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. 11
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940
AMENDMENT NO. 11
(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)
XXX on (3/1/96) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 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)
8603863
PROSPECTUS
March 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 3
DISTRIBUTOR
ADVISORY BOARD 4
INVESTMENT OBJECTIVES AND 4
POLICIES
RISK FACTORS 6
INVESTMENT ADVISOR 6
HOW TO BUY SHARES 7
HOW TO REDEEM SHARES 8
PORTFOLIO TRANSACTIONS 8
BROKER ALLOCATIONS 9
FEDERAL INCOME TAX STATUS 9
IRA AND RETIREMENT 9
ACCOUNTS
APPLICATION BLANK INSERT
Custodian: Investment Advisor:
Star Bank Muhlenkamp & Co.,
Inc.
425 Walnut Street 12300 Perry Highway
Cincinnati, OH 45201-1118 Wexford, PA 15090-
8318
(513) 632-4603 Tel: (412) 935-5520
or
(800) 860-3863
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 Dividends None
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%
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 AND DISTRIBUTOR
Custodian: Star Bank, 425 Walnut Street, Cincinnati, OH
452011118, (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 and
maintains the Fund's shareholder register, acting as
transfer agent for its outstanding shares. As of the date
of this Prospectus, Muhlenkamp Fund was the only Fund of the
Wexford Trust series registered and in existence.
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-the counter
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
manage-
ment 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 $80 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, 452640799. 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.
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, P.O. Box 598 Wexford, PA 15090. 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 opening and maintaining an
individual retirement account. A fee schedule is attached
to all IRA applications.
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
establish- ment, 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
March 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:
Star Bank Muhlenkamp & Co.,
Inc.
425 Walnut Street 12300 Perry Highway
Cincinnati, OH 45201-1118 Wexford, PA 15090-
8318
(513) 632-4603 Tel: (412) 935-5520
or
(800) 860-3863
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 manage-ment.
Therefore, the Fund spends time in an attempt to assess
management's ability prior to making a commit-ment 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 retire-ment 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 12/31/94 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 (12/31/94)
ase
1 Year $1,00 32.96% $1,330
(since 0
12/31/94)
5 Years $1,00 19.66% $2,453
(since 0
12/31/90)
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 otherise, 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.
12300 Perry Highway
Wexford, PA 15090-8318
Records Used and Kept By:
Ronald H. Muhlenkamp, President
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 March, 1996.
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
11 to Registration Statement No. 33-20158 on Form N-1A under
the Securities Act of 1933 (Amendment Number 11 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
CUSTODY AGREEMENT
BETWEEN
STAR BANK, N.A.
Wexford Trust CUSTODY AGREEMENT
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS. 1
ARTICLE II - APPOINTMENT; ACCEPTANCE;
AND FURNISHING OF DOCUMENTS. 5
Appointment of Custodian 5
Acceptance of Custodian. 5
Documents to be Furnished. 6
Notice of Appointment of Dividend and Transfer Agent
6
ARTICLE III - RECEIPT OF TRUST ASSETS 6
Delivery of Moneys. 6
Delivery of Securities 6
Payments for Shares 7
Duties Upon Receipt. 7
Validity of Title. 7
ARTICLE IV - DISBURSEMENT OF TRUST ASSETS. 7
Declaration of Dividends by Trust
7
Segregation of Redemption Proceeds 8
Disbursements of Custodian 8
Payment of Custodian Fees 9
ARTICLE V - CUSTODY OF TRUST ASSETS. 9
Separate Accounts for Each Fund
9
Segregation of Non-Cash Assets.
9
Securities in Bearer and Registered Form
10
Duties of Custodian As to Securities 10
Certain Actions Upon Written Instructions
11
Custodian to Deliver Proxy Materials 12
Custodian to Deliver Tender Offer Information.
12
ARTICLE VI - PURCHASE AND SALE OF SECURITIES 13
Purchase of Securities. 13
Sale of Securities. 14
Payment on Settlement Date. 15
Credit of Moneys Prior to Receipt
15
Segregated Accounts. 15
Advances for Settlement. 17
ARTICLE VII - TRUST INDEBTEDNESS 18
ARTICLE VIII - CONCERNING THE CUSTODIAN. 19
Limitations of Liability of Custodian.
19
Actions Not Required By Custodian 20
No Duty to Collect Amounts Due From Dividend
and Transfer Agent.
21
No Enforcement Actions
21
Authority to Use Agents and Sub-Custodians
21
No Duty to Supervise Investments.
22
INDEX, continued
ARTICLE VIII, continued
All Records Confidential.
23
Compensation of Custodian. 23
Reliance Upon Instructions 23
Books and Records 24
Internal Accounting Control Systems
24
No Management of Assets By Custodian
24
Assistance to Trust. 25
Grant of Security Interest.
25
ARTICLE IX - INITIAL TERM; TERMINATION.
25
Initial Term 25
Termination. 25
Failure to Designate Successor Trustee.
26
ARTICLE X - FORCE MAJEURE. 27
ARTICLE XI - MISCELLANEOUS 28
Designation of Authorized Persons. 28
Limitation of Personal Liability
28
Authorization By Board 29
Custodian's Consent to Use of Its Name.
