ADVISORY BUSINESS Wexford Capital LP, a Delaware limited partnership, was formed in February 2009 and is the
successor to Wexford Capital LLC, which was formed in December 1995, and Wexford
Management Corp., which was incorporated in May 1994. Wexford Core Equities Management
LP, a Delaware limited partnership, was formed in January 2020 (with Wexford Capital LP,
collectively, “Wexford”). Wexford has over sixty (60) employees and an office in both West
Palm Beach, Florida and Greenwich, Connecticut. Charles E. Davidson, Wexford’s Chairman
and Chief Investment Officer, and Joseph M. Jacobs, Wexford’s President, are the principal
owners of Wexford and have ultimate authority over the management, operations and investment
decisions made by Wexford.
Wexford serves as the investment adviser, sub-adviser, manager or general partner (collectively,
the “Manager”) for a variety of private pooled investment vehicles over which Wexford has
discretionary trading authority. These private pooled investment vehicles include, but are not be
limited to, U.S. limited partnerships, U.S. limited liability companies, non-U.S. limited
partnerships, and non-U.S. corporations that are structured as either hedge funds (collectively,
the "Hedge Funds") or private equity funds (collectively, the "Private Equity Funds" and,
together with the Hedge Funds and any other private pooled investment vehicle managed by
Wexford, the "Funds"). Each Hedge Fund is generally structured as a “master-feeder” fund,
whereby the “feeder” fund of a Fund invests in the “master” fund of such Fund or, on occasion,
in other investment vehicles managed by Wexford. Each Private Equity Fund is generally
structured as a single-entity fund. None of the Funds are required to be registered as an
investment company under the Investment Company Act of 1940 and Wexford does not
participate in any wrap fee programs.
Wexford performs investment advisory services for the Funds in accordance with the offering
memorandum for each such Fund (in each case, a “Memorandum” and, collectively, the
“Memoranda”). Investments made by Wexford on behalf of any Fund may be in the form of
preferred stock, debt, warrants, common stock, options or other types of securities or ownership
interests. Moreover, special purpose entities managed by Wexford may also invest in the
foregoing forms of investments through private equity, distressed securities or special situation
investments. Please see Item 8 for a more detailed description of Wexford's advisory services.
Although not necessarily an exhaustive list of legal entities advised or managed by Wexford,
Wexford currently provides administrative and/or investment management services to the
following Funds:
Wexford Spectrum Fund, L.P., a Delaware limited partnership, and Wexford Offshore
Spectrum Fund, a Cayman Islands exempted company (collectively, the "Spectrum
Funds"), which are opportunistic, multi-strategy/global macro hedge funds;
Wexford Catalyst Fund, L.P., a Delaware limited partnership, and Wexford Offshore
Catalyst Fund Limited, a Cayman Islands exempted company (collectively, the "Catalyst
Funds"), which are focused on the energy, natural resources, and industrial sectors;
Wexford Credit Opportunities Fund, L.P., a Delaware limited partnership, and Wexford
Offshore Credit Opportunities Fund Limited, a Cayman Islands exempted company
(collectively, the "Credit Opportunities Funds"), which are multi-strategy, credit-oriented
hedge funds focused on high-yield debt, distressed debt, mortgages, and special situations
equity;
Wexford Core Equities Domestic Fund LP, a Delaware limited partnership, and Wexford
Offshore Core Equities Fund Limited, a Cayman Islands exempted company
(collectively, the "Core Equities Funds"), which are fundamentally oriented, long/short
equity hedge funds focused on single name, alpha-generating long and short positions in
publicly-traded equity securities;
Wexford Absolute Return Fund, L.P., a Delaware limited partnership (the "Absolute
Return Fund"), which is an insurance-dedicated fund that predominately invests in other
Funds;
Wexford Focused Equities, L.P. (the “Focused Equities Fund”), a Delaware limited
partnership, which is a hedge fund focused on equities;
Wexford Long Term Equity Fund, L.P. (the “Long Term Equity Fund”), a Delaware
limited partnership, which is a hedge fund focused on equities;
Wexford-MIT Energy II, L.P., a Delaware limited partnership that has a lead investor and
a small number of additional investors who are affiliated with Wexford;
Wexford Partners VII, L.P., a Delaware limited partnership; Wexford Offshore Partners
VII Limited, a Cayman Islands exempted company; Wexford Partners VIII, L.P., a
Delaware limited partnership; Wexford Partners 9, L.P., a Delaware limited partnership;
Wexford Partners 10, L.P., a Delaware limited partnership; and Wexford Partners 11,
L.P., a Delaware limited partnership; each of which is a private equity fund that may
invest, whether proactively or passively, in a wide array of private asset classes.
In addition to those Funds set forth above, Wexford may, on behalf of certain Private Equity
Fund investors, manage certain entities that hold certain assets that remain after the liquidation
and dissolution of the relevant Private Equity Fund(s) due to such remaining assets not having
yet been liquidated.
