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. 13
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 13
(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 (2/1/97) 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,
1996 Registrant had issued a total of
1,509,648.434 shares for total consideration of
$27,690,529. Registrant has previously filed
Notice of sale of shares in accordance with Rule
24(f)-2.
A No-Load Fund
MUHLENKAMP FUND
12300 Perry Highway, Wexford, PA
15090 Telephone Number (412) 935-5520
or (800) 860-3863
e-mail:
[email protected]
Web Page: http://muhlenkamp.com
PROSPECTUS
February 1, 1997
MUHLENKAMP FUND ("The Fund"), A Series of the
Wexford Trust (The Registrant), is a diversified
open-end mutual fund that continuously offers its
shares for sale to the public. The Fund will manage
its assets to seek to maximize total returns to its
shareholders, primarily by acquiring and holding a
diversified list of common stocks. The Fund may
also acquire and hold fixedincome or debt
investments as market conditions warrant and
when, in the opinion of its advisor, it is deemed
desirable or necessary in order to attempt to
achieve its investment objective. (For further
information, please refer to "Investment Objectives
and Policies" section herein).
This Prospectus is designed to provide you with
concise information which an investor should know
about the Fund before investing. You should retain
this document for future reference.
A Statement of Additional Information for the Fund,
dated this
same date, has been filed with the Securities and
Exchange Commission and is incorporated herein by
reference. A copy is available without charge by
writing or calling the Fund at the address and
telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TABLE OF CONTENTS PAGE
EXPENSE INFORMATION 2
FINANCIAL INFORMATION 3
CAPITAL OF TRUST 3
CUSTODIAN, AUDITOR AND DISTRIBUTOR 3
ADVISORY BOARD 4
INVESTMENT OBJECTIVES AND POLICIES 4
RISK FACTORS 6
INVESTMENT ADVISOR 6
HOW TO BUY SHARES 7
HOW TO REDEEM SHARES 8
PORTFOLIO TRANSACTIONS 8
AUTOMATIC INVESTMENT PROGRAM 8
BROKER ALLOCATIONS 9
FEDERAL INCOME TAX STATUS 9
IRA AND RETIREMENT ACCOUNTS 9
APPLICATION BLANK
INSERT
Custodian: Investment Advisor: Transfer Agent
Star Bank Muhlenkamp & Co., Inc. American Data Services,
425 Walnut 12300 Perry Highway Inc.
Street Wexford, PA 15090-8318 24 West Carver Street
Cincinnati, OH Tel: (412) 935-5520 or Huntington, N.Y. 11743
45201-1118 (800) 860-3863 Tel: (516) 385-9580
(513) 632-4603 e-mail: Fax: (516) 385-7909
[email protected]
EXPENSE INFORMATION
The following information is designed to help you
compare the fees and expenses charged by the Fund
with those of other mutual funds. As you know, the
Fund is a "NO LOAD" fund, which means that you pay
no sales commissions to buy shares. In addition,
the Fund makes no charge when you sell shares, nor
has any other deferred, hidden or other charges. As
a result, all of your money goes to work for you, as
follows:
1. Shareholder Transaction Expenses:
Sales Commissions to Purchase Shares None
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, 1996):
Investment Advisor's Fee * 1%
12b-1 Fees None
Other Operating Expenses 0.60%
Commission Credits used to Pay Expenses* -0.01% Expenses**
Total Fund Expenses 1.59%
There are certain charges associated with
retirement accounts offered by the fund. (See
"IRA and Retirement Accounts")
Example:
If you bought shares of the Fund on January 1, for
which you paid $1,000, and if we assume a 5% annual
return, and that all shares were redeemed December
31st, you would pay the following expenses for:
1 year 3 years 5 years 10 years
$14 $44 $76 $167
This expense information is designed to help you
understand the various costs and expenses
customarily charged by mutual funds. The example,
however, should not be considered as representative
of future expenses or returns of the Fund. Actual
expenses and returns vary from year to year and may
be higher or lower than those shown. Also, the
agreement with the investment advisor places certain
limits on expenses which can be charged to the Fund.
See Investment Advisor Section, pages 6.
* In order to avoid any duplicate fees and expenses,
should the Fund invest in securities of other
registered investment companies the investment
advisor will rebate to the Fund an amount equal to
the total expenses of the other investment company,
prorated for the time and amount of such investment,
up to the amount of total Muhlenkamp Fund expenses
for such investment. The amount of the expenses of
the other registered investment company will be
based on its prior year's annual report.
**The Fund has a directed business arrangement with
Capital Institution Services, Inc. (CIS). Upon the
purchase and/or sale of investment securities, the
Fund pays a brokerage commission to CIS. The Fund
has found CIS commission rates to be less than those
available from other providers. Wexford Trust and
the Fund have no other relationship with CIS. To
date such credits have been used to pay for fund
accounting services from Caldwell & Co. and fund
auditing services from Schneider Downs & Co. These
commissions paid to CIS generate non-refundable
cumulative credits which are available to pay
certain expenses of the Fund.
FINANCIAL INFORMATION
An interim or financial statement 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. The Fund will mail a
semi-annual report to shareholders maintaining an
active account on June 30th of the current fiscal
year. Annual reports will be mailed to
shareholders maintaining an active account on
December 31st of the current fiscal year.
However, the fund will not mail duplicate financial
reports and prospectuses to shareholders having the
same address of record. Shareholders can obtain
additional copies of the financial reports and
prospectus by calling or writing the Fund at the
address on the cover of this Prospectus.