29
Notices to Custodian. 29
Notices to Trust. 30
Amendments In Writing 30
Successors and Assigns. 30
Governing Law 30
Jurisdiction 30
Counterparts 31
Headings 31
APPENDIX A - Authorized Signatures
APPENDIX B - Series of the Trust
APPENDIX C - Agents of the Custodian
APPENDIX D - Standards of Service Guide
APPENDIX E - Schedule of Compensation
CUSTODY AGREEMENT
This agreement (the "Agreement") is entered into as
of the 15 day of February, 1996, by and between the
Wexford Trust, (the "Trust") and Star Bank, National
Association, (the "Custodian"), a national banking
association having its principal office at 4
25 Walnut Street, Cincinnati, Ohio, 45202.
WHEREAS, the Trust and the Custodian desire to enter into
this Agreement to provide for the custody and safekeeping
of the assets of the Trust as required by the Act (as
hereafter defined).
THEREFORE, in consideration of the mutual promises
hereinafter set forth, the Trust and the Custodian agree
as follows:
ARTICLE I
Definitions
The following words and phrases, when used in this
Agreement, unless the context otherwise requires, shall
have the following meanings:
Act - the Investment Company Act of 1940, as amended.
1934 Act - the Securities and Exchange Act of 1934, as
amended.
Authorized Person - any (i) Officer of the Trust or (ii)
any other person, whether or not any such person is an
officer or employee of the Trust, who is duly authorized
by the Board of Trustees of the Trust to give Oral
Instructions and Written
Instructions on behalf of the Trust or any Fund, and
named in Appendix A attached hereto and as amended from
time to time by
resolution of the Board of Trustees, certified by an
Officer, and received by the Custodian.
Board of Trustees- the Trustees from time to time
serving under the Trust's Agreement and Declaration of
Trust, as from time to time amended.
Book-Entry System - a federal book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR
306, in Subpart B of 31 CFT Part 350, or in such book-
entry regulations of federal agencies as are substantially
in the form of Su
bpart O.
Business Day - any day recognized as a settlement day by
The New York Stock Exchange, Inc. and any other day for
which the Trust computes the net asset value of Shares of
any fund.
Depository - The Depository Trust Company ("DTC"), a
limited purpose trust company, its successor(s) and its
nominee(s). Depository shall include any other clearing
agency registered with the SEC under Section 17A of the
1934 Act which acts as
a system for the central handling of Securities where all
Securities of any particular class or series of an issuer
deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without
physical delivery of the
Securities provided that the Custodian shall have received
a copy of a resolution of the Board of Trustees, certified
by an Officer, specifically approving the use of such
clearing agency as a depository for the Funds.
Dividend and Transfer Agent - the dividend and transfer
agent appointed, from time to time, pursuant to a written
agreement between the dividend and transfer agent and the
Trust.
Foreign Securities - a) securities issued and sold primarily
outside of the United States by a foreign government, a
national of any foreign country, or a trust or other
organization incorporated or organized under the laws of any
foreign count
ry or; b) securities issued or guaranteed by the government of
the United States, by any state, by any political
subdivision or agency thereof, or by any entity organized
under the laws of the United States or of any state thereof,
which have been issued an
d sold primarily outside of the United States.
Fund - each series of the Trust listed in Appendix B and any
additional series added pursuant to
Proper Industries. A series is individually referred to as
a "Fund" and collectively referred to as the "Funds."
Money Market Security - debt obligations issued or
guaranteed as to principal and/or interest by the government
of the United States or agencies or instrumentalities
thereof, commercial paper, obligations (including
certificates of deposit,
bankers' acceptances, repurchase agreements and reverse
repurchase agreements with respect to the same), and time
deposits of domestic banks and thrift institutions whose
deposits are insured by the Federal Deposit Insurance
Corporation, and short-term cor
porate obligations where the purchase and sale of such
securities normally require settlement in federal funds or
their equivalent on the same day as such purchase and sale,
all of which mature in not more than thirteen (13) months.
NASD - the National Association of Securities Dealers, Inc.
Officer - the Chairman, President, Secretary, Treasurer, any
Vice President, Assistant Secretary or Assistant Treasurer
of the Trust.
Oral Instructions - instructions orally transmitted to and
received by the Custodian from an Authorized Person (or from
a person that the Custodian reasonably believes in good
faith to be an Authorized Person) and confirmed by Written
Instructi
ons in such a manner that such Written Instructions are
received by the Custodian on the Business Day immediately
following receipt of such Oral Instructions.
Proper Instructions - Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
Prospectus - the Trust's then currently effective
prospectus and Statement of Additional Information, as filed
with and declared effective from time to time by the
Securities and Exchange Commission.
Security or Securities - Money Market Securities,
common stock, preferred stock, options, financial futures,
bonds, notes, debentures, corporate debt securities,
mortgages, bank certificates of deposit, bankers'
acceptances, mortgage-backed
securities or other obligations and any certificates,
receipts, warrants, or other instruments or documents
representing rights to receive, purchase, or subscribe for
the same or evidencing or representing any other rights or
interest therein, or any s
imilar property or assets that the Custodian has the
facilities to clear and to service.
the Securities and Exchange Commission of the United
States of America.
with respect to a Fund, the units of beneficial interest
issued by the Trust on account of such Fund.
Trust - the Wexford Trust a business trust organized
under the laws of Massachusetts which is an open-end
diversified management investment company registered
under the Act.