As of December 31, 2019, the value of Wexford’s net assets under management was
approximately $2.0 billion.
This Brochure generally includes information about Wexford and its relationships with its Funds
and affiliates. While much of this Brochure applies to all such Funds and affiliates, certain
information included herein applies to specific Funds or affiliates only. As used herein, the term
"client" refers to any Fund.
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FEES AND COMPENSATION Wexford, in its capacity as Manager, generally charges an asset based fee of 1-2% per year on
assets under management for the Funds (the "Management Fee”). Wexford and/or its affiliates
share in profits based on the performance of the assets under management pursuant to the terms
of the relevant agreement, generally 20% of profits generated (the "Incentive Compensation").
For its Hedge Funds and certain other Funds, Wexford also charges an administrative fee (the
"Administrative Fee" and, together with Management Fee and Incentive Compensation,
collectively, the “Fees”) of 0.125-0.175% per annum of the net asset value of each class of
shares or interests. The specific fees applicable to each Fund are set forth in each Fund's
Memorandum. Certain investors may pay reduced or no Management Fees or Incentive
Compensation as set forth in the applicable Memorandum.
Fees and any other compensation paid to Wexford or its affiliates by the Funds are generally
deducted from the assets of the Funds, whereby (i) the Management Fee for the Hedge Funds is
generally paid on a monthly basis in advance and the Management Fee for the Private Equity
Funds is generally paid on a quarterly basis in advance, (ii) the Incentive Compensation for the
Hedge Funds is generally paid on an annual basis (or upon realization or deemed realization of a
"special investment" in a Hedge Fund, where such special investment comprises part of such
Fund's investment strategy) and the Incentive Compensation for the Private Equity Funds is
generally paid after the relevant investors have received a return of all of their capital
contributions to the relevant Private Equity Fund.
With respect to those Funds that permit investors to redeem or withdraw capital, such
redemptions and/or withdrawals are generally permitted on a quarterly basis.
In the event that a Fund bears any fees or expenses in connection with the operation of such Fund
(collectively, the “Fund Operating Expenses”), such Fund will generally charge its investors their
respective
pro rata portion of such Fund Operating Expenses. While further detailed in the
Memoranda, Fund Operating Expenses may include, but are not limited to, the following:
Organizational costs and expenses; taxes and governmental fees; investment expenses; brokerage
and commission expenses; due diligence and consulting fees; fees and expenses of open and
closed-end funds or of unaffiliated investment advisers; margin expenses; premium and interest
expenses; expenses of any other investment vehicles; license, maintenance and other fees;
registration, transfer agents, and custodial fees and expenses; stock exchange listing fees;
portfolio pricing fees; insurance expenses; operating expenses; legal, accounting, audit and tax
preparation expenses, including but not limited to fees for (i) internal legal or tax preparation
services and/or (ii) services performed by Wexford’s or an affiliate’s management, legal,
accounting or administrative personnel for the benefit of any operating company or special
purpose entity in which the relevant Fund may have investments; investment research expenses;
director and STAR Trust expenses (for offshore Funds); overhead or other fees and expenses
borne by any Wexford subsidiary or affiliate in respect of services provided in connection with
any investments made by the relevant Fund(s); other out-of-pocket costs and expenses borne by
Wexford and/or its affiliates in connection with the relevant Fund(s) and/or its underlying assets
or investments; and any extraordinary expenses such as litigation and indemnification of the
general partner of the relevant Fund, Wexford and/or their respective affiliates.
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PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Wexford and, if applicable, its affiliates are paid Incentive Compensation by every Fund in
accordance with such Fund’s respective Memorandum. As a result, Wexford and its affiliates do
not have any conflicts of interest that may arise as result of accepting Incentive Compensation
from certain Funds, but not from other Funds. Although Wexford’s Incentive Compensation
may vary among Funds (or classes thereof), Wexford does not deem any such variation to create
any material risk that Wexford will favor certain Funds (or classes thereof) over others. Wexford
is committed to allocating investment opportunities on a fair and equitable basis and has
established policies and procedures to address any such conflicts of interest (see Item 11 for
information relating to Wexford's allocation policy).
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TYPES OF CLIENTS Wexford provides investment advice to the Funds and other investment vehicles, as described in
Item 4 above. Wexford generally imposes a minimum initial investment of $1 million - $5
million per investor in each Fund, although any such Fund may accept lesser amounts.
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METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies Wexford provides investment advisory services to a series of Hedge Funds and Private Equity
Funds that invest in a wide variety of industries. Wexford believes that managing such a wide
variety of Funds enables Wexford to have detailed knowledge and perspective across the private
and public equity markets for the sectors on which Wexford is currently focused and that such
detailed knowledge and perspective provide the Funds’ with an incremental competitive
advantage due to their collective breadth and depth of resources.