CAPITAL OF TRUST
Fund capital consists of an unlimited number of
shares of beneficial interest having a par value of
$.001 each. When issued, each share or fraction
thereof is fully paid, non assessable, transferable
and redeemable. All shares are of the same class,
and each full share has one vote. The Fund is one
of a series of funds registered as a Massachusetts
Business Trust. As part of a trust, each fund has
its own Board of Trustees which supervise fund
activities and review contractual arrangements.
Fractional shares are issued to three decimal
places, but do not carry voting rights. As a trust,
there is no requirement to hold annual shareholder
meetings. However, it is intended that special
meetings, which may be called upon the request of
the owners of 10% of shares outstanding, will be
held as needed or required when and as duly called.
Approval of a majority of the shares outstanding
must first be obtained before changing fundamental
policies, to amend the contract with its investment
advisor, to terminate the Fund, or to change any
other items on which shareholders are granted such
rights by law or under provisions of its Declaration
of Trust. A majority of Trustees must have been
voted into office by shareholders even though
Trustees may fill vacancies without a shareholder
vote so
long as such appointments do not produce a majority
of Trustees holding office. The Fund offers its own
shares exclusively.
All shareholder inquiries should be directed to
Muhlenkamp Fund at the address and telephone number
listed on the front of this Prospectus.
CUSTODIAN, AUDITOR, DISTRIBUTOR AND TRANSFER
AGENT Custodian: Star Bank, 425 Walnut Street,
Cincinnati, OH 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. As of the date of this
Prospectus, Muhlenkamp Fund was the only Fund of the
Wexford Trust series registered and in existence.
Transfer Agent: American Data Services, Inc., 24
West Carver Street, Huntington, N.Y., 11743 Tel:
(516) 385-9580 Fax: (516) 385-7909 is the transfer
agent for the fund.
The Trust
The Wexford Trust is a Massachusetts Business Trust
managed by its trustees under the laws of the
Commonwealth of Massachusetts. The Wexford Trust
was formed on July 6, 1988.
ADVISORY BOARD
Under the terms of Article XI of the trust's Bylaws,
the President of the Fund, with the approval of the
Board of Trustees, may appoint up to 15 individuals
to assist the president and the trustees to define
and set overall investment strategies in an attempt
to reach the Fund's investment objectives as stated.
The Trust currently has no advisory board.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to seek to
maximize the total return to its shareholders
through a combination of income from dividends and
interest and from capital appreciation, consistent
with reasonable risk. This objective cannot be
changed without a vote of the shareholders. The
Fund's investments will normally consist of a
diversified list of common stocks. The Fund may
also invest in fixed-income or debt securities from
time to time as stock substitutes when market
conditions, in the opinion of the investment
advisor, warrant such a move. Such a market
condition occurred in the early 1980's when
corporate interest rates exceeded corporate returns
on equity. Such conditions are unusual; therefore,
the Fund has no expectation of investing in fixed
income or debt investments on a regular or routine
basis in significant amounts. Consistent with the
Fund's objective of seeking to maximize total
returns for Fund shareholders, the Fund from
time to time may choose to invest some or all of the
Fund's assets in fixed-income or debt investments,
even when not using them as stock substitutes.
Fixed income or debt securities will customarily be
in U.S. Treasuries and Government Agency securities
as well as corporate fixed income or debt securities
rated A or better by one or more of the major rating
services. The Fund may on occasion invest in below A
rated fixed income or debt securities, but it will
not exceed 5% of the portfolio. Securities rated Baa-
BBB have some speculative grade characteristics and
securities rated below BBB are primarily
speculative. Fixed income securities have a set rate
of interest on the face value of the instrument and
not necessarily on the market value. Fixed income
securities also include zero coupon bonds. Zero
coupon bonds have no coupon and receive their return
from the accretion in value during the lifetime of
the bond. Because there is no coupon a zero coupon
bond tends to be 2-3 times more volatile relative to
coupon bonds having otherwise similar
characteristics.
The advisor's decision making criteria for owning
equity securities uses a combination of corporate
returns on equity and price-to-book value ratios.
The advisor seeks equity securities in which the
above criteria indicate to the advisor that
available returns may exceed the current inflation
rate (as measured by the CPI Index) by 4%. Fixed-
income or debt securities may be owned when the
yield to maturity exceeds the current inflation
rate by at least 2% and is competitive with common
stock returns as herein defined. Common stocks
acquired will principally be of companies whose
securities are listed on the major securities
exchanges, although the Fund may also purchase
selected companies that are traded in the over-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 management of
corporate monies. As of the date of this
Prospectus, Muhlenkamp & Co., Inc. is under
contract to provide investment management and advice
to individual and institutional clients, in
addition to the Fund, having assets approximating
$70 million at current market value.
Mr. Muhlenkamp holds an engineering degree from
Massachusetts Institute of Technology, an MBA from
Harvard Business School and he has earned the
Financial Analyst Federation's designation as a
"Chartered Financial Analyst".