Written Instructions - communications in writing
actually received by the Custodian from an Authorized
Person. A communication in writing includes a
communication by facsimile, telex or between electro-
mechanical or electronic devices (where t
he use of such devices have been approved by resolution of
the Trustee and the resolution is certified by an Officer
and delivered to the Custodian). All written
communications shall be directed to the Custodian,
attention: Mutual Fund Custody Department.
ARTICLE II
Appointment; Acceptance; and Furnishing of Documents
A. Appointment of Custodian. The Trust hereby
constitutes and appoints the Custodian as custodian of all
Securities and cash owned by the Trust at any time during
the term of this Agreement.
B. Acceptance of Custodian. The Custodian hereby
accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.
C. Documents to be Furnished. The following
documents, including any amendments thereto, will be
provided contemporaneously with the execution of the
Agreement, to the Custodian by the Trust:
1. A copy of the Articles of Incorporation of the Trust
certified by the Secretary.
2. A copy of the By-Laws of the Trust certified by the
Secretary.
3. A copy of the resolution of the Board of Trustees of
the Trust appointing the Custodian, certified by the
Secretary.
4. A copy of the then current Prospectus.
5. A Certificate of the President and Secretary of the
Trust setting forth the names and signatures of the
current Officers of the Trust and other Authorized
Persons.
D. Notice of Appointment of Dividend and Transfer
Agent. The Trust agrees to notify the Custodian in
writing of the appointment, termination or change in
appointment of any Dividend and Transfer Agent.
ARTICLE III
Receipt of Trust Assets
A. Delivery of Moneys. During the term of this
Agreement, the Trust will deliver or cause to be delivered
to the Custodian all moneys to be held by the Custodian
for the account of any Fund. The Custodian shall be
entitled to reverse any depo
sits made on any Fund's behalf where such deposits have
been entered and moneys are not finally collected within
30 days of the making of such entry.
B. Delivery of Securities. During the term of this
Agreement, the Trust will deliver or cause to be delivered
to the Custodian all Securities to be held by the
Custodian for the account of any Fund. The Custodian will
not have any duties
or responsibilities with respect to such Securities until
actually received by the Custodian.
C. Payments for Shares. As and when received, the
Custodian shall deposit to the account(s) of a Fund any
and all payments for Shares of that Fund issued or sold
from time to time as they are received from the Trust's
distributor or Divide
nd and Transfer Agent or from the Trust itself.
D. Duties Upon Receipt. The Custodian shall not be
responsible for any Securities, moneys or other assets of
any Fund until actually received by it.
E. Validity of Title. The Custodian shall not be
responsible for the title, validity or genuineness of any
property or evidence of title thereto received or
delivered by it pursuant to this Agreement.
ARTICLE IV
Disbursement of Trust Assets
A. Declaration of Dividends by Trust. The Trust
shall furnish to the Custodian a copy of the resolution of
the Board of Trustees of the Trust, certified by the
Trust's Secretary, either (i) setting forth the date of
the declaration of any dividend or distribution in respect
of Shares of any Fund of the Trust, the date of payment
thereof, the record date as of which the Fund shareholders
entitled to payment shall be determined, the amount
payable per share to Fund shareholders of record as of
that date, and the total amount to be paid by the
Dividend and Transfer Agent on the payment date, or (ii)
authorizing the declaration of dividends and distributions
in respect of Shares of a Fund on a daily basis and
authorizing the Custodian to rely on Written Instructions
setting forth the date of the declaration of any such
dividend or distribution, the date of payment thereof, the
record date as of which the Fund shareholders entitled to
payment shall be determined, the amount payable per share
to Fund shareholders of record as of that date, and the
total amount to be paid by the Dividend and Transfer Agent
on the payment date.
On the payment date specified in the resolution or
Written Instructions described above, the Custodian shall
segregate such amounts from moneys held for the account of
the Fund so that they are available for such payment.
B. Segregation of Redemption Proceeds. Upon
receipt of Proper Instructions so directing it, the
Custodian shall segregate amounts necessary for the
payment of redemption proceeds to be made by the Dividend
and Transfer Agent from moneys he
ld for the account of the Fund so that they are available
for such payment.
C. Disbursements of Custodian. Upon receipt of a
Certificate directing payment and setting forth the name
and address of the person to whom such payment is to be
made, the amount of such payment, the name of the Fund
from which payment is to b
e made, and the purpose for which payment is to be made,
the Custodian shall disburse amounts as and when directed
from the assets of that Fund. The Custodian is authorized
to rely on such directions and shall be under no
obligation to inquire as to th
e propriety of such directions.
D. Payment of Custodian Fees. Upon receipt of
Written Instructions directing payment, the Custodian
shall disburse moneys from the assets of the Trust in
payment of the Custodian's fees and expenses as provided
in Article VIII hereof.
ARTICLE V
Custody of Trust Assets
A. Separate Accounts for Each Fund. As to each
Fund, the Custodian shall open and maintain a separate
bank account or accounts in the United States in the name
of the Trust coupled with the name of such Fund, subject
only to draft or order by
the Custodian acting pursuant to the terms of this
Agreement, and shall hold all cash received by it from or
for the account of the Fund, other than cash maintained by
the Fund in a bank account established and used by the
Fund in accordance with Rule 17f-3
under the Act. Moneys held by the Custodian on behalf of
a
Fund may be deposited by the Custodian to its credit as
Custodian in the banking department of the Custodian.