Wexford has particular expertise investing in the following sectors: bankruptcy/distressed,
energy/natural resources, real estate, technology/telecommunication, and transportation.
Wexford’s activity level in any of these sectors at any given time depends on Wexford’s macro
view of the world. In addition, if Wexford believes that there is a compelling opportunity in an
investment space outside of one of Wexford’s core areas of expertise, Wexford may partner with
a third-party specialist with expertise in such investment space with whom Wexford may consult
in connection therewith or form joint ventures.
Wexford may purchase or sell short a wide variety of securities and other financial instruments
of U.S. and non-U.S. issuers, including but not limited to common stock, stock warrants and
rights, preferred stock, bonds, debentures, convertible securities, government securities, various
types of bankruptcy claims, swaps, non-U.S. currencies, index options, futures, mortgages,
commodity futures and option contracts, and arbitrage situations. In addition, when deemed
advantageous to any Fund, Wexford may participate in initial public offerings and/or invest in
esoteric companies or opportunities due to perceived attractive rates of returns with respect to
such investments.
Wexford’s methods of analysis include, without limitation, fundamental, technical and cyclical
analysis. Wexford has significant expertise in utilizing complex financial and mathematical
structures to create sophisticated analytical tools, which Wexford applies to fixed income
products and other derivative securities, including but not limited to options, futures and
convertible bonds.
Wexford’s Funds may maintain, as Wexford deems appropriate, assets in cash or cash-equivalent
instruments for the purpose of strategically maintaining liquidity, whether in preparation to make
certain investments, fund redemptions or withdrawals or for any other reason relating to
Wexford’s view of what may be best for the stability and success of the Funds. Any income
earned from investments made by a Fund may be re-invested by that Fund in accordance with
that Fund’s investment strategy.
Certain Funds may organize or acquire special purpose entities. These special purpose entities
may also invest in the foregoing forms of investments through private equity, distressed
securities or special situation investments and thereby provide a liquid market for the trading of
such investments.
Wexford or its affiliates may determine that certain Hedge Fund assets or securities either lack a
readily assessable market value or should be held until the resolution of a special event or
circumstance (each, a “Special Investment”). Each Special Investment will be maintained in a
special investment account on the books and records of the Fund until its realization or the
determination by Wexford or its affiliates that such investment need not be treated as a Special
Investment any longer. An investor in a Hedge Fund will have the option to participate in any
Special Investment in which such Hedge Fund participates subsequent to such investor’s initial
investment in such Hedge Fund.
The descriptions contained herein of specific investment strategies employed and/or investments
made by a Fund should not be construed in any way as limiting the scope of such Fund's
investment activities. A Fund may engage in any investment strategy and participate in any
investment as Wexford deems fit, regardless of whether such investment strategy or investment
is specifically described herein.
Set forth below are brief descriptions of certain principal investment strategies employed by
Wexford with respect to managing the Funds. Please refer to the Memorandum of the relevant
Fund for more information about the investment strategies in connection with such Fund.
Spectrum Funds
The Spectrum Funds are opportunistic, multi-strategy hedge funds that employ a macro
investment style combined with a strong value bias and an emphasis on managing to market
cycle and sentiment. The goal of the Spectrum Funds is to maximize total rates of return while
achieving low-to-moderate volatility.
Catalyst Funds
The Catalyst Funds are absolute rate of return funds focused on the energy, natural resources and
industrials sectors, primarily through a portfolio of long and short equities, debt and
commodities. The Catalyst Funds invest and trade primarily across global markets in the energy,
natural resources, and industrial sectors.
Credit Opportunities Funds The Credit Opportunities Funds are multi-strategy, credit oriented funds focused on high-yield
and distressed debt, mortgages, and special situations equity that utilize a flexible strategy in an
effort to maximize total returns throughout the complete credit cycle while minimizing
drawdowns. The Credit Opportunities Funds invest primarily in debt and equity securities, whole
loan mortgages, and bank loans by taking long and/or short positions therein. The Credit
Opportunities Funds seek to maintain low-to-moderate volatility, utilize limited leverage, and
maintain broad diversification at all times.
Core Equities Funds
The Core Equities Funds are fundamentally oriented, long/short equity hedge funds focused on
single name, alpha-generating long and short positions in publicly-traded equity securities. The
goal of the Core Equities Funds is to achieve absolute returns on both sides of the book.
Other Hedge Funds
The Absolute Return Fund is an insurance-dedicated fund that predominantly invests in other
Funds.
The Focused Equities Fund and Long Term Equities Fund are long biased equity funds.
Private Equity Funds Rather than creating dedicated sector or industry funds, the Private Equity Funds generally have
a relatively broad mandate to seek out compelling investment opportunities wherever they may
lie. Wexford constantly surveys the investment landscape for sectors that are poised to exhibit
superior returns and adjusts asset allocations among the Funds accordingly. This approach
ensures that Wexford is not "forced" into making investments in certain sectors that Wexford
believes will underperform or provide mediocre returns going forward.