HOW TO BUY SHARES
Investors may begin an investment in Fund shares
with as little as US $200 (no minimum for an IRA),
simply by completing an application blank (form
enclosed), signing it, and then returning it to
Muhlenkamp Fund, P.O. Box 799, Cincinnati, Ohio,
45264-0799 along with a check made payable to the
"MUHLENKAMP FUND". Certified checks are not
necessary. All purchases will be made WITHOUT ANY
SALE CHARGES on the business day your properly
completed application and check are in the Fund's
possession. Purchase of shares for your account on
the day of acceptance will be made at the Net
Asset Value ("NAV") per share calculated as of that
same day. The NAV is calculated for each day as of
the close of business on the New York Stock
Exchange (now 4:00 p.m.) and on such other days as
there is sufficient trading in the Fund's portfolio
of securities to materially affect its NAV per
share. Securities in the Fund's portfolio will
ordinarily be valued based upon market quotes. If
quotations are not available, securities or other
assets will be valued by a method which the Trustees
believe most accurately reflects fair value. The
NAV per share is determined at each calculation by
dividing the total market value of all assets, cash
and securities held, less liabilities, if any, by
the total number of shares outstanding that day.
The Fund reserves the right to reject purchase
applications or to terminate the offering of shares
made by this Prospectus if in the opinion of the
Board of Trustees such termination and/or rejection
would be in the interest of shareholders. In the
event your check does not clear, your order(s) will
be canceled and you may be liable for losses or fees
incurred, or both. For all subsequent purchases
after an initial investment in Fund shares, a
minimum purchase of US$100 is required, except for
IRA accounts, for which no limit is applied.
Purchases may be made by mail to: Muhlenkamp Fund,
P.O. Box 799, Cincinnati, Ohio, 45264-0799. No
telephone purchases are permitted at this time.
In order to accommodate IRA investments and IRA
rollovers, which are often odd amounts, the Fund
offers to all IRA participants
the right to invest or rollover such IRA monies in
Fund shares in any amount that is eligible or
allowed under current Internal Revenue Service
rules, without regard to any minimum that is imposed
on non-IRA accounts.
All shares purchased will be held in an account that
is opened and maintained by the Fund for each
shareholder and no share certificates will be
issued by the Fund. All shareholders, by law, are
entitled to ask to have share certificates issued.
Due to the inconvenience, costs, and additional
work involved with issuing certificates,
shareholders are being strongly encouraged to have
all shares held in an account maintained by the Fund
itself, as has become the custom within the mutual
fund industry. Should the Fund be required to issue
certificates, it intends to request that the
requesting shareholder, if possible, redeem all
shares of the Fund and close the account rather than
issue certificates, the physical issuing of which
has become impractical, uneconomic and difficult to
maintain when all Fund activities are electronically
processed.Each shareholder account will be credited
with and will hold all shares purchased and issued,
including shares issued on payment date as a
result of the automatic reinvestment of dividends
and/or capital gain distributions. Shareholders
may request dividends and distributions be paid in
cash in lieu of shares simply by making a request in
writing, addressed to the Fund at its current
address.Those investors desiring distributions in
cash rather than in additional shares should make
such request in writing, which request the Fund must
reasonably be able to authenticate to
the complete satisfaction of the Fund. Purchasers
may telephone the Fund at (412) 935-5520 or (800)
860-3863, or write to the address shown on the front
cover of this Prospectus to obtain further
information regarding dividend distributions.
Fractional shares will be allocated to each share
account for all purchases and redemptions,
including reinvested distributions. For example, if
a purchase of $1,000 is made at a NAV of $11.76 per
share, a total of 85.034 shares will be credited to
your share account on the purchase date.
Fractional shares are disregarded for all voting purposes.
AUTOMATIC INVESTMENT PROGRAM
The Fund offers an Automatic Investment Plan which
allows shareholders to authorize the Muhlenkamp
Fund to debit their bank account for the purchase
of Muhlenkamp Fund shares. Investments can be made
at least monthly by automatically deducting $50 or
more from the shareholder's bank account. To
participate in the automatic investment plan, a
Muhlenkamp Fund Account must be opened with a
minimum of $200 (IRAs included). To establish an
Automatic Investment Plan for a Muhlenkamp Fund
account, complete the Muhlenkamp Fund Automatic
Investment Application and include a voided,
unsigned check or a savings deposit/withdrawal slip
from the bank account to be debited. Additional
information pertaining to the Automatic Investment
Plan is in the Statement of Additional Information
which is available upon request.
HOW TO REDEEM SHARES
As an "Open-End" fund, the Fund offers to stand
ready to redeem AT NO CHARGE all or any portion of
your shares on any day that a NAV is calculated and
the price paid to you will be the NAV per share next
determined after the Fund receives your request for
redemption. No telephone arrangements to redeem
shares are being offered by the Fund at this time.
All redemption requests must be in writing, signed
by the owner(s) in the exact same way as
the shares are registered shown on the corporate
records and mailed to: Muhlenkamp Fund, C/O American
Data Services, Inc. 24 West Carver Street,
Huntington, N.Y. 11743. If share certificates have
been issued, the signature(s) on any issued share
certificates must be guaranteed by an official of a
commercial bank or of a member firm on the New York
Stock Exchange. If a share certificate was issued,
it must be deposited with the Fund before a
redemption can be completed, along with all
necessary legal documentation, including but not
necessarily limited to, a written redemption request
that has been signed and the signature guaranteed as
above indicated. Payment for redeemed shares will
normally be made by the Fund the next business day
immediately following the redemption date. The Fund
may take up to 7 calendar days to make redemption
payments.
Shareholders participating in the Automatic
Investment Plan may have the proceeds of their
redemption deposited directly into the account
previously designated on the Automatic Investment
Application. Under most circumstances, payments
will be transmitted on the third business day or no
later than 7 calendar days following receipt by the
Muhlenkamp Fund of a valid request for redemption.
