4
MUHLENKAMP FUND
12300 Perry Highway
Wexford, PA 15090
Dear Shareholder:
You are cordially invited to attend the Special meeting of the
Shareholders of the Muhlenkamp Fund (A Series of the Wexford
Trust), which will be held on May 28, 1998 at 10:00 A.M., Eastern
Standard Time, at The Chadwick in Ballroom C, 1 Wexford Square,
Wexford, PA, 15090.
The matters to be acted upon at the meeting:
(1) Election of Trustees;
(2) One proposed change to your Fund's fundamental investment
restrictions, which would not alter your Fund's investment
objectives;
(3) Any other business properly brought before the meeting.
Although we would like very much to have each shareholder attend
the special meeting, we realize this is not possible. Whether or
not you plan to be present at the meeting, we need your vote. We
urge you to complete, sign and return the enclosed proxy card
promptly. A postage-paid envelope is enclosed for this purpose.
If you return your proxy promptly, you can help your Fund avoid
the expense of follow-up mailings to achieve a quorum so that the
meeting can be held. If you decide between now and the meeting
date that you can attend the meeting in person, you can revoke
your proxy at that time and vote your shares at the meeting.
If your shares are held in street name, only your bank or broker
can vote your shares, and only upon receipt of your specific
instructions. Please contact the person responsible for your
account and instruct him or her to execute the proxy card today.
We look forward to seeing you at the meeting or receiving your
proxy so that your shares may be voted at the meeting.
Sincerely yours,
Ronald H. Muhlenkamp, President
April 15, 1998
MUHLENKAMP FUND
12300 Perry Highway
Wexford, PA 15090
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on May 28, 1998.
Notice is hereby given that a joint special meeting (the
"Meeting") of shareholders of the Muhlenkamp Fund (A Series of the
Wexford Trust) will be held on May 28 at 10:00 a.m. Eastern Time
at The Chadwick in Ballroom C, 1 Wexford Square, Wexford, PA,
15090, for the following purposes:
1. To elect Trustees, as described in part I of the attached
Proxy statement (p 1).
2. One proposed change to your Fund's fundamental investment
restrictions, which would not alter your Fund's investment
objectives.
3. To transact any other business which may properly come before
the Meeting or any adjournments thereof.
The close of business March 6, 1998 has been fixed as the record
date for the determination of shareholders of the Muhlenkamp Fund
(A Series of the Wexford Trust) entitled to notice of and to vote
at the Meeting or any adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN WITHOUT
DELAY AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID
ENVELOPE SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING.
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE
EXPENSE OF FURTHER SOLICITATION.
By order of the Board of Trustees.
Jean A. Leister
Secretary
April 15, 1998
Muhlenkamp Fund-A Series of the Wexford Trust
12300 Perry Highway
Wexford, PA 15090
PROXY STATEMENT
The enclosed proxy is solicited by the Trustees of Muhlenkamp Fund
(the "Fund") for use at the 1998 Special Meeting of Shareholders
to be held on May 28, 1998, and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Meeting of
Shareholders. Shareholders of record at the close of business on
March 6, 1998, are entitled to be present and to vote at the
meeting or any adjourned session thereof. The Notice of Meeting,
Proxy and the Proxy Statement have been mailed to such
shareholders of record on or about April 15, 1998.
A copy of the Annual Report of the Fund for its most recent fiscal
year, including financial statements and the Prospectus dated
3/1/98, will accompany this Proxy Statement. A representative of
Deloitte & Touche LLP, Auditors of the Fund, is expected to be
present at the meeting with the opportunity to make statements and
to respond to appropriate questions.
Each share of beneficial interest is entitled to one vote. Shares
represented by duly executed proxies will be voted for the
election of the persons named herein as Trustees, unless such
authority has been withheld. With respect to the other matters
specified in the proxy, shares will be voted in accordance with
the instructions made. If no instructions are made, the proxy
will be voted for the matter specified in the proxy. Proxies may
be revoked at any time before they are voted by a written
revocation received by the Secretary of the Fund, by properly
executing a later-dated proxy or by attending the meeting and
voting in person.