Such moneys shall be deposited by the Custodian in its
capacity as such, and shall be
withdrawable by the Custodian only in such capacity.
B. Segregation of Non-Cash Assets. All Securities
and non-cash property held by the Custodian for the
account of a Fund (other than Securities maintained in a
Depository or Book-entry System) shall be physically
segregated from other Secur
ities and non-cash property in the possession of the
Custodian (including the Securities and non-cash property
of the other Funds) and shall be identified as subject to
this Agreement.
C. Securities in Bearer and Registered Form. All
Securities held which are issued or issuable only in
bearer form, shall be held by the Custodian in that form;
all other Securities held for the Fund may be registered
in the name of the Custodi
an, any sub-custodian appointed in accordance with this
Agreement, or the nominee of any of them. The Trust
agrees to furnish to the Custodian appropriate instruments
to enable the Custodian to hold, or deliver in proper form
for transfer, any Securities t
hat it may hold for the account of any Fund and which may,
from time to time, be registered in the name of a Fund.
D. Duties of Custodian As to Securities. Unless
otherwise instructed by the Trust, with respect to all
Securities held for the Trust, the Custodian shall on a
timely basis (concerning items 1 and 2 below, as defined
in the Custodian's Standard
s of Service Guide, as amended from time to time, annexed
hereto as Appendix D):
1.) Collect all income due and payable with respect
to such Securities;
2.) Present for payment and collect amounts payable
upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
3.) Surrender interim receipts or Securities in
temporary form for Securities in definitive form; and
4.) Execute, as Custodian, any necessary
declarations or certificates of ownership under the
Federal income tax laws or the laws or regulations of any
other taxing authority, including any foreign taxing
authority, now or hereafter in effect.
E. Certain Actions Upon Written Instructions.
Upon receipt of a Written Instructions and not otherwise,
the Custodian shall:
1.) Execute and deliver to such persons as may be
designated in such Written Instructions proxies, consents,
authorizations, and any other instruments whereby the
authority of the Trust as beneficial owner of any
Securities
may be exercised;
2.) Deliver any Securities in exchange for other
Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation, or recapitalization of any trust, or the
exercise of any conversion privilege;
3.) Deliver any Securities to any protective
committee, reorganization committee, or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization, or sale of assets of any
trust, and receive and hold under t
he terms of this Agreement such certificates of deposit,
interim receipts or other instruments or documents as may
be issued to it to evidence such delivery;
4.) Make such transfers or exchanges of the assets
of any Fund and take such other steps as shall be stated
in the Written Instructions to be for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolid
ation or recapitalization of the Trust; and
5.) Deliver any Securities held for any Fund to the
depository agent for tender or other similar offers.
F. Custodian to Deliver Proxy Materials. The
Custodian shall promptly deliver to the Trust all notices,
proxy material and executed but unvoted proxies pertaining
to shareholder meetings of Securities held by any Fund.
The Custodian shall not
vote or authorize the voting of any Securities or give
any consent, waiver or approval with respect thereto
unless so directed by Written Instructions.
G. Custodian to Deliver Tender Offer Information.
The Custodian shall promptly deliver to the Trust all
information received by the Custodian and pertaining to
Securities held by any Fund with respect to tender or
exchange offers, calls for re
demption or purchase, or expiration of rights. If the
Trust desires to take action with respect to any tender
offer, exchange offer or other similar transaction, the
Trust shall notify the Custodian at least five Business
Days prior to the date on which th
e Custodian is to take such action. The Trust will
provide or cause to be provided to the Custodian all
relevant information for any Security which has unique
put/option provisions at least five Business Days prior to
the beginning date of the tender perio
d.
ARTICLE VI
Purchase and Sale of Securities
A. Purchase of Securities. Promptly after each
purchase of Securities by the Trust, the Trust shall
deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities,
Written Instructions, and (ii)
with respect to each purchase of Money Market
Securities, Proper Instructions, specifying with respect
to each such purchase the;
1.) name of the issuer and the title of the
Securities,
2.) the number of shares, principal amount
purchased
(and accrued interest, if any) or other units purchased,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable,
6.) name of the person from whom, or the broker
through which, the purchase was made,
7.) the name of the person to whom such amount is
payable, and
8.) the Fund for which the purchase was made.
The Custodian shall, against receipt of Securities
purchased by or for the Trust, pay out of the moneys held
for the account of such Fund the total amount specified in
the Written Instructions, or Oral Instructions, if
applicable, to the person named th
erein. The Custodian shall not be under any obligation to
pay out moneys to cover the cost of a purchase of
Securities for a Fund, if in the relevant Fund custody
account there is insufficient cash available to the Fund
for which such purchase was made
.
B. Sale of Securities. Promptly after each sale of
Securities by a Fund, the Trust shall deliver to the
Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, Written
Instructions, and (ii) with respect to
each sale of Money Market Securities, Proper Instructions,
specifying with respect to each such sale the:
1.) name of the issuer and the title of the
Securities,
2.) number of shares, principal amount sold (and
accrued interest, if any) or other units old,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable,
6.) name of the person to whom, or the broker
through which, the sale was made,
7.) name of the person to whom such Securities are
to
be delivered, and
8.) Fund for which the sale was made.