Any regular, non-IRA shareholder whose share
account value falls below a minimum investment
amount of $100 based upon the actual dollar amount
invested (i.e., not affected by changes in
market value of the securities held by the Fund) may
be provided written notice by the Fund of its
intention to involuntarily redeem such share
position. Shareholders receiving such notice who
wish to maintain their investment in the Fund may do
so by investing additional monies to at least raise
the total investment account to $200. A reasonable
time period, not to be less than 60 days, will be
allowed shareholders to make this decision prior to
redemption. The Fund may delay payment of
redemption proceeds until it has determined that the
purchase check has cleared which may take up to 15
calendar days. Although the Fund makes no redemption
charge for shares redeemed, regardless of the time
since date of purchase, it reserves the right to
refuse or discontinue sale of shares to any investor
who, in the opinion of the Fund, is or may, by
frequent or short-term purchase and redemption
request practices or by other actions, disrupt
normal Fund operations or who otherwise, by carrying
out such practices, could adversely affect the
interests of the Fund or its shareholders.
SYSTEMATIC WITHDRAWALS
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. Shareholders may also receive
their proceeds from a systematic redemption directly
into their bank account via the Automatic Clearing
House (ACH). In order to receive proceeds from a
systematic redemption via the ACH system a
shareholder must properly complete a Automatic
Redemption application. Systematic withdrawals for
the purpose of making
monthly payments may reduce or exhaust an account.
The right is reserved to amend systematic monthly
withdrawals any time on thirty days written notice,
which may be terminated at any time by the
investor or by the Fund with proper notice.
PORTFOLIO TRANSACTIONS
The policy of the Fund is to limit portfolio
turnover to transactions necessary to carry out its
investment policies and/or to obtain cash, as
necessary, for redemptions of its shares. The
Fund's portfolio turnover rate, which is the lesser
of the total purchases or sales on an annualized
basis, divided by the average total market value of
the assets held, will vary from period to period
depending upon market conditions. The fund has had
an average turnover rate of 31% over the last 7
years. It is anticipated the Fund will generally not
exceed a turnover rate of 100% per year in
normal market conditions. High portfolio
turnover incurs additional brokerage costs and
creates portfolio gains or losses, which affect
shareholder return rates and taxes. Refer to
sections herein entitled "Broker Allocations" and
"Federal Income Tax" for more information on these
subjects.
BROKER ALLOCATIONS
The placement of orders for the purchase and sale
of portfolio securities will be made under the
control of the President of the Fund, subject to the
overall supervision of the Board of Trustees. All
orders are placed at the best price and best
execution obtainable, except that the Fund shall be
permitted to select broker-dealers who provide
economic, corporate and investment research
services if in the opinion of the Fund's management
and Board of Directors, such placement serves the
best interests of the Fund and its shareholders.
FEDERAL TAX STATUS
It is intended that the Fund will elect and
qualify for the special treatment afforded a
"regulated investment company" under subchapter M of
the Internal Revenue Code. Accordingly, in any
fiscal year in which the Fund distributes
substantially all of its taxable net income and
otherwise qualifies as a regulated investment
company, it will be relieved of paying federal
income taxes. Dividends paid to shareholders by the
Fund are in effect distributions of its investment
income. Capital gains as well as dividends of
investment income are taxable to shareholders,
regardless of whether a shareholder chooses to take
them in cash or receives them as additional shares.
Distributions by the Fund to its shareholders of
long and short-term capital gains realized, if any,
retain their character as capital gains. Long-term
capital gains are currently taxed differently from
investment income and shortterm capital gains. From
the standpoint of the shareholder who requests
redemption of shares by the Fund, as of the date of
this Prospectus, the tax treatment of any gain or
loss realized may be treated differently from
ordinary investment income. Because tax rules are
changing, advice from shareholder's own tax counsel
is recommended regarding the taxability of Fund
distributions and the deductibility of Fund
expenses. For tax purposes, the Fund will notify
all shareholders as soon as possible after the end
of each calendar year of all amounts and types of
dividends and distributions paid out and the amount
of the shareholder's allocable share of investment
expenditures.
IRA AND RETIREMENT ACCOUNTS
Any employed individual and her or his spouse may
open one or more Individual Retirement Accounts
("IRAs") each, the number and amounts limited only
by the maximum allowed contribution per year.
Existing IRA accounts of any amount may also be
"rolled over" at any time into a new "self-directed
IRA" account invested in Fund shares. The Fund's
custodian, Star Bank, is empowered and agrees to act
as custodian of all shares purchased. Monies
deposited into an IRA account with the Fund may only
be invested in its shares upon the filing of the
appropriate forms. The forms and disclosures needed
before investing IRA monies in Fund shares may be
obtained by telephone at (412) 935-5520 or (800) 860-
3863, or in person or by written request mailed to
the address shown on the front cover of this
prospectus. There are fees associated with
maintaining or closing an individual retirement
account. A fee schedule is attached to all IRA
applications. All fees are subject to change at any
time.
Monies deposited into other types of profit-sharing,
pension or retirement plans, including Keogh
accounts, may also be invested in Fund shares.
However, the qualification and certification of such
"Plans" must first be pre-arranged with the
investor's own pension or tax specialists who would
assist and oversee all plan compliance
requirements. Although the Fund will endeavor to
provide assistance to those investors interested in
establishing such plans, it neither offers nor
possesses the necessary professional skills or
knowledge regarding the establishment, compliance
or maintenance of retirement plans. Therefore, it
is recommended that professional counsel be retained
by the investor before investing other than IRA
plan monies in Fund shares.
