Who We Are Muhlenkamp & Company, Inc. is an independent investment advisory firm. Ronald H. Muhlenkamp, principal owner, founded Muhlenkamp & Company in 1977. We are registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended; our registration was effective in 1981.
0F 1 Muhlenkamp & Company provides personalized financial planning and investment management services, either in combination or on a standalone basis. Our exclusive interest is serving the needs of our Clients. We do not act as brokers, custodians, investment bankers, or underwriters and we do not receive any commissions from such sources. We believe these factors facilitate our acting solely in the best interests of our Clients. Financial Planning Through our financial planning services, Muhlenkamp & Company offers independent and objective insight into the key areas of our Client’s financial life. These areas could include: (i) retirement/financial independence planning, (ii) estate planning, (iii) education funding/planning, (iv) income management planning, (v) tax planning specific to investments, (vi) insurance evaluation, (vii) real estate financing, (viii) social security analysis, and (ix) elder care planning. Client may also engage us on a project basis to provide advice on isolated matters, such as an evaluation of the Client’s employer-sponsored retirement plan. Financial planning services are guided by a Financial Planning Agreement that outlines the responsibilities of both the Client and Muhlenkamp & Company. In most cases, the Client will supply to Muhlenkamp & Company information including income, investments, savings, insurance, and other information to facilitate the assessment of the Client’s financial objectives. The information is typically provided during personal interviews and supplemented with written information. After we have evaluated the information received, we will discuss the Client’s financial needs and objectives with the Client and compare the current financial situation with the stated objectives. Once these are compared, we will create a financial and/or investment plan to help the Client meet their objectives. The plan represents a suggested roadmap for achievement of objectives. Not every plan will be the same for every Client. Because the plan is based on information supplied by the Client, it is very important that the Client accurately and completely communicates to us the information we need. It is also important that the Client continually update us with any changes to their life or financial circumstances, so that we may determine if changes to the Client’s financial or investment plan are necessary. Upon request, we may recommend the services of other professionals to assist in implementing the Client’s financial or investment plan. The Client is under no obligation to engage the services of any such recommended professional. The Client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from us. In many cases, Muhlenkamp & Company may not have the authority to effect changes with regard to financial planning recommendations. Muhlenkamp & Company does not provide tax or legal advice. Clients are urged to consult with their estate attorney, accountant, insurance agent, and/or other advisers to effect changes to the documents or plans subject to recommendations. If the Client requests, Muhlenkamp & Company will collaborate with these professionals through the implementation of the Client’s plan. The Client should be prepared to compensate these other professionals for work performed on their behalf. The Client should bear in mind that financial and investment plans offer no guarantee of the successful achievement of objectives. 1 Registration as an investment adviser does not imply a certain level of skill or training. Investment Management Muhlenkamp & Company provides investment management services on a “discretionary” or “non- discretionary” basis. When we are engaged to provide investment management services on a discretionary basis, we designate which securities are to be bought or sold, and the amount of securities to be bought or sold for the Client’s account(s). We monitor the Client’s accounts to ensure that they are meeting their asset allocation requirements. If any changes are needed to the Client’s investments, we will make the changes. These changes may involve selling a security or group of investments and buying others or keeping the proceeds in cash. Clients engaging us on a discretionary basis will be asked to execute a Limited Power of Attorney (granting us the discretionary authority over the Client’s accounts) as well as an Investment Management Agreement that outlines the responsibilities of both the Client and Muhlenkamp & Company. When a Client engages us to provide investment management services on a non-discretionary basis, we monitor the accounts in the same way as for discretionary services. The difference is that changes to Client’s account(s) will not be made until we have confirmed with the Client (either verbally or in writing) that our proposed changes are acceptable. The Client may at any time place restrictions on the types of investments we may use on their behalf, or on the allocations to each security type. The Client is responsible for designating the custodian to hold their assets and may also designate the broker or dealer through which transactions may be effected if other than their custodian. The Client will receive written or electronic confirmations from their account custodian after any changes are made to their account. The Client will also receive statements at least quarterly from their account custodian. Retirement Plan Accounts Muhlenkamp is a fiduciary under Title I of the Employee Retirement Income Security Act, as amended (“ERISA”) and under the Internal Revenue Code (“IRC”) with respect to investment management services and investment advice provided to you regarding your retirement accounts. The way we make money creates some conflict with your interest so Muhlenkamp must operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. IRA Rollovers For purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. Investors considering rolling over assets from a qualified employer-sponsored retirement plan (“Employer Plan”) to an Individual Retirement Account (“IRA”) should review and consider the advantages and disadvantages of an IRA rollover from their Employer Plan. A plan participant leaving an employer typically has four options (and can engage in a combination of these options): (1) Leave the money in the former employer’s plan, if permitted; (2) Rollover the assets to a new employer’s plan (if available and rollovers are permitted); (3) Rollover Employer Plan assets to an IRA; or, (4) Cash out the Employer Plan assets and pay the required taxes on the distribution. At a minimum, Investors should consider fees and expenses, investment options, services, penalty-free withdrawals, protection from creditors and legal judgments, required minimum distributions, and employer stock. We encourage you to discuss your options and review the above listed considerations with an accountant, third-party administrator, investment adviser to your Employer Plan (if available), or legal counsel, to the extent you consider necessary. By recommending that you rollover your