The Custodian shall deliver the Securities against
receipt of the total amount specified in the Written
Instructions,
or Oral Instructions, if applicable. Notwithstanding any
other provision of this Agreement, the Custodian, when
properly instructed as
provided herein to deliver Securities against payment,
shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior
to actual receipt of final payment therefor. In any such
case, the Fund for which the
Securities were delivered shall bear the risk that final
payment for the Securities may not be made or that the
Securities may be returned or otherwise held or disposed
of by or through the person to whom they were delivered,
and the Custodian shall hav
e no liability for any of the foregoing.
C. Payment on Settlement Date. On contractual
settlement date, the account of the Fund will be charged
for all purchased Securities settling on that day,
regardless of whether or not delivery is made. Likewise,
on contractual settlement date,
proceeds from the sale of Securities settling that day
will be credited to the account of the Fund, irrespective
of delivery. Any such credit shall be conditioned upon
actual receipt by Custodian of final payment and may be
reversed if final payment is not
actually received in full.
D. Credit of Moneys Prior to Receipt. With respect
to any credit given prior to actual receipt of final
payment, the Custodian may, in its sole discretion and
from time to time, permit a Fund to use funds so credited
to its Fund custody accoun
t in anticipation of actual receipt of final payment. Any
such funds shall be deemed a loan from the Custodian to
the Trust payable on demand and bearing interest accruing
from the date such loan is made up to but not including
the date on which such loan
is repaid at the rate per annum customarily charged by the
Custodian on similar loans.
E. Segregated Accounts. The Custodian shall, upon
receipt of Proper Instructions so directing it, establish
and maintain a segregated account or accounts for and on
behalf of a Fund. Cash and/or Securities may be
transferred into such acc
ount or accounts for specific purposes, to-wit:
1.) in accordance with the provision of any
agreement among the Trust, the Custodian, and a broker
dealer registered under the 1934 Act, and also a member of
the NASD (or any futures commission merchant registered
under the Commodity Exchange Act)
, relating to compliance with the rules of the Options
Clearing Corporation and of any registered national
securities exchange, the Commodity Futures Trading
Commission, any registered contract market, or any similar
organization or organizations requiring
escrow or other similar arrangements in connection with
transactions by the Fund;
2.) for purposes of segregating cash or Securities
in connection with options purchased, sold, or written by
the Fund or commodity futures contracts or options thereon
purchased or sold by the Fund;
3.) for the purpose of compliance by the Fund with
the
procedures required for reverse repurchase agreements,
firm commitment agreements, standby commitment agreements,
and short sales by Act Release No. 10666, or any
subsequent release or releases or
rule of the SEC relating to the maintenance of segregated
accounts by registered investment companies;
4.) for the purpose of segregating collateral for
loans of Securities made by the Fund; and
5.) for other proper corporate purposes, but only
upon receipt of, in addition to Proper Instructions, a
copy of a resolution of the Board of Trustees, certified
by an Officer, setting forth the purposes of such
segregated account.
Each segregated account established hereunder shall
be established and maintained for a single Fund only. All
Proper Instructions relating to a segregated account shall
specify the Fund involved.
Advances for Settlement. Except as otherwise may be
agreed upon by the parties hereto, the Custodian shall not
be required to comply with any Written Instructions to
settle the purchase of any Securities on behalf of a Fund
unless there i
s sufficient cash in the account(s) pertaining to such Fund
at the time or to settle the sale of any Securities from
such an account(s) unless such Securities are in
deliverable form. Notwithstanding the foregoing, if the
purchase price of such Securities
exceeds the amount of cash in the account(s) at the time
of such purchase, the Custodian may, in its sole
discretion, advance the amount of the difference in order
to settle the purchase of such Securities. The amount of
any such advance shall be deemed a
loan from the Custodian to the Trust payable on demand and
bearing interest accruing from the date such loan is made
up to but not including the date such loan is repaid at
the rate per annum customarily charged by the Custodian on
similar loans.
ARTICLE VII
Trust Indebtedness
In connection with any borrowings by the Trust, the Trust
will cause to be delivered to the Custodian by a bank or
broker requiring Securities as collateral for such
borrowings (including the Custodian if the borrowing is
from the Custodian), a notice
or undertaking in the form currently employed by such bank
or broker setting forth the amount of collateral. The
Trust shall promptly deliver to the Custodian Written
Instructions specifying with respect to each such
borrowing: (a) the name of the bank or
broker, (b) the amount and terms of the borrowing, which
may be set forth by incorporating by reference an attached
promissory note duly endorsed by the Trust, or a loan
agreement, (c) the date, and time if known, on which the
loan is to be entered into, (d
) the date on which the loan becomes due and payable, (e)
the total amount payable to the Trust on the borrowing
date, and (f) the description of the Securities securing
the loan, including the name of the issuer, the
title and the number of shares or other units or the
principal amount. The Custodian shall deliver on the
borrowing date specified in the Written Instructions the
required collateral against the lender's delivery of the
total loan amount then payab
le, provided that the same conforms to that which is
described in the Written Instructions. The Custodian
shall deliver, in the manner directed by the Trust, such
Securities as additional collateral, as may be specified
in Written Instructions, to secure f
urther any transaction described in this Article VII.
The Trust shall cause all Securities released from
collateral status to be returned directly to the
Custodian and the Custodian shall receive from time to
time such return of collateral as may be te
ndered to it.