Material, Significant, or Unusual Risks Relating to Investment Strategies and Particular Types of Securities The following list of risk factors does not purport to be a complete list of the risks presented by
investing in any of the Funds. These risk factors include only those risks that Wexford believes
to be material, significant or unusual and relate to particular investment strategies or methods of
analysis employed by Wexford. Please refer to the Memorandum of the relevant Fund for a
more complete description of the risks presented by investing in such Fund.
The investment strategies that Wexford employs for the benefit of the Funds are speculative and
entail substantial risk and, thus, the Funds should be prepared to bear a substantial loss of capital.
There can be no assurance that the investment objectives of any Fund will be achieved and past
results should not be viewed as an indication of future performance.
Material, significant or unusual risks presented by investing in the Funds include, for example
and without limitation, risks that may be associated with leverage, counterparties, co-investment,
control positions, diversification, concentration, discretionary investments, hedging, currency,
commodity, derivatives, securities lending, call and put options, illiquidity, low credit quality
and distressed securities, valuation, credit cycles, equitable subordination, real estate,
environmental liability, bank loans and participations, litigation, insolvency, bankruptcy, relative
value strategies, directional trading, emerging markets, sovereign debt, municipal securities and
uncertain exit strategies.
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DISCIPLINARY INFORMATION There are no legal or disciplinary events that Wexford deems to be reasonably material to an
investor or prospective investor’s evaluation of Wexford's advisory business or the integrity of
Wexford's management.
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OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither Wexford nor any of its management personnel is registered as a broker-dealer and none
of the foregoing have an application pending to register with the SEC as a broker-dealer or
registered representative of a broker-dealer.
Wexford is registered with the CFTC as a commodity pool operator (a “CPO”) and Charles E.
Davidson, Wexford’s Chairman and Chief Investment Officer, is designated as an associated
person in connection with Wexford’s registration as a CPO. As of the date hereof, Wexford, in
its capacity as a CPO, is exempt pursuant to 17 CFR 4.13(a)(3).
Wexford or its affiliates may receive closing fees, consulting fees, advisory fees and options,
transaction fees or break-up fees (net of certain expenses of transactions not completed) or other
fees in connection with a Fund's investments. Typically, one-half of such amounts received by
Wexford or its affiliates multiplied by a Fund’s pro rata interest in the underlying portfolio
investment will be credited to such Fund as an offset against Management Fees otherwise
payable.
Wexford performs certain accounting and administrative functions on behalf of each Fund. As
compensation for such services, Wexford receives the Administrative Fee described in Item 5
above. In addition, Wexford has entered into a services agreement with a third-party
administrator to perform certain administrative and compliance services for the benefit of the
Hedge Funds and certain compliance services for the benefit of the Private Equity Funds for
which Wexford pays such third-party administrator directly.
Wexford may, from time to time, invest relatively small portions of Hedge Fund capital with one
or more unaffiliated investment managers.
Wexford's principals may, from time to time, co-invest with the Funds or invest in assets similar
to those in which the Funds invest. Such co-investments are typically permitted with respect to
investments that (i) are outsized for the applicable Fund(s), (ii) require a level of liquidity that
the Fund(s) do not have at the time that such investment opportunity arises or (iii) have been
deemed by Wexford to otherwise be inappropriate for the applicable Fund(s).
Wexford does not believe that any information set forth above presents any material conflict of
interest with respect to the Funds or any of the Funds’ underlying investors.
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CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics Wexford is committed to conducting its investment advisory business and management of the
Funds in a manner that is consistent with Wexford’s fiduciary obligation to the Funds and in
accordance with all applicable laws, rules and regulations. In furtherance of these objectives
with respect to Wexford’s advisory business and the Funds, Wexford has adopted a Compliance
Manual (the “Manual”), which sets forth various policies by which Wexford and its Covered
Persons (as defined below) must abide pursuant to applicable law, including a Code of Ethics
(the "Code"). The Manual is distributed to each Wexford employee upon hire and, thereafter, on
at least an annual basis. The Manual incorporates
inter alia the following principles that each
Wexford employee and any immediate family member with whom such employee resides (each
a “Covered Person” and, collectively, the “Covered Persons”) are expected to uphold:
Each Covered Person must, at all times, prioritize the interests of the Funds over
his/her own financial interests;
Any personal financial transaction covered by the Code engaged in by a Covered
Person must be conducted in a manner consistent with the Code; and
To the extent that a Covered Person is aware of the identity of securities owned by
and/or the financial circumstances of any Fund or any such Fund’s investors, such
Covered Person must generally keep such information confidential and not disclose
any such information to any third party.
Investors and prospective investors in any Fund may request a copy of the Code by contacting
Wexford at the address or telephone number listed on the first page of this document.