Appendix
Bond Rating Categories as Defined by Standard &
Poor's are quoted in part and inserted herein for
the information of potential investors in the Fund
as a reference as follows:
"A S&P's corporate or municipal debt rating is
a current assessment of the creditworthiness of an
obligor with respect to a specific obligation.
This assessment may take into
consideration obligors such as guarantors, insurers
or lessees. The debt rating is not a
recommendation to purchase, sell or
hold a security inasmuch as it does not comment as
to market price or suitability for a particular
investor.
The ratings are based on current information
furnished by the issuer or obtained by S&P's from
other sources it considers reliable. S&P's does
not perform any audit in connection with any rating
and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended
or withdrawn as a result of changes in, or
availability of, such information, or for other
circumstances.
The ratings are based, in varying degrees, on the
following
considerations:
I.Likelihood of default-capacity and willingness of
the obligor as to the timely payment of interest
and repayment of principal in accordance with the
terms of the obligation;
II. Nature of and provisions of the obligor;
III. Protection afforded by, and relative
position of, the
obligation in the event of bankruptcy,
reorganization or other arrangement under the laws
of bankruptcy and other laws affecting creditors
rights.
AAA - Debt rated AAA has the highest rating
assigned by S&P's. Capacity to pay interest and
repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to
pay interest and repay principal and differs from
the highest rated issues only in small degree.
A - Debt rated A has a strong capacity to pay
interest and repay principal although it is somewhat
more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt
in higher rated categories.
BBB - Debt rated BBB is regarded as having an
adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions
or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay
principal for debt in this category than in
higher rated categories. BB,B,CCC,CC,C - Debt rated
BB,B,CCC,CC, and C is regarded, on balance, as
predominantly speculative with respect to capacity
to pay interest and repay principal in accordance
with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest
degree of speculation. While such debt will likely
have some quality and protective characteristics,
these are outweighed by large uncertainties or major
risk exposures to adverse conditions.
CI - The rating is reserved for income bonds on
which no interest is being paid.
D - Debt rated D is in default, and repayment of
interest and/or repayment of principal are in
arrears.
NR - indicates that no rating has been requested,
that there is insufficient information on which to
base a rating, or that S&P does not rate a
particular type of obligation as a matter of
policy."
STATEMENT OF ADDITIONAL INFORMATION
for
MUHLENKAMP FUND
February 1, 1997
MUHLENKAMP FUND [the "Fund"], a series of the
Wexford Trust, is an open-end diversified
management investment company organized as a
business trust.
This Statement of Additional Information is not
a Prospectus but rather should be read in
conjunction with the Prospectus dated the same
date, a copy of which may be obtained without
charge from the Fund by calling or writing its
corporate
offices at the address and telephone numbers
herein noted.
Table of Contents
Page
Investment Objectives and 2
Policies.........................................
.......
.................................................
....
Investment 3
Restrictions.....................................
.......
.................................................
....... ..................
Non-Fundamental Investment 4
Restrictions.....................................
.......
.............................................
History and Background of Investment 4
Advisor..........................................
....... .................................
Board of Trustees and 5
Officers.........................................
.......
.................................................
.......
...
Investment Advisory 6
Board............................................
.......
.................................................
....... .....
Brokerage 6
Allocations......................................
.......
.................................................
....... ...................
Net Asset Value 6
Calculation......................................
.......
.................................................
....... ..........
Purchase of 7
Shares...........................................
.......
.................................................
....... ...................
Redemption of 8
Shares...........................................
.......
.................................................
....... ...............
Federal Tax 8
Status...........................................
.......
.................................................
....... ....................
Capital 9
Structure........................................
.......
.................................................
....... .........................
Performance 9
Data.............................................
.......
....................................................
.... ...................
Financial
9
Information.........................................
....
....................................................
.... ....................
Custodian: Investment Advisor: Transfer Agent
Star Bank Muhlenkamp & Co., Inc. American
Data Services,
425 Walnut 12300 Perry Highway Inc.
Street Wexford, PA 15090-8318 24 West Carver Street
Cincinnati, OH Tel: (412) 935-5520 or Huntington, N.Y. 11743
45201-1118 (800) 860-3863 Tel: (516) 385-9580
(513) 632-4603 e-mail: Fax: (516) 385-7909
[email protected]
Investment Objective and Policies
It is the intention of the Fund to attempt to
maximize total returns for its shareholders by
seeking income from dividends and interest as well
as capital gains from increases in the value of its
investments. Investments will be in common stocks
most of the time unless the stock market environment
has risen to a point where the advisor to the Fund,
Muhlenkamp & Co., Inc., (MCI), can no longer find
equity securities that have been determined to be
undervalued. During such periods investments will
be made in fixed-income or debt investments until
such time as more attractive common stocks can be
found for purchase.
MCI believes that the success of a stock is
dependent upon, and invariably a reflection of, the
quality of management. Therefore, the Fund spends
time in an attempt to assess management's ability
prior to making a commitment to its shares with Fund
assets. The assessment may include an analysis of
historical financial achievements of the company,
direct discussions with management by telephone or
in person, visitations to the company,
conversations with security analysts who actively
follow the company for investment brokerage firms,
and discussions with competitors, suppliers, and
customers of the company. While MCI feels this
assessment technique to be clearly instrumental to
the success of the investment, it should be
recognized that judgments made by MCI are purely
subjective in nature. Therefore, there can be no
assurance that MCI will be successful in achieving
its investment objectives for the Fund.
It is MCI's belief that the objective of maximizing
total return to shareholders can only be achieved
consistently over a long investment horizon.