The Custodian may, at the option of the lender, keep
such collateral in its possession, subject to all rights
therein given to the lender because of the loan. The
Custodian may require such
reasonable conditions regarding such collateral and its
dealings with third-party lenders as it may deem
appropriate.
ARTICLE VIII
Concerning the Custodian
A. Limitations on Liability of Custodian. Except
as
otherwise provided herein, the Custodian shall not be
liable for any loss or damage resulting from its action or
omission to act or otherwise, except for any such loss or
damage arising out o
f its own gross negligence or willful misconduct. The
Trust shall defend, indemnify and hold harmless the
Custodian and its directors, officers, employees and
agents with respect to any loss, claim, liability or cost
(including reasonable attorneys' fees)
arising or alleged to arise from or relating to the
Trust's duties hereunder or any other action or inaction
of the Trust or its Trustees, officers, employees or
agents, except such as may arise from the grossly
negligent action or omission, willful miscond
uct or breach of this Agreement by the Custodian. The
Custodian shall be entitled to rely on and may act upon
the advice and opinion of counsel on all matters, at the
expense of the Trust, and shall be without liability for
any action reasonably ta
ken or omitted pursuant to such advice or opinion of
counsel. The provisions under this paragraph shall
survive the termination of this Agreement.
B. Actions Not Required By Custodian. Without
limiting the generality of the foregoing, the Custodian,
acting in the capacity of Custodian hereunder, shall be
under no obligation to inquire into, and shall not be
liable for:
1.) The validity of the issue of any Securities
purchased by or for the account of any Fund, the legality
of the purchase thereof, or the propriety of the amount
paid therefor;
2.) The legality of the sale of any Securities
by
or for the account of any Fund, or the propriety of the
amount for which the same are sold;
3.) The legality of the issue or sale of any Shares
of any Fund, or the sufficiency of the amount to be
received therefor;
4.) The legality of the redemption of any Shares of
any Fund, or the propriety of the amount to be paid
therefor;
5.) The legality of the declaration or payment of
any dividend by the Trust in respect of Shares of any
Fund;
6.) The legality of any borrowing by the Trust on
behalf of the Trust or any Fund, using Securities as
collateral;
7.) Whether the Trust or a Fund is in compliance
with the 1940 Act, the regulations thereunder, the
provisions of the Trust's charter documents or by-laws, or
its investment objectives and policies as then in effect.
C. No Duty to Collect Amounts Due From Dividend and
Transfer Agent. The Custodian shall not be under any duty
or obligation to take action to effect collection of any
amount due to the Trust from any Dividend and Transfer
Agent of the Trust no
r to take any action to effect payment or distribution by
any Dividend and Transfer Agent of the Trust of any amount
paid by the Custodian to any Dividend and Transfer Agent of
the Trust in accordance with this Agreement.
D. No Enforcement Actions. Notwithstanding Section
D
of Article V, the Custodian shall not be under any duty or
obligation to take action, by legal means or otherwise, to
effect collection of any amount, if the Securities upon
which such amoun
t is payable are in default, or if payment is refused after
due demand or presentation, unless and until (i) it shall
be directed to take such action by Written Instructions and
(ii) it shall be assured to its satisfaction (including
prepayment thereof) of
reimbursement of its costs and expenses in connection with
any such action.
E. Authority to Use Agents and Sub-Custodians. The Trust
acknowledges and hereby authorizes the Custodian to hold
Securities through its various agents described in Appendix
C annexed hereto.
The Fund hereby represents that such authorization has been
duly approved by the Board of Trustees of the Trust as
required by the Act.
In addition, the Trust acknowledges that the Custodian
may appoint one or more financial institutions, as agent or
agents or as sub-custodian or sub-custodians, including,
but not limited to, banking institutions located in foreign
countries, for the p
urpose of holding Securities and moneys at any time owned
by the Fund. The Custodian shall not be relieved of any
obligation or liability under this Agreement in connection
with the appointment or activities of such agents or sub
custodians. Any such agent
or sub-custodian shall be qualified to serve as such for
assets of investment companies registered under the Act.
The Funds shall reimburse the Custodian for all costs
incurred by the Custodian in connection with opening
accounts with any such agents or s
ub-custodians. Upon request, the Custodian shall promptly
forward to the Trust any documents it receives from any
agent or sub-custodian appointed hereunder which may
assist trustees of registered investment companies to
fulfill their responsibilities under Rule 17f-5 of the
Act.
F. No Duty to Supervise Investments. The Custodian
shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by
it for the account of the Trust are such as properly may
be held by the Trust
under the provisions of the Articles of Incorporation and
the Trust's By-Laws.
G. All Records Confidential. The Custodian shall
treat all records and other information relating to the
Trust and the assets of all Funds as confidential and
shall not disclose any such records or information to any
other person unless (i) th
e Trust shall have consented thereto in writing or (ii)
such disclosure is required by law.
H. Compensation of Custodian. The Custodian shall
be entitled to receive and the Trust agrees to pay to the
Custodian such compensation as shall be determined
pursuant to Appendix E attached hereto, or as shall be
determined pursuant to amendm
ents to Appendix E. The Custodian shall be entitled to
charge against any money held by it for the account of any
Fund, the amount of any of its fees, any loss, damage,
liability or expense, including counsel fees. The
expenses which the Custodian may char
ge against the account of a Fund include, but are not
limited to, the expenses of agents or sub-custodians
incurred in settling transactions involving the purchase
and sale of Securities of the Fund.
