s Richard R. Rice
Richard R. Rice, Trustee
MUHLENKAMP FUND APPLICATION
NAME OF APPLICANT
________________________________________________________________
Joint Tenant _______________________________________________
Social Security Number ________________________________________
Name of Co-Applicant
___________________________________________________________________
1 The account registration will be joint tenants with right of
survivorship unless otherwise specified.
2 Only one Social Security Number is needed for tax reporting.
Gift to__________________________________________________________ as
custodian for_____________________________________________________
a Minor________________________________________________________ under
the___________________ Uniform Gifts/Transfer to Minors Act.
A Trust___________________________________________________________ as trustee
for_________________________________________________________
under
agreement dated______________________________________________
Individual
Retirement
Account
My initial investment is a(n): IRA contribution for Tax Year 19 ____
Simplified Employee Pension-IRA (SEP-IRA)
contribution for Tax Year 19____
Rollover
or transfer from: (Check One)
Another IRA Employer-sponsored retirement
plan
SEP-IRA IRA Rollover [funds previously
received from
a distribution from an employer-
sponsored
retirement plan]
NOTE: If you are establishing an IRA account with the Muhlenkamp Fund you
must complete the 5305-A and Beneficiary Designation forms. If you are
transferring an IRA from another financial institution, custodian, or trustee,
you must also complete a Transfer Letter.
City ___________________________________________ State______________
Zip Code____________________________________________________________________
I am a citizen of U.S. Other (please specify)
I authorize Muhlenkamp Fund to open a New Account for purchase of its
common shares in accordance with these instructions and all applicable
provisions of this application as outlined in the current prospectus which
I have received. Under penalty of perjury, I certify (1) that the number
shown on this form is my correct taxpayer identification number and (2)
that I am not subject to backup withholding because (a) I have not been
notified that I am subject to backup withholding as a result of failure to
report all interest and dividends, or (b) the Internal Revenue Service has
notified me that I am no longer subject to backup withholding.
X_______________________________________________________________________-
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders,
Trustees, Etc. No shareholder shall be subject to any
personal liability whatsoever to any Person in connection
with Trust Property or the acts, obligations or affairs of
the Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever
to any Person, other than to the Trust or its Shareholders,
in connection with Trust Property or the affairs of the
Trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons
shall look solely to the Trust Property for satisfaction of
claims of any other nature arising in connection with the
affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust, is made a party
to any suit or proceeding to enforce any such liability of
the Trust he shall not, on account thereof, be held to any
personal liability The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reasons of his being or having been a Shareholder, and shall
reimburse such Shareholder out of the Trust Property for all
legal and other expenses reasonably incurred by him in
connection with any such claim or liability Indemnification
and reimbursement required by the preceding sentence shall
be made only out of assets of the one or more Series whose
shares were held by said Shareholder at the time of the act
or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a
Shareholder under this Section 4.1 shall not exclude any
other right to which such Shareholder may be lawfully
entitled, nor shall anything herein contained restrict the
right of the Trust to indemnify or reimburse a Shareholder
in any appropriate situation even though not specifically
provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No
Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof
for any action or failure to act (including without
limitation the failure to compel in any way any former or
acting Trustee to redress any breach of trust) except for
his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of
his office.
Section 4.3. Mandatory Indemnification. (a) Subject to
the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to
the fullest extent permitted by law against all liability
and against all expenses reasonably incurred or paid by him
in connection with any claim, action suit or proceeding in
which he becomes involved as a party or otherwise by virtue
of his being or having been a Trustee or officer and against
amounts paid or incurred by in the settlement thereof;
(ii) the words "claim," "action," "suit,' or
"proceeding" shall apply to all claims, actions suits or
proceedings (civil, criminal, or other, including appeals),
actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust or the
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the
best interest of the Trust;
(iii) in the event of a settlement or other disposition
not involving a final adjudication as provided in paragraph
(b)(ii) resulting in a payment by a Trustee or officer,
unless there has been a determination that such Trustee or
officer did not engage in willful misfeasance, bad faith,
involved in the conduct of his office:
(A) by the court or other body approving the settlement
or other disposition; or
(8) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a
majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Noninterested Trustees then
in office act on the matter) or (y) written opinion of
independent legal counsel.