Typically, this will mean that a stock may be held
for a three-to-five year period or longer if MCI,
by its own determination, feels that the
recognition of true business worth has not yet been
attained in the stock's current market quotation.
Thus, the Fund serves little purpose for investors
who wish to take advantage of short-term
fluctuations in its net asset value per share.
Consistent with MCI's objective of seeking to
maximize total returns for Fund shareholders MCI
from time to time may also choose to invest some or
all of the Fund's assets in fixedincome 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. 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]. MCI is a Pennsylvania corporation
practicing as an Investment Advisor. MCI is
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
offering investment advisory services under the
direction and control of Mr. Muhlenkamp since 1977.
MCI's principal activity is to provide investment
advisory and consulting services under contract to
individuals, pension, profit-sharing, IRA and KEOGH
retirement plans, corporations, and non-profit
organizations generally located in the service area
that includes the continental U.S.
Mr. Ronald H. Muhlenkamp, MCI's principal investment
professional, has been employed or active as an
investment advisor doing investment research or
managing investment portfolios since 1970. In
addition to the above duties, 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
received a degree in engineering from the
Massachusetts Institute of Technology and a Masters
of Business Administration degree from Harvard
Business School. In addition, Mr. Muhlenkamp 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. While
employed at Integon, Mr Muhlenkamp had the
opportunity to extensively study major investment
management practices and philosophies of the past 30
years. In 1975 Mr. Muhlenkamp joined C.S. McKee and
Company where he was responsible for over 70
investment portfolios. In 1977 Mr. Muhlenkamp left
C.S. McKee and Company to form MCI. 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.
However, relative to individually managed accounts ,
the Fund will have more freedom 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. As a result, 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 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:
Past
Five Year Position With Business
Name and Address The Fund
Affiliations
and
Primary
Occupat
ion
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 Investment
Company Act of 1940
Pension or
Retirement Estimated
Position Aggregate Benefits Annual
Name with Fund Remunerati Accrued During
Benefits
on Registrants Upon
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 permits the President
of the Fund, with the approval of the Board of
Trustees, to 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. 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. Each Advisory
Board member 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 the Fund's objectives and is expected to
prove useful to the investment advisor to the Fund.
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 is currently 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 Year's 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 uncollected 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. The share certificates must be
signed and contain a proper signature guarantee by
an official of a commercial bank or a New York Stock
Exchange member firm, before redemption can take
place and payment for shares made to any redeeming
shareholder. The Fund shall have the right to
refuse payment to any registered shareholder until
all legal documentation necessary for a complete and
lawful transfer is in the possession of the Fund or
its agents, to the complete satisfaction of the Fund
and its Board of Trustees.
Shareholders participating in the Automatic
Investment Plan may have the proceeds of their
redemption deposited directly into the account
previously designated on the Automatic Investment
Application. Under most circumstances, payments
will be transmitted on the third business day or no
later than 7 calendar days following receipt by the
Muhlenkamp Fund of a valid request for redemption.
Federal Income Tax
It is intended that the Fund qualify for and elect
the special tax treatment afforded a "regulated
investment company" under subchapter M of the
Internal Revenue Code. To qualify, the Fund must:
(1) Make an election to be a regulated investment
company; (2) invest and re-invest so that at least
90 percent of its gross income is derived from
dividends, interest, payments with respect to
securities loans, and gains from the sale or other
disposition of stocks or securities; (3) Invest and
reinvest so that less than 30 percent of its gross
income is derived from the sale or other disposition
of stock or securities held for less than three
months; (4) Satisfy certain diversification
requirements with respect to its assets at the close
of each quarter of the taxable year; (5) Distribute
to its shareholders substantially all of its
ordinary and capital gain net income.
Dividends paid out as distributions to Fund
shareholders are derived from interest and dividends
it receives and from any net capital gains the Fund
may realize during the calendar year. Dividends
derived from investment income are taxable to
shareholders at ordinary income tax rates when
received, regardless of whether received as cash or
as additional shares. The information Fund
shareholders will require in order to correctly
report the amount and type of dividends and
distributions on their tax returns will be provided
by the Fund early each calendar year, sufficiently
in advance of the date for filing a calendar year
return. To avoid the Fund having to withhold a
portion of your dividends, it is necessary that you
supply the Fund with needed information, including
a valid, correct Social Security or Tax Identification Number.
A regulated investment company must also provide a
written statement on or before January 31 of the
subsequent year containing the following
information: The name and address of the regulated
investment company; the name and address of the
shareholder; a statement indicating that the pass-
through entity is required to report the amount of
the allocable affected expenses pursuant to
Regulation Section 1.67(n)(i)(i); the amount of
income deemed distributed to the investor; and the
amount of expenses required to be allocated to the
investor.
Capital Structure
Under the terms of the Trust's Declaration of Trust,
each Fund shareholder has one vote per share of
beneficial interest in the Trust. A majority of
shares, voting in accordance with the terms as set
forth in the Declaration and bylaws: (1) elects a
majority of Fund Trustees; (2) must approve
advisory contracts;
(3) can terminate the Trust; and 4) generally holds
powers to determine and/or approve or disapprove
fundamental Fund policies. Required shareholder
approvals shall be obtained at annual or special
meetings duly called and held for such purposes.
Trustees are elected to office for an indefinite
term and are charged with the responsibility of
over- seeing the day to day operation and affairs of
the Fund for shareholders. Trustees may appoint
persons to fill vacancies without a meeting or
shareholder approval, so long as a majority of
Trustees then serving have been elected by
shareholders.