Employer Plan assets to an IRA advised by Muhlenkamp, we will earn fees as a result. In contrast, leaving assets in your Employer Plan or rolling the assets to a plan sponsored by your new employer likely results in little or no compensation to Muhlenkamp. We have an economic incentive to encourage investors to rollover Employer Plan assets into an IRA managed by us. Investors can face increased fees when they move retirement assets from an Employer Plan to a Rollover IRA account. Even if there are no costs associated with the IRA rollover itself, there will be costs associated with account administration, investment management, or both. In addition to the fees charged by Muhlenkamp, the underlying investment (mutual fund, ETF, or other investment) can also include fees. Custodial and trading fees may also apply. Investing in an IRA with Muhlenkamp will typically be more expensive than an Employer Plan. Investment Philosophy and Asset Class Selection Muhlenkamp & Company believes that regular portfolio monitoring, based on a thorough knowledge of the Client’s objectives, investment fundamentals, economic value, and a sense of timing, is the key to successful investing. We construct the Client’s portfolio using a combination of the following security types: equity securities listed on major security exchanges, securities of selected companies traded in the over-the-counter markets, mutual funds, Exchange Traded Funds (“ETFs”), and fixed income securities. Under appropriate circumstances, we may advise Clients on alternative investments such as private placements, commodities, or real estate. We generally do not advocate buying securities on margin, selling securities short, or using options, unless we consult with the Client to discuss the risks involved, establish suitability to assume such risks, and obtain Client approval. We do not subscribe to the philosophy that securities can be acquired and held forever. We believe that the securities markets, as well as asset classes, sectors, and companies, can be cyclical in nature. Technological, economic, monetary, social, or political forces, alone or in combination with one another, tend to determine cycles. The life span of these cycles will vary and may be long or short. For these reasons, we place our emphasis on a business-like evaluation of current conditions. We study market history to get a better understanding of asset classes and security values under different conditions, but do not try to apply historical evaluation methods directly to today’s markets. We believe in diversification and recognize that the proportion of classes of securities to be held at any given time might vary depending upon economic and market conditions. The relationship of cash, bonds, stocks, mutual funds, ETFs, and/or alternative investments in portfolios will change as we perceive these conditions. Our Clients We provide financial planning services to individuals, high net worth clients, trusts, foundations, and small businesses. We provide investment management services to pension plans, profit sharing plans, endowment funds, individuals, high net worth clients, corporate accounts, and a no-load mutual fund. We work with our Clients in seeking to achieve favorable investment returns after taxes and inflation over periods best measured in years. Services to our Clients Muhlenkamp & Company works closely with our Clients throughout the planning and portfolio management process. We review each Client’s financial situation to determine and clarify investment needs and objectives. We review the risks and rewards that exist in financial and investment management. When there is a mutual understanding, Muhlenkamp & Company develops plans, and as appropriate, constructs portfolios to meet the Client’s objectives. Our policy is to communicate regularly with our Clients to evaluate progress toward the achievement of investment objectives. Each Client is urged to keep us informed of any change in their financial situation so that it may be reflected accordingly. Muhlenkamp & Company provides investment advisory services specific to the needs of each Client. Our Client may, at any time, impose reasonable restrictions, in writing, on our services. When managing portfolios for our Clients, and if so requested by the Client, we will execute account transactions with the custodian or broker-dealer selected by the Client. In the absence of Client direction, we place Client orders for the purchase or sale of securities with national or regional brokerage firms selected by us. These firms may provide a variety of research assistance and may offer quality service or execution. The Muhlenkamp Fund Muhlenkamp & Company serves as investment adviser to the Muhlenkamp Fund, a series of the Managed Portfolio Series, a Delaware Statutory Trust (the “Fund”). The Muhlenkamp Fund is one of many funds within the Managed Portfolio Series. Please see the Fund’s Prospectus and Statement of Additional Information for important disclosures relating to the Fund. The Prospectus and Statement of Additional Information are available on our website, www.muhlenkamp.com, or from the SEC at www.sec.gov. Independent Managers Muhlenkamp & Company may allocate (and/or recommend that the Client allocate) a portion of the Client’s investable assets among unaffiliated independent investment managers in accordance with the Client’s designated investment objective(s). In such situations, the independent manager shall have day-to-day responsibility for the active discretionary management of the allocated assets. Muhlenkamp & Company will continue to render investment advisory services to the Client relative to the ongoing monitoring and review of account performance, asset allocation and the Client’s investment objectives. Factors which Muhlenkamp & Company will consider in recommending independent managers include the Client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. When we recommend an independent manager, the Client should be aware that he/she may potentially have the ability to buy these services from the independent manager directly and/or through another party unrelated to Muhlenkamp & Company. Wrap Fee Programs Muhlenkamp & Company may serve as a portfolio manager for managed accounts under wrap fee programs sponsored by other firms (“wrap program accounts”). We may manage these portfolios using the same investment strategies that we apply to other discretionary accounts. Wrap program accounts may be traded differently than those of other clients in that Muhlenkamp & Company generally uses the wrap program sponsor (“Sponsor”) to execute transactions. Unless requested by the Sponsor, we generally do not directly provide account statements or one-on-one presentations. The Sponsor is its client’s primary contact and determines the suitability of Muhlenkamp & Company as an investment manager, develops and updates investment guidelines as needed, and determines the amount of assets allocated to Muhlenkamp & Company for management. Wrap program accounts pay a single fee to the Sponsor, covering the services rendered by both the Sponsor and Muhlenkamp & Company as adviser. Each Sponsor pays Muhlenkamp & Company a portion of the wrap fee each quarter based on the value of its client accounts that we manage. Please see the Sponsor’s wrap fee brochure for a more complete description of services, fees, and risks. Client Obligations In delivering our services, Muhlenkamp & Company will not be required to verify any information received from the Client or from the Client’s other professionals and is expressly authorized to rely thereon. Moreover, each Client is advised that it remains their responsibility to promptly notify Muhlenkamp & Company if there is ever any change in their financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Assets under Management As of September 30, 2023, Muhlenkamp & Company had $344,798,279 in regulatory assets under management on a discretionary basis and $0 on a non-discretionary basis.