(c) The rights of indemnification herein provided may
be insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights to
which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be
such Trustee or officer and shall inure to the benefit of
the heirs, executors, administrators and assigns of such a
person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than
Trustees and officers may be entitled by contract or
otherwise under law.
(d) Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section 4 3 may
be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification under
this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the recipient,
or the trust shall be insured against losses arising out of
any such advances; or
10
(ii) a majority of the Non-interested Trustees acting
on the matter (provided that a majority of the Non-
interested Trustees act on the matter) or an independent
legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4.3, a Non-interested Trustee"
is one who is not (i) en "Interested Personal of the Trust
(including anyone who has been exempted from being an
"Interested Personal by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee
shall be obligated to give any bond or other security for
the performance of any of his duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust
Instruments. Etc. No purchaser, lender, transfer agent or
other Person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer,
employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of
the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking, and every other act or
thing whatsoever executed in connection with the Trust shall
be conclusively presumed to have been executed or done by
the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers,
employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security of
the Trust or undertaking made or issued by the Trustees may
recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and
that the obligations of the Trust under any such instrument
are not binding upon any of the Trustees or Shareholders
individually, but bind only the trust estate, and may
contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not
operate to bind the Trustees individually The Trustees shall
at all times maintain insurance for the protection of the
Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall
deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee and
officer or employee of the Trust shall, in the performance
of his duties, be fully and completely justified and
protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of
account or other records of the Trust, upon an opinion of
counsel, or upon reports made to the Trust by any of its
officers or employees or by the Investment Adviser, the
Administrator, the Distributor, Transfer Agent, selected
dealers, accountants, appraiser or other experts or
counsultants selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee
1 1
WEXFORD TRUST
MUHLENKAMP FUND
CROSS REFERENCE SHEET
Form N-1A Heading in
Item Number Prospectus
Prospetus Prospectus
1. Cover Page Cover Page
2. Synopsis Cover Page
3. Condensed Financial Information Financial
Information
4. General Description of Registrant Cover Page
5. Management of Fund The Trust; Investment Advisor
5A. Management Discussion of *
Funds Performance
6. Capital Stock and Capital of Trust
Other Securities
7. Purchase of Securities How to Buy Shares
being offered
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings *
SAI SAI
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History *
13. Investment Objectives
and Policies Investment Objective
and Policies, Investment Restrictions
14. Management of the Fund Board of Trustees
15. Control Persons,
Principals and Board of Trustees Holders
16. Investment Advisory and History and Background
Other Services of Investment Advisor
17. Brokerage Allocation Brokerage Allocation
18. Capital Stock and Capital Structure
Other Securities
19. Purchase Redemption and
Pricing Purchase of Shares Redemption of Shares
20. Tax Status Federal Income Tax
21. Underwriter *
22. Calculations of Performance Data *Performance Data
23. Financial Statements Financial Information
* Not Applicable
Independent Auditor's Consent
To the Shareholders and Trustees of the
Wexford Trust (Comprised of the Muhlenkamp Fund)
We consent to the use in the Post-Effective Amendment Number
12 to Registration Statement No. 33-20158 on Form N-1A under
the Securities Act of 1933 (Amendment Number 12 to
Registration Statement No. 811-5469 on Form N-1A under the
Investment Company Act of 1940) of our report dated January
17, 1996 on the financial statements and the financial
highlights of the Muhlenkamp Fund, the sole series of the
Wexford Trust, as of December 31, 1995 and for the periods
indicated therein, which are incorporated by reference in
and are part of such registration statements.
We also consent to the reference to our firm as the auditor
under the heading "Custodian, Auditor and Distributor" in
the prospectus.
/S Schneider Downs & Co. Inc.
Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
February 19, 1996