I. Reliance Upon Instructions. The Custodian shall
be entitled to rely upon any Proper Instructions. The
Trust agrees to forward to the Custodian Written
Instructions confirming Oral Instructions in such a manner
so that such Written Instruct
ions are received by the Custodian, whether by hand
delivery, telex, facsimile or otherwise, on the same
Business Day on which such Oral Instructions were given.
The Trust agrees that the failure of the Custodian to
receive such confirming instruct
ions shall in no way affect the validity of the
transactions or enforceability of the transactions hereby
authorized by the Trust. The Trust agrees that the
Custodian shall incur no liability to the Trust for acting
upon Oral Instructions given to the
Custodian hereunder concerning such transactions.
J. Books and Records. The Custodian will (i) set
up and maintain proper books of account and complete
records of all transactions in the accounts maintained by
the Custodian hereunder in such manner as will meet the
obligations of the Fund und
er the Act, with particular attention to Section 31
thereof and Rules 3la-1 and 3la-2 thereunder and those
records are the property of the Trust, and (ii) preserve
for the periods prescribed by applicable Federal statute
or regulation all
records required t
o be so preserved. All such books and records shall be
the property of the Trust, and shall be available, upon
request, for inspection by duly authorized officers,
employees or agents of the Trust and employees of the SEC.
K. Internal Accounting Control Systems. The
Custodian shall send to the Trust any report received on
the systems of internal accounting control of the
Custodian, or its agents or sub-custodians, as the Trust
may reasonably request from time to
time.
L. No Management of Assets By Custodian. The Custodian
performs only the services of a custodian and shall have
no responsibility for the management, investment or
reinvestment of the Securities or other assets from time
to time owned by any F
und. The Custodian is not a selling agent for Shares of
any Fund and performance of its duties as custodian shall
not be deemed to be a recommendation to any Fund's
depositors or others of Shares of the Fund as an
investment. The Custodian shall have no d
uties or obligations whatsoever except such duties and
obligations as are specifically set
forth in this Agreement, and no covenant or obligation
shall be implied in this Agreement against the Custodian.
M. Assistance to Trust. The Custodian shall take
all reasonable action, that the Trust may from time to
time request, to assist the Trust in obtaining favorable
opinions from the Trust's independent accountants, with
respect to the Custodian's
activities hereunder, in connection with the preparation
of the Fund's Form N- IA, Form N-SAR, or other annual
reports to the SEC.
N. Grant of Security Interest. The Trust hereby
pledges to and grants the Custodian a security interest in
the assets of any Fund to secure the payment of any
liabilities of the Trust to the Custodian, whether acting
in its capacity as Custodi
an or otherwise, or on account of money borrowed from the
Custodian. This pledge is in addition to any other pledge
of collateral by the Trust to the Custodian.
ARTICLE IX
Initial Term; Termination
A. Initial Term. This Agreement shall become effective
as
of its execution and shall continue in full force until
terminated as hereinafter provided.
B. Termination. Either party hereto may terminate
this Agreement after the Initial Term for any reason by
giving to the other party a notice in writing specifying
the date of such termination, which shall be not less than
ninety (90) days
after the date of giving of such notice. If such notice
is given by the Trust, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Trust,
certified by the Secretary of the Trust, electing to
terminate this Agreement and design
ating a successor custodian or custodians. In the event
such notice is given by the Custodian, the Trust shall, on
or before the termination date, deliver to the Custodian a
copy of a resolution of the Board of Trustees of the
Trust, certified by the S
ecretary, designating a successor custodian or custodians
to act on behalf of the Trust. In the absence of such
designation by the Trust, the Custodian may designate a
successor custodian which shall be a bank or trust company
having not less than $100,000
,000 aggregate capital, surplus, and undivided profits.
Upon the date set forth in such notice this Agreement
shall terminate, and the Custodian, provided that it has
received a notice of acceptance by the successor
custodian, shall deliver, on that date,
directly to the successor custodian all Securities and
moneys then owned by the Fund and held by it as Custodian.
Upon termination of this Agreement, the Trust shall pay to
the Custodian on behalf of the Trust such compensation as
may be due as of the date
of such termination. The Trust agrees on behalf of the
Trust that the Custodian shall be reimbursed for its
reasonable costs in connection with the termination of
this Agreement.
C. Failure to Designate Successor Trustee. If a
successor custodian is not designated by the Trust, or by
the Custodian in accordance with the preceding paragraph,
or the designated successor cannot or will not serve, the
Trust shall, upon
the delivery by the Custodian to the Trust of all
Securities (other than Securities held in the Book-Entry
System which cannot be delivered to the Trust) and moneys
then owned by the Trust, be deemed to be the custodian for
the Trust, and the Custodian sha
ll thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry System, which
cannot be delivered to the Trust, which shall be held by
the Custodian in accorance wi
th this Agreement.*
ARTICLE X
Force Majeure
Neither the Custodian nor the Trust shall be liable for
any failure or delay in performance of its obligations
under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable
control, including, without
limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes;
epidemics; riots; power failures; computer failure and any
such circumstances beyond its reasonable control as may
cause interruption, loss or mal
function of utility, transportation, computer (hardware or
software) or telephone communication service; accidents;
labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor,
material, equipment or transportatio
n; provided, however, that the Custodian, in the event of
a failure or delay, shall use its best efforts to
ameliorate the effects of any such failure or delay.