Cross Trades Wexford may, in accordance with the Manual, execute certain transactions between or among
the Funds. Such transactions, otherwise referred to as “cross trades”, are entered into only when
Wexford deems the transaction to be in the interests of those Funds involved in such cross trade,
including considerations regarding “best execution” for such Funds.
Principal Transactions Wexford may execute certain transactions between itself and a Fund, which is otherwise referred
to as a principal transaction. In the event that Wexford engages in any principal transactions,
Wexford ensures that it does so in accordance with the Manual in respect of Section 206(3) of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Personal Trading Policy
Pursuant to Rule 204A-1 under the Advisers Act, the Code governs many types of personal
transactions (each, a “Covered Transaction” and, collectively, the “Covered Transactions”),
including (i) the requirement that all Covered Persons disclose (a) any account in which he/she
may have direct or indirect influence or control over any Covered Transaction (each, a “Covered
Account”) and (b) any holdings in any such Covered Account and (ii) the requirement that a
Covered Transaction must be approved by Wexford in accordance with the Code prior to a
Covered Person being permitted to execute any such Covered Transaction.
Barring exceptional circumstances as may be determined by Wexford on a case-by-case basis,
Wexford does not permit any Covered Person to engage in (i) any Covered Transaction in which
any Fund is actively participating and/or in connection with which any Wexford employee is
privy to any material non-public information or (ii) any Covered Transaction that involves a
security that any Fund owns (unless the market capitalization of the issuer of such security is no
less than $10 billion).
Conflicts of Interest Since Wexford manages a variety of Funds whereby certain Funds may have an investment
strategy that is similar to or overlaps with that of another Fund and, thereby, may result in more
than one Fund co-investing in an investment opportunity, Wexford is committed to allocating
such investment opportunities between or among such Funds on a fair and equitable basis
pursuant to internal allocation policies and procedures that are intended to ensure that no Fund
will receive preferential treatment over any other Fund. However, due to various factors and
considerations, including but not limited to the potentially different objectives, risk tolerances,
tax situations and timing of capital contributions and withdrawals when comparing one Fund to
another Fund, there may always be variation with respect to the specific types and sizes of
positions held by a Fund when compared to another Fund.
In addition to the allocation policies and procedures referenced above, Wexford has also adopted
a written procedure for the allocation of any new issues, secondary offerings, and private
placements of equity securities.
All allocations in connection with the Funds are reviewed by Wexford’s valuation committee on
a periodic basis.
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BROKERAGE PRACTICES Broker-Dealer Selection Wexford generally has discretionary authority to engage in a wide variety of investments for the
benefit of the Funds without being obligated to obtain prior consent from the applicable Fund(s)
regarding the details of any such investment, including but not limited to (i) which securities are
bought and sold for the benefit of a Fund; (ii) the total amount of a security to be bought or sold
for the benefit of a Fund; (iii) the broker(s) that Wexford engages in connection with the
purchase or sale of securities for the benefit of a Fund; and (iv) the prices and commission rates
paid in connection with any such investments.
Wexford will generally allocate portfolio transactions to broker-dealers on the basis of best
execution. In selecting broker-dealers, Wexford will consider the full range and quality of a
broker-dealer's services in placing trades; including, without limitation, price; commission rates;
the size, type and difficulty of the relevant transaction; confidentiality; the broker's general
execution and operational capability; the broker’s reliability and financial responsibility; the
level of risk posed by trading and/or holding the relevant securities with such broker; and any
research products or research-related services provided by such broker. Accordingly, if Wexford
determines in good faith that the amount of commissions charged by a broker is reasonable in
relation to the value of the brokerage and research products or services provided by such broker,
the Funds may pay commissions to such broker in an amount greater than the amount another
broker might charge.
Soft Dollars From time to time, the Funds may pay a broker-dealer commissions (or dealer markups and
markdowns arising in connection with riskless principal transactions) for executing transactions
in excess of that which another broker-dealer might have charged for executing those same
transactions due to the additional value of the brokerage and research products and services
provided by the broker-dealer. The use of commissions or “soft dollars” to pay for such
brokerage and research products or services falls within the “safe harbor” provided under Section
28(e) of the Securities Exchange Act of 1934, as amended, since such brokerage and research
products and services benefit the applicable Fund. Under Section 28(e), research obtained with
soft dollars generated by a Fund may be used by Wexford to service other Funds, including
Funds that may not have paid for soft dollar benefits. Please refer to the relevant Fund’s
Memorandum for a further description of the use of soft dollars with respect to such Fund.
Order Aggregation
If Wexford or any of its affiliates determines that it would be appropriate for more than one Fund
to participate in an investment opportunity, Wexford will seek to execute orders for all of the
participating Funds on an equitable basis by taking into account such factors as the relative
amounts of capital available for such investments and whether the participation of any such
Funds in any such investments is appropriate in light of the respective investment strategies
and/or portfolio positions of such Funds. Orders may be combined for all participating Funds
and, if any order is not filled at the same price, such order may be allocated on an average price
basis. Similarly, if an order for the benefit of more than one Fund cannot be fully executed under
prevailing market conditions, the securities in connection therewith may be allocated among the
applicable Funds on a basis that Wexford or its affiliates deem to be equitable.