Performance Data
The average total return quotations for 1, 5, and 10
years ending on 12/31/95 are as follows. It equates
the initial amount to the Ending Redeemable Value:
P(1+T)^n=ERV.
P = Initial Purchase of $1,000
T = Average Annual Total Return for the period.
n = Number of Years in the period.
ERV = Ending Redeemable Value at end of applicable
1, 5, and 10 year periods, or fraction thereof.
Period Initi Average Ending Redeemable
al Annual Value
Purch Return (12/31/96)
ase
1 Year $1,00 29.96% $1,300
(since 0
12/31/96)
5 Years $1,00 17.01% $2,193
(since 0
12/31/91)
Since $1,00 14.90% $3,109
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 a hypothetical
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.
The Fund will mail a semi-annual report to
shareholders maintaining an active account on
June 30th of the current
fiscal year. However, It will not mail duplicate
semi-annual reports and prospectuses to shareholders
having the same address
of record. Shareholders can obtain additional
copies of the
financial report and prospectus by calling or
writing the Fund at the address on the
cover of this Prospectus.
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, 1996 or a more recent semi-annual
report is 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, 1996
is as follows;
Title of Class Number
of Record Holders
Shares of Beneficial
Interest 3960
Item 27. BY-LAWS Article XI, Indemnification of
Officers and Trustees:
(Indemnification Provision included herein by
Reference Article IV, Section 4.2 of
Declaration of Trust, included as an exhibit
to the Registration Statement filed 11/15/88,
a copy of which indemnification provision is
attached as an exhibit hereto,
which in summary provides that Trustees and
Officers of Wexford Trust-Muhlenkamp Fund
shall be eligible to be indemnified by the
Trust for claims filed against them by virtue
of their acting in that capacity, excepting
or willful misconduct, breach of trust, bad
faith, gross negligence or reckless disregard
of their official duties and
responsibilities.)
In addition, the investment Advisory Contract
provides that the Advisor will not be held
liable for mistakes in judgment unless the
Advisor is guilty of willful misfeasance, bad
faith or gross negligence in the performance
of its duties or by reason of reckless
disregard of its obligations under the
Investment Advisory Contract.
"Insofar as indemnification for liability
arising under the Securities Act of 1933 may
be permitted by directors, trustees, officers
and controlling persons of the registrant
pursuant to the foregoing provisions, or
otherwise, the registrant has been advised
that in the opinion of the SEC such
indemnification is against public policy as
expressed in the Act and may therefore be
unenforceable. In the event that a claim
for indemnification against such liabilities
(other than the payment by the registrant of
expenses incurred or paid by a director,
trustee, officer or controlling person of the
registrant in the successful defense of any
action, suit or proceeding) is asserted by
such director, officer or controlling person
in connection with the securities being
registered, the registrant will, unless in
the opinion of counsel the matter has been
settled by controlling precedent, submit to a
court of appropriate jurisdiction the
question whether such indemnification by it
is against public policy as expressed in the
Act and will be governed by the final
adjudication of such issue."
In respect to indemnification provisions, the
Trust will comply with Securities Act of 1933
releases #7220 and 11330.
Item 28. Business and Other Connections of
Investment Advisor.
none
Item 29. Principal Underwriters.
Fund shares self-distributed
Item 30. Location of Accounts and Records.
American Data Services, Inc.
24 West Carver
Street
Huntington,
N.Y. 11743
Item 31.
Management
Services.
None. Not
applicable
Item 32. Undertakings None.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940
the registrant has duly caused this Registration
Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the
Village of Wexford, the State of Pennsylvania,
this 1st day of February, 1997.
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
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
MUHLENKAMP FUND APPLICATION
NAME OF APPLICANT
________________________________________________________________
Joint Tenant _______________________________________________
Social Security Number ________________________________________
Name of Co-Applicant
___________________________________________________________________
1 The account registration will be joint tenants with right of
survivorship unless otherwise specified.
2 Only one Social Security Number is needed for tax reporting.
Gift to__________________________________________________________ as
custodian for_____________________________________________________
a Minor________________________________________________________ under
the___________________ Uniform Gifts/Transfer to Minors Act.
A Trust___________________________________________________________ as trustee
for_________________________________________________________
under
agreement dated______________________________________________
Individual
Retirement
Account
My initial investment is a(n): IRA contribution for Tax Year 19 ____
Simplified Employee Pension-IRA (SEP-IRA)
contribution for Tax Year 19____
Rollover
or transfer from: (Check One)
Another IRA Employer-sponsored retirement
plan
SEP-IRA IRA Rollover [funds previously
received from
a distribution from an employer-
sponsored
retirement plan]
NOTE: If you are establishing an IRA account with the Muhlenkamp Fund you
must complete the 5305-A and Beneficiary Designation forms. If you are
transferring an IRA from another financial institution, custodian, or trustee,
you must also complete a Transfer Letter.
City ___________________________________________ State______________
Zip Code____________________________________________________________________
I am a citizen of U.S. Other (please specify)
I authorize Muhlenkamp Fund to open a New Account for purchase of its
common shares in accordance with these instructions and all applicable
provisions of this application as outlined in the current prospectus which
I have received. Under penalty of perjury, I certify (1) that the number
shown on this form is my correct taxpayer identification number and (2)
that I am not subject to backup withholding because (a) I have not been
notified that I am subject to backup withholding as a result of failure to
report all interest and dividends, or (b) the Internal Revenue Service has
notified me that I am no longer subject to backup withholding.