ARTICLE XI
Miscellaneous
A. Designation of Authorized Persons. Appendix A
sets forth the names and the signatures of all Authorized
Persons as of this date, as certified by the Secretary of
the Trust. The Trust agrees to furnish to the Custodian a
new Appendix A in f
orm similar to the attached Appendix A, if any present
Authorized Person ceases to be an Authorized Person or if
any other or additional Authorized Persons are elected or
appointed. Until such new Appendix A shall be received,
the Custodian shall be fully
protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the then current
Authorized Persons as set forth in the last delivered
Appendix A.
B. Limitation of Personal Liability. No recourse
under any obligation of this Agreement or for any claim
based thereon shall be had against any organizer,
shareholder, officer, trustee, past, present or future as
such, of the Trust or of any p
redecessor or successor, either directly or through the
Trust or any such predecessor or successor, whether by
virtue of any constitution, statute or rule of law or
equity, or by the enforcement of any assessment or penalty
or otherwise; it being expres
sly agreed and understood that this Agreement and the
obligations thereunder are enforceable solely against the
Trust, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the organizers,
shareholders, officers, o
r trustees of the Trust or of any predecessor or successor,
or any of them as such. To the extent that any such
liability exists, it is hereby expressly waived and
released by the Custodian as a condition of, and as a
consideration for, the execution of th
is Agreement.
C. Authorization By Board. The obligations set
forth in this Agreement as having been made by the Trust
have been made by the Board of Trustees, acting as such
Trustees for and on behalf of the Trust, pursuant to the
authority vested in them u
nder the laws of the Commonwealth of Massachusetts, the
Articles of Incorporation and the By-Laws of the Trust.
This Agreement has been executed by Officers of the Trust
as officers, and not individually, and the obligations
contained herein are not bindin
g upon any of the Trustees, Officers, agents or holders of
shares, personally, but bind only the Trust.
D. Custodian's Consent to Use of Its Name. The
Trust shall review with the Custodian all provisions of
the Prospectus and any other documents (including
advertising material) specifically mentioning the
Custodian (other than merely by name and
address) and shall obtain the Custodian's consent prior
to the publication and/or dissemination or distribution
thereof.
E. Notices to Custodian. Any notice or other
instrument in writing, authorized or required by this
Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and
mailed or delivered to it at its offices a
t Star Bank Center, 425 Walnut Street, M. L. 6118,
Cincinnati, Ohio 45202, attention Mutual Fund Custody
Department, or at such other place as the Custodian may
from time to time designate in writing.
F. Notices to Trust. Any notice or other
instrument
in writing, authorized or required by this Agreement to be
given to the Trust shall be sufficiently given when
delivered to the Trust or on the second Business Day
following the time such not
ice is deposited in the U.S. mail postage prepaid and
addressed to the Trust at its office at 12300 Perry
Highway, Wexford, PA 15090 or at such other place as the
Trust may from time to time designate in writing.
G. Amendments In Writing. This Agreement, with the
exception of the Appendices, may not be amended or
modified in any manner except by a written agreement
executed by both parties with the same formality as this
Agreement, and authorized and a
pproved by a resolution of the Board of Trustees of the
Trust.
H. Successors and Assigns. This Agreement shall
extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by
the Trust or by the Custodia
n, and no attempted assignment by the Trust or the
Custodian shall be effective without the written consent
of the other party hereto.
I. Governing Law. This Agreement shall be
construed
in accordance with the laws of the State of Ohio.
J. Jurisdiction. Any legal action, suit or
proceeding to be instituted by either party with respect
to this Agreement shall be brought by such party
exclusively in the courts of the State of Ohio or in the
courts of the United States for t
he Southern District of Ohio, and each party, by its
execution of this Agreement, irrevocably (i) submits to
such jurisdiction and (ii) consents to the service of any
process or pleadings by first class U.S. mail, postage
prepaid and return receipt requeste
d, or by any other means from time to time authorized by
the laws of such jurisdiction.
K. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed
to be an original, but such counterparts shall, together,
constitute only one instrument.
L. Headings. The headings of paragraphs in this
Agreement are for convenience of reference only and shall
not affect the meaning or construction of any provision of
this Agreement.
!IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective
Officers, thereunto duly authorized as of the day and year
first above written.
ATTEST: TRUST
Wexford Trust
By: /S Ronald H. Muhlenkamp
Title: Trustee / President
ATTEST:
CUSTODIAN:Star Bank, N.A.
By:/S STAR BANK
Title:______________________
_
APPENDIX A
Authorized Persons Specimen
Signatures
Chairman:
President: /S Ronald H. Muhlenkamp
Secretary: /S Jean Leister
Treasurer: /S John H. Kunkle
APPENDIX B
Series of the TrustMuhlenkamp Fund
APPENDIX C
Agents of the Custodian
The following agents are employed currently by Star
Bank, N.A. for securities processing and control .The
Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004
The Federal Reserve Bank Cincinnati and
Cleveland Branches
Bankers Trust Company
16 Wall Street
New York, NY 10005
(For Foreign Securities and certain non-DTC eligible