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REVIEW OF ACCOUNTS Wexford’s review process is customized to the requirements of each Fund. Wexford does not
conduct formal periodic reviews of client accounts. All Hedge Funds, except for the Long Term
Equity Fund and the Core Equities Funds, are managed by Charles E. Davidson, Wexford’s
Chairman and Chief Investment Officer, and other members of Wexford’s Hedge Fund
Investment Committee. The Long Term Equity Fund is managed by Joseph M. Jacobs,
Wexford’s President, and the Core Equities Funds are managed by John A. Thaler, a Wexford
portfolio manager.
Investors in the Funds receive a variety of periodic reports as required by regulation or as may be
requested by the investors, including annual audited financial statements and information
necessary for investors to complete their income tax returns and investment statements.
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CLIENT REFERRALS AND OTHER COMPENSATION Wexford does not receive economic benefits from non-clients for providing investment advice or
other advisory services. Neither Wexford nor any of Wexford’s affiliates compensates any third
party, including any placement agent, for client referrals. However, from time to time, Wexford
may retain solicitors to refer investors to Wexford or enter into selling arrangements to sell
interests in the Funds. Such payments may take the form of a fixed fee or a percentage of the
Wexford's fees and will be made in compliance with Rule 206-4(3) of the Advisers Act.
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CUSTODY Wexford is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However,
Wexford is not required to comply (or is deemed to have complied) with certain requirements of
the Custody Rule with respect to each Fund by virtue of Wexford’s compliance with the
provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other
things, requires that each Fund (i) be subject to audit at least annually by an independent public
accountant that is registered with, and subject to regular inspection by, the Public Company
Accounting Oversight Board and (ii) distribute its audited financial statements to all of such
Fund’s investors no later than one hundred twenty (120) days after the end of such Fund’s fiscal
year.
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INVESTMENT DISCRETION Wexford serves as the investment adviser for each Fund and has discretionary trading authority
in connection therewith. Wexford's investment decisions and advice with respect to each Fund
are subject to each Fund's investment objectives and guidelines as set forth in each such Fund’s
Memorandum.
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VOTING CLIENT SECURITIES Wexford has adopted proxy voting policies (the “Proxy Policies”) in compliance with the
Advisers Act. Wexford’s general objective with respect to proxy voting is to vote any proxy
proposal, amendment, consent or resolution that arises in connection with a security held by a
Fund (each, a “Proxy”, and, collectively, the "Proxies") in a prudent and diligent manner that will
serve the applicable Fund's best interests in accordance with its investment objectives, but
Wexford may not vote Proxies that relate to any issuer in which the Funds collectively own less
than a three percent (3%) interest. Notwithstanding the foregoing, Wexford will neither abstain
from voting nor affirmatively decide not to vote a Proxy if the applicable Fund is a plan asset
fund subject to the requirements of the Employee Retirement Income Security Act of 1974, as
amended.
When determining how to vote Proxies, Wexford may take into account a variety of factors and
considerations that Wexford deems to be material to such determination, including but not
limited to:
A Proxy’s impact on the value of the relevant issuer;
The costs and benefits associated with the Proxy; and
Customary practices in the relevant industry and/or business.
At times, conflicts may arise between the interests of a Fund, on the one hand, and Wexford or
its affiliates, on the other hand. If Wexford determines that it has, or may be perceived to have, a
conflict of interest when voting a Proxy, Wexford will address any such potential conflict of
interest in accordance with the procedures set forth in the Proxy Policies.
Investors may request a copy of the Proxy Policies and the proxy voting record relating to a Fund
by contacting Wexford at the address or telephone number listed on the first page of this
document.
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FINANCIAL INFORMATION Wexford is not required to include a balance sheet for its most recent fiscal year since Wexford
does not charge or solicit pre-payment of fees amounting to $1,200 or more per client six or
more months in advance.
Wexford is not aware of any financial condition reasonably likely to impair its ability to meet
contractual commitments relating to any of the Funds or Wexford’s performance of its fiduciary
obligation in connection therewith and Wexford has not been the subject of any bankruptcy
petition during the past ten years from the date hereof.
ITEM 19 REQUIREMENTS FOR STATE-REGISTERED ADVISERS As of the date hereof, Wexford is not registered with any state securities authority and is not
required to do so.