1. ELECTION OF TRUSTEES
The nominees for Trustees of the Fund who are proposed for
election at the meeting, their ages, and a description of their
principal occupations are set forth below. Ronald H. Muhlenkamp
is currently a Trustee of the Fund and was elected by the
shareholders of the Fund on November 18, 1988. The other nominees
have never served as Trustees of the Fund. Mr. Belle and Mr. Rice
are retiring from the board after 9 years service.
The term of office of each person elected as Trustee will be until
the next meeting held for the purpose of electing Trustees and
until his or her successor is elected and qualified. Each of the
nominees has agreed to serve as a Trustee if elected. If any of
the nominees should be unavailable for election at the time of the
meeting, the persons named as proxies will vote unmarked proxies
and those marked for the unavailable Trustee for such other
nominee as the present Trustees may recommend.
PRINCIPAL OCCUPATION
NOMINEE AGE FOR THE LAST
FIVE YEARS
Alfred E. Kraft 61 Management Consultant
Terrence McElligott 50 President, West Penn Brush
& Supply, Inc.
None of the Trustees of the fund receive any fees associated with
their duties.
FUND SHARES OWNED BY TRUSTEES AND OFFICERS
The total amount of Fund shares beneficially owned by each Trustee
as of December 31, 1997 and the year in which each individual
became a trustee appears below.
OWNERSHIP OF
YEAR FIRST SHARES OF THE NOMINEE/ACTIVE
ELECTED AS FUND AS OF RETIRING
TRUSTEE TRUSTEE 12/31/97 FROM BOARD
Edgar C. Belle 1988 0
Retiring
Alfred E. Kraft - 1,813.435
Nominee
Terrence McElligott - 14,302.275
Nominee
Ronald H. Muhlenkamp 1988 18,514.020* Active
Richard R. Rice 1988 0
Retiring
*Includes 11,505.290 shares held in the Muhlenkamp & Company
Pension Plan.
For the fiscal year ended December 31, 1997, there were 3 meetings
of the Board of Trustees.
THE MANAGEMENT CONTRACT
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. As of the date of
this proxy, Muhlenkamp & Co., Inc. is under contract to provide
investment management and advice to individual and institutional
clients, in addition to the Fund.
The advisor is registered with the Securities and Exchange
Commission under the Investment Advisors Act of 1940.
Accordingly, the advisor files periodic reports, which are
available for public inspection. 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.
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, the
advisor shall pay such excess expenses. Should the net assets of
the Fund exceed $100 Million, total Fund expenses on the assets
over $100 Million shall be limited to 1.5%. The advisor shall pay
any excess expenses.
2. CHANGE TO COMPANY'S INVESTMENT RESTRICTIONS
The Trustees are recommending that the shareholders approve a
change to your Fund's fundamental investment restrictions to allow
the fund to invest in put and call options on stock or bonds.
The Fund's present Investment Policy states that 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. The change would revise the policy
to allow investments in options, both puts and calls. We are
recommending the change because the tax laws on long-term capital
gains have been changed, extending the required holding period to
18 months. In addition, the tax rates have been lowered making
long-term gains more attractive relative to short-term gains.
Options (puts and calls) can be a useful tool for extending short-
term gains into long-term gains. In addition, the current
premiums offered on some option contracts are attractive relative
to interest rates on bonds and other investments.
The Fund's Investment Restrictions states that the Fund will not
"...invest in options, futures, commodities or in commodity
contracts, restricted securities, mortgages, oil, gas, mineral or
other exploration or development programs."
The proposed amendment would delete the word "options" from this
restriction.
3. FUND INFORMATION
THE FUND
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 fixed-
income 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 objectives. (For
further information, please refer to "Investment Objectives and
Policies" section in the enclosed 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
presently the only fund of the Wexford Trust, as a Massachusetts
Business Trust. As part of a trust, each fund would have 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.
