Muhlenkamp & Co Inc

Item 5 – Fees and Compensation

Financial Planning Fees
Financial Planning Clients will generally execute a Financial Planning Agreement which describes the
type of services to be provided and the fees, among other items. Financial planning is charged on an
hourly basis. Our hourly charge begins at $250 per hour, with a minimum $1,500 fee per engagement.
Financial planning fees may be credited to the Client if the Client subsequently hires us as an investment
manager for a portion or all of their investable assets.

For hourly fee engagements, we require a retainer with the remainder of the fee directly billed to the
Client and due within thirty (30) days of the financial or investment plan being delivered, or consultation
rendered to the Client.

Fees are negotiable based upon the specific nature of the Client’s needs, the complexity of the Client’s
investment profile, size of asset pool, service requirements, and the full extent of the Client’s relationship
with us. The exact amount of the retainer and terms of fee payment will be set forth in the governing
Financial Planning Agreement.

Investment Management Fees
Investment Management Clients will generally execute an Investment Management Agreement which
describes the type of management services to be provided and the fees, among other items.

If the Client determines to engage us to provide discretionary investment management services on a fee
basis, Muhlenkamp & Company’s annual investment management fee shall be based upon a percentage
(%) of the market value and type of assets placed under our management (between 0.5% and 1.00%) as
follows:

Quarterly Fee:                                                         Annual Rate:
       $2.50 per $1,000 on the first million dollars                          1.00%
       $1.25 per $1,000 on the balance                                        0.50%

The fee schedule shown above is a guide. Fees are negotiable, and may be higher or lower than this
schedule, based on the nature of the account. Factors affecting fee percentages include the size of the
account, complexity of asset structures, and other factors. Fees may be “householded” meaning that
accounts of related persons in a household may be aggregated for the purpose of determining the fee rate.
All Clients, but especially those with smaller accounts, should be advised they may receive similar
services from other professionals for higher or lower overall costs.

The investment management fee is paid quarterly, in advance, while the value used for the fee calculation
is the net value as of the last market day of the previous quarter. This means that we will multiply the
Client’s asset value by the applicable annual fee rate. This result will then be divided by the number of
days in the year and then multiplied by the number of days in the particular billing quarter.

Included in the value of assets upon which the investment management fee is based may be “legacy”
assets, or those that we consider when managing assets, but which were initially purchased by the Client
or another adviser on the Client’s behalf. Our fee will include any allocation to cash or cash-like
instruments, such as money market funds or accounts, of the Client’s investable assets. Investable cash
means cash that is in the Client’s account as an asset allocation. However, if and when a Client directs us

in writing to treat certain account cash balances or legacy assets as restricted, we will treat such balances
as unsupervised cash balances or assets and will not charge a fee on them.

When the start date of the account occurs during the quarter, the first quarterly fee for investment
management services provided is calculated in arrears using a prorated formula. The fee may be paid
directly by the Client or deducted from the Client’s account by the custodian each quarter. The Client
must authorize any direct fee debit arrangements with the custodian.

Muhlenkamp & Company may discount or waive fees and account minimums for employees, and family
members of employees.

Muhlenkamp & Company’s services may be terminated at any time by either party. New and terminating
Clients will have invoices prorated to the nearest day. Refunds may be necessary if the Client’s fees are
paid in advance and the termination falls in the middle of a billing cycle.

Fee Debit Arrangements
While many Clients choose to have their fee debited from their account, we will invoice our Clients upon
request. Invoices may be paid either by check or ACH payment. Clients whose fees are directly debited
will provide written authorization to debit investment management fees from their accounts held by a
qualified custodian chosen by the Client. Each quarter, Clients will receive a receipt itemizing the fees to
be debited, including the formula used to calculate the fee, the amount of assets upon which the fee is
based, and the time period covered by the fee. The receipt will also state that the fee was not
independently calculated by the custodian. The Client will also receive a statement from their account
custodian showing all transactions in their account, including the fee.

Other Fee Considerations
There are a number of other fees that can be associated with holding and investing in securities. Clients
will be responsible for fees including commissions for the purchase or sale of a stock, or transaction fees
for the purchase or sale of a mutual fund or ETF. Expenses of a mutual fund or ETF will not be included in
management fees, as they are deducted from the value of the shares by the mutual fund manager or ETF
sponsor. For a complete discussion of expenses related to each mutual fund or ETF, the Client should read
a copy of the prospectus issued by that fund or ETF. Muhlenkamp & Company can provide or direct the
Client to a copy of the prospectus for any fund or ETF that we recommend.

Muhlenkamp & Company may utilize the services of other managers when we deem it appropriate for the
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Item 7 – Types of Clients
Muhlenkamp & Company offers our services to pension plans, profit sharing plans, endowment funds,
individual and high net worth individuals, trusts, corporate accounts, wrap fee accounts, and a no-load
mutual fund.

For Investment Management Clients, our minimum account size for separate accounts is $100,000. Assets
held in multiple client accounts are generally aggregated for fee calculation purposes. Account minimums
may be lowered for family or institutional accounts.

See the Fund’s Prospectus for information about minimum Fund account size. Minimum investments for
wrap fee accounts are determined by the Sponsor of the wrap fee program.