WEXFORD CAPITAL LP BROCHURE SUPPLEMENT (ADV PART 2B) March 27, 2020
777 South Flagler Drive
Suite 602 East
West Palm Beach, FL 33401
Tel: (561) 273-8600
and
411 West Putnam Avenue, Suite 125
Greenwich, CT 06830
Phone: (203) 862-7300
www.wexford.com
Charles E. Davidson c/o Wexford Capital LP
777 South Flagler Drive
Suite 602 East
West Palm Beach, FL 33401
Tel: (561) 273-8600
www.wexford.com
This brochure supplement provides information about Charles E. Davidson that supplements the
Please contact (203) 862-7300 or [email protected] if you did not receive the brochure or if you CHARLES E. DAVIDSON Charles E. Davidson, 67, co-founded
Wexford, in 1994 and serves as its Chairman
and Chief Investment Officer. Mr. Davidson
has primary responsibility for the overall
strategic direction of Wexford’s investment
activities, serves as the senior portfolio
manager for the Hedge Funds and is the
Chairman of the Hedge Fund Investment
Committee. From 1984-94, Mr. Davidson
was a General Partner of Steinhardt
Partners, L.P. where he was responsible for
all fixed income arbitrage, risk arbitrage,
private equity, distressed/bankruptcy and
special situation investments of the multi-
billion dollar hedge fund. From 1977-84,
Mr. Davidson was employed by Goldman
Sachs & Co. where he was the head of
domestic corporate bond trading and
proprietary trading. Mr. Davidson holds an
MBA and a BA in Economics from the
University of California - Los Angeles.
Item 3: DISCIPLINARY INFORMATION None.
Item 4: OTHER BUSINESS ACTIVITIES Mr. Davidson may serve as a member of the
board of directors (or an equivalent position)
of entities formed as special purpose
vehicles by the Funds or their affiliates.
Wexford is registered as a Commodity Pool
Operator with the National Futures
Association and Mr. Davidson is the
Associated Person in connection therewith.
Item 5: ADDITIONAL COMPENSATION Mr. Davidson does not receive any bonus
that is based, in whole or in part, on the
number or amount of sales, client referrals
or new accounts. Similarly, he does not
receive any economic benefit for providing
advisory services to anyone that is not a
client.
Item 6: SUPERVISION Mr. Davidson is Wexford’s Chairman and
Chief Investment Officer. As such, he has
direct or indirect supervisory authority over
all of the firm’s investment personnel.
Mr. Davidson can be reached at (561) 273-
8600.
Not applicable.
Joseph M. Jacobs c/o Wexford Capital LP
777 South Flagler Drive
Suite 602 East
West Palm Beach, FL 33401
Tel: (561) 273-8600
www.wexford.com
This brochure supplement provides information about Joseph M. Jacobs that supplements the
Please contact (203) 862-7300 or [email protected] if you did not receive the Brochure or if you
295279.2
JOSEPH M. JACOBS Joseph M. Jacobs, 67, co-founded Wexford
in 1994 and serves as its President. Mr.
Jacobs has primary responsibility for
overseeing the activities of the Private
Equity Funds and Wexford Long Term
Equity Fund, L.P. He has served on the
boards and creditors’ committees of a
number of public and private companies in
which Wexford has held investments. From
1982-94, Mr. Jacobs was employed by Bear
Stearns & Co., Inc. where he attained the
position of Senior Managing Director.
While at Bear Stearns, Mr. Jacobs was
active in bankruptcies and restructurings and
was responsible for all of the firm’s real
estate investment banking activities,
including debt and equity financing of real
estate on both a private and public basis, real
estate investment, and advisory services.
From 1979-82, he was employed as a
commercial lending officer at Citibank,
N.A. Mr. Jacobs holds an MBA from
Harvard Business School and a BS in
economics from the Wharton School of the
University of Pennsylvania.
Item 3: DISCIPLINARY INFORMATION None.
Item 4: OTHER BUSINESS ACTIVITIES Mr. Jacobs currently serves as a member of
the board of directors (or an equivalent
position) of BBQ Holdings, Inc. and may
serve as a member of the board of directors
(or an equivalent position) of entities formed
as special purpose vehicles by the Funds or
their affiliates.
Item 5: ADDITIONAL COMPENSATION Mr. Jacobs does not receive any bonus that
is based, in whole or in part, on the number
or amount of sales, client referrals or new
accounts. Similarly, he does not receive any
economic benefit for providing advisory
services to anyone that is not a client.
Item 6: SUPERVISION Mr. Jacobs is Wexford’s President and one
of the principal executives in the Wexford
structure. As such, he has direct or indirect
supervisory authority over all of the firm’s
private equity investment personnel.
Mr. Jacobs can be reached at (561) 273-
8600.
Not applicable.
Richard A. Shapiro c/o Wexford Capital LP
411 West Putnam Avenue, Suite 125
Greenwich, CT 06830
Phone: (203) 862-7300
www.wexford.com
This brochure supplement provides information about Richard A. Shapiro that supplements the
Please contact (203) 862-7300 or [email protected] if you did not receive the Brochure or if you RICHARD A. SHAPIRO Richard A. Shapiro, 49, joined Wexford in
2011 and became a Partner in 2014. Mr.