BROKER ALLOCATIONS
The placement of orders for the purchase and sale of portfolio
securities are 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 Trustees, such placement serves the best interest of the
Fund and its shareholders.
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 redemption 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 24% over the last seven 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" for more
information on these subjects.
FUND INFORMATION
Assets of the Fund and Shares Outstanding:
Net Assets as of December 31, 1997: $125,460,638
Shares outstanding and authorized to vote on March 6, 1998:
3,979,925.
No Person beneficially owns more than 5% of the Fund's shares as
of March 6, 1998.
MANAGEMENT CONTRACT
The management contract dated July 6, 1988 was approved by the
shareholders on that date and was last approved by the Trustees on
November 21, 1997.
Management fee paid to Muhlenkamp & Company for the one year
period ended 12/31/97: $810,448
4. MISCELLANEOUS
QUORUM AND METHODS OF TABULATION
Fifty percent of the shares entitled to vote, present in person or
represented by proxy, constitute a quorum for the transaction of
business with respect to such proposals at the Meeting. Persons
appointed by the Trust, as tellers for the meeting, will count
votes cast by proxy or in person at the meeting.
The two nominees for election as Trustees at the Meeting who
receive the greatest number of votes properly cast for the
election for Trustees shall be elected Trustees.
The fundamental investment restriction change requires the
affirmative vote of a majority of the shares entitled to vote.
OTHER BUSINESS
The trustees know of no other business to be brought before the
meeting. However, if any other matters properly come before the
meeting, it is their intention that proxies that do not contain
specific restrictions to the contrary will be voted on such
matters in accordance to the judgements of the persons named as
proxies in the enclosed form of proxy.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, Trustees of
the Fund and employees of Muhlenkamp & Company, Inc. may solicit
proxies in person or by telephone.
ADJOURNMENT
If sufficient votes in favor of any of the proposals set forth in
the Notice of the Meeting are not received by the time scheduled
for the meeting, the persons named as proxies may propose one or
more adjournments of the meeting for a period or periods of not
more than 60 days in the aggregate to permit further solicitation
of proxies with respect to any of such proposals. Any adjournment
will require the affirmative vote of the majority of the votes
cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote
in favor of such adjournment those proxies required to be voted
against any of such proposals. The Fund pays the costs of any
such solicitation and of any adjourned session.
MUHLENKAMP FUND
WEXFORD TRUST
THIS PROXY IS SOLICITED BY THE TRUSTEES of the Muhlenkamp
Fund of the Wexford Trust (the "Fund") for use at the Special
Meeting of Shareholders (the "Special Meeting") to be held May 28,
1998 at 10 a.m. (Eastern Time) at The Chadwick in Ballroom C, 1
Wexford Square, Wexford, PA, 15090.
The undersigned hereby appoints Ronald Muhlenkamp or Jean A.
Leister with full power of substitution, as proxies of the
undersigned to vote at the above-stated Special Meeting and at all
adjournments or postponements thereof, all shares of beneficial
interest of the Fund that are held of record by the undersigned on
the record date for the Special Meeting, upon the following
matters, and upon any other matter which may come before the
Special Meeting, at their discretion (see reverse side).
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATE: , 1998
Please sign exactly as name appears hereon. When shares are held
by joint tenants, both must sign. When signing as attorney or as
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
________________________________
Signature(s) (Both if held jointly)
Every properly signed Proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as
GRANTING authority to vote FOR the election of Trustees and the
approval of the Investment Advisory Agreement.
Please vote by filling in the appropriate box below, as shown,
using blue or black ink.
FOR AGAINST ABSTAIN
ITEM 1 Election of Trustees (All)
To withhold authority to vote for any
individual nominee, write that nominee's
name:
_________________________________
* Albert F. Kraft
* Terrence McElligott
ITEM 2 Approval to amend the Fund's
fundamental investment restrictions
to authorize the Fund to invest in,
put and call options on securities.
ITEM 3 At their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the Special Meeting or any adjournments
thereof.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THE CARD.