X_______________________________________________________________________-
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders,
Trustees, Etc. No shareholder shall be subject to any
personal liability whatsoever to any Person in connection
with Trust Property or the acts, obligations or affairs of
the Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever
to any Person, other than to the Trust or its Shareholders,
in connection with Trust Property or the affairs of the
Trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons
shall look solely to the Trust Property for satisfaction of
claims of any other nature arising in connection with the
affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust, is made a party
to any suit or proceeding to enforce any such liability of
the Trust he shall not, on account thereof, be held to any
personal liability The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reasons of his being or having been a Shareholder, and shall
reimburse such Shareholder out of the Trust Property for all
legal and other expenses reasonably incurred by him in
connection with any such claim or liability Indemnification
and reimbursement required by the preceding sentence shall
be made only out of assets of the one or more Series whose
shares were held by said Shareholder at the time of the act
or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a
Shareholder under this Section 4.1 shall not exclude any
other right to which such Shareholder may be lawfully
entitled, nor shall anything herein contained restrict the
right of the Trust to indemnify or reimburse a Shareholder
in any appropriate situation even though not specifically
provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No
Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof
for any action or failure to act (including without
limitation the failure to compel in any way any former or
acting Trustee to redress any breach of trust) except for
his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of
his office.
Section 4.3. Mandatory Indemnification. (a) Subject to
the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to
the fullest extent permitted by law against all liability
and against all expenses reasonably incurred or paid by him
in connection with any claim, action suit or proceeding in
which he becomes involved as a party or otherwise by virtue
of his being or having been a Trustee or officer and against
amounts paid or incurred by in the settlement thereof;
(ii) the words "claim," "action," "suit,' or
"proceeding" shall apply to all claims, actions suits or
proceedings (civil, criminal, or other, including appeals),
actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust or the
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the
best interest of the Trust;
(iii) in the event of a settlement or other disposition
not involving a final adjudication as provided in paragraph
(b)(ii) resulting in a payment by a Trustee or officer,
unless there has been a determination that such Trustee or
officer did not engage in willful misfeasance, bad faith,
involved in the conduct of his office:
(A) by the court or other body approving the settlement
or other disposition; or
(8) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a
majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Noninterested Trustees then
in office act on the matter) or (y) written opinion of
independent legal counsel.
(c) The rights of indemnification herein provided may
be insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights to
which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be
such Trustee or officer and shall inure to the benefit of
the heirs, executors, administrators and assigns of such a
person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than
Trustees and officers may be entitled by contract or
otherwise under law.
(d) Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section 4 3 may
be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification under
this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the recipient,
or the trust shall be insured against losses arising out of
any such advances; or
10
(ii) a majority of the Non-interested Trustees acting
on the matter (provided that a majority of the Non-
interested Trustees act on the matter) or an independent
legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4.3, a Non-interested Trustee"
is one who is not (i) en "Interested Personal of the Trust
(including anyone who has been exempted from being an
"Interested Personal by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee
shall be obligated to give any bond or other security for
the performance of any of his duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust
Instruments. Etc. No purchaser, lender, transfer agent or
other Person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer,
employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of
the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking, and every other act or
thing whatsoever executed in connection with the Trust shall
be conclusively presumed to have been executed or done by
the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers,
employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security of
the Trust or undertaking made or issued by the Trustees may
recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and
that the obligations of the Trust under any such instrument
are not binding upon any of the Trustees or Shareholders
individually, but bind only the trust estate, and may
contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not
operate to bind the Trustees individually The Trustees shall
at all times maintain insurance for the protection of the
Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall
deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee and
officer or employee of the Trust shall, in the performance
of his duties, be fully and completely justified and
protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of
account or other records of the Trust, upon an opinion of
counsel, or upon reports made to the Trust by any of its
officers or employees or by the Investment Adviser, the
Administrator, the Distributor, Transfer Agent, selected
dealers, accountants, appraiser or other experts or
counsultants selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee
1 1
WEXFORD TRUST
MUHLENKAMP FUND
CROSS REFERENCE SHEET
Form N-1A Heading in
Item Number Prospectus
Prospetus Prospectus
1. Cover Page Cover Page
2. Synopsis Cover Page
3. Condensed Financial Information Financial
Information
4. General Description of Registrant Cover Page
5. Management of Fund The Trust; Investment Advisor
5A. Management Discussion of *
Funds Performance
6. Capital Stock and Capital of Trust
Other Securities
7. Purchase of Securities How to Buy Shares
being offered
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings *
SAI SAI
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History *
13. Investment Objectives
and Policies Investment Objective
and Policies, Investment Restrictions
14. Management of the Fund Board of Trustees
15. Control Persons,
Principals and Board of Trustees Holders
16. Investment Advisory and History and Background
Other Services of Investment Advisor
17. Brokerage Allocation Brokerage Allocation
18. Capital Stock and Capital Structure
Other Securities
19. Purchase Redemption and
Pricing Purchase of Shares Redemption of Shares
20. Tax Status Federal Income Tax
21. Underwriter *
22. Calculations of Performance Data *Performance Data
23. Financial Statements Financial Information
* Not Applicable
Independent Auditor's Consent
To the Shareholders and Trustees of the
Wexford Trust (Comprised of the Muhlenkamp Fund)
We consent to the use in the Post-Effective Amendment Number
12 to Registration Statement No. 33-20158 on Form N-1A under
the Securities Act of 1933 (Amendment Number 12 to
Registration Statement No. 811-5469 on Form N-1A under the
Investment Company Act of 1940) of our report dated January
23, 1997 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, 1997