Shapiro serves as Portfolio Manager and Co-
Head of Equities and is a member of the
Hedge Fund Investment Committee. From
2007-11, Mr. Shapiro was a Managing
Director and Portfolio Manager at
Millennium Management, managing a long-
short portfolio. From 2004-06, Mr. Shapiro
was a Managing Director and Portfolio
Manager in the equities division of
Amaranth Advisors. From 1997-99 and
2001-04, Mr. Shapiro also gained
investment experience at Putnam
Investments, 1to1 Venture Partners and Lee
Munder Capital. Mr. Shapiro holds an
MBA from Georgetown University and a BS
in Business Administration from the
University of Southern California.
Item 3: DISCIPLINARY INFORMATION None.
Item 4: OTHER BUSINESS ACTIVITIES Mr. Shapiro currently serves as a member of
the board of directors of BBQ Holdings, Inc.
and may serve as a member of the board of
directors (or an equivalent position) of
entities formed as special purpose vehicles
by the Funds or their affiliates.
Item 5: ADDITIONAL COMPENSATION Mr. Shapiro does not receive any bonus that
is based, in whole or in part, on the number
or amount of sales, client referrals or new
accounts. Similarly, he does not receive any
economic benefit for providing advisory
services to anyone that is not a client.
Item 6: SUPERVISION Mr. Shapiro reports to Mr. Davidson, the
Chairman and Chief Investment Officer of
Wexford.
Mr. Shapiro can be reached at (203) 862-
7300.
Not applicable.
James Rubin c/o Wexford Capital LP
777 South Flagler Drive
Suite 602 East
West Palm Beach, FL 33401
Tel: (561) 273-8600
www.wexford.com
This brochure supplement provides information about James Rubin that supplements the
Please contact (203) 862-7300 or [email protected] if you did not receive the Brochure or if you JAMES RUBIN James Rubin, 34, joined Wexford in 2006
and became a Partner in 2012. Mr. Rubin
serves as Portfolio Manager and Co-Head of
Equities and is a member of the Hedge Fund
Investment Committee. Mr. Rubin holds a
BA with honors in political science and
economics from Yale University, cum laude.
Item 3: DISCIPLINARY INFORMATION None.
Item 4: OTHER BUSINESS ACTIVITIES Mr. Rubin currently serves as a member of
the board of directors of Viper Energy
Partners GP LLC, the general partner of
Viper Energy Partners LP and may serve as
a member of the board of directors (or an
equivalent position) of entities formed as
special purpose vehicles by the Funds or
their affiliates.
Item 5: ADDITIONAL COMPENSATION Mr. Rubin does not receive any bonus that is
based, in whole or in part, on the number or
amount of sales, client referrals or new
accounts. Similarly, he does not receive any
economic benefit for providing advisory
services to anyone that is not a client.
Item 6: SUPERVISION Mr. Rubin reports to Mr. Davidson, the
Chairman and Chief Investment Officer of
Wexford.
Mr. Rubin can be reached at (561) 273-
8600.
Not applicable.
(ADV PART 2B)John A. Thaler March 27, 2020
c/o Wexford Capital LP
411 West Putnam Avenue, Suite 125
Greenwich, CT 06830
Phone: (203) 862-7300
www.wexford.com
This brochure supplement provides information about John A. Thaler that supplements the
Wexford Capital LP Brochure (ADV Part 2A). You should have received a copy of that
brochure. Please contact (203) 862-7300 or [email protected] if you did not receive the
Brochure or if you have any questions about the contents of this supplement. JOHN A. THALER John A. Thaler, 44, joined Wexford in
2020. Mr. Thaler serves as the portfolio
manager for the Wexford Core Equites
Funds. Prior to joining Wexford, Mr.
Thaler was the founder and portfolio
manager for JAT Capital Management,
which at its peak was a $3 billion
alternative asset management firm. Before
founding JAT Capital Management, Mr.
Thaler was the co-portfolio manager at
Shumway Capital Partners ($4.5 billion
AUM during this period), an associate at
Spectrum Equity Investors and an analyst
at Merrill Lynch. Mr. Thaler hold a BA in
economics from the University of
Chicago.
Item 3: DISCIPLINARY INFORMATION None.
Item 4: OTHER BUSINESS ACTIVITIES None.
Item 5: ADDITIONAL COMPENSATION Mr. Thaler does not receive any bonus that
is based, in whole or in part, on the
number or amount of sales, client referrals
or new accounts. Similarly, he does not
receive any economic benefit for providing
advisory services to anyone that is not a
client.
Item 6: SUPERVISION Mr. Thaler reports to Mr. Davidson, the
Chairman and Chief Investment Officer of
Wexford.
Mr. Thaler can be reached at (203) 862-
7300.
Item 7: REQUIREMENTS FOR STATE REGISTERED ADVISERS Not applicable.
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