ck0001141819-20231231
PROSPECTUS
April 30,
2024
-GROWTH
FUND
Ticker
Symbol: MPGFX
-BALANCED
FUND
Ticker
Symbol: MAPOX
-SMALL
CAP FUND
Ticker
Symbol: MSCFX
Each
a Series of Trust for Professional Managers (the “Trust”)
The
U.S. Securities and Exchange Commission (the “SEC”) has not determined if the
information in this prospectus is accurate or complete, nor has it approved or
disapproved these securities. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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Mairs
& Power Small Cap Fund (Small Cap Fund) |
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ReFlow
Liquidity Program |
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Redemption
Fee (Small Cap Fund) |
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Derivative
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SUMMARY
SECTION
MAIRS & POWER
GROWTH FUND
Investment
Objective
Mairs
& Power Growth Fund’s (the Fund) fundamental objective is to provide
shareholders with a diversified portfolio of common stocks, which have the
potential for above-average, long-term
appreciation.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
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Shareholder
Fees
(fees
paid directly from your investment) |
None |
| |
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.55 |
% |
Other
Expenses |
0.09 |
% |
Total
Annual Fund Operating Expenses |
0.64 |
% |
Expense
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
you then redeem or hold all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
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1
year |
3
years |
5
years |
10
years |
$65 |
$205 |
$357 |
$798 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the
Fund’s
performance. During the most recent fiscal year, the Fund’s portfolio turnover
rate was 13.45% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests primarily in U.S. common stocks. In selecting securities for the
Fund, the Fund’s investment adviser, Mairs & Power, Inc. (the Adviser),
gives preference to companies that exhibit the potential for above-average
growth and durable competitive advantages at reasonable valuations. In the
Adviser’s experience, these securities typically have strong returns on invested
capital. The Adviser follows a multi-cap approach and the Fund invests in stocks
of small-cap, mid-cap and large-cap companies. The Adviser focuses
generally on companies located in Minnesota and other states in the Upper
Midwest region of the U.S. (which the Adviser considers to be the states of
Illinois, Iowa, Minnesota, North Dakota, South Dakota and Wisconsin). The Fund
may also invest up to 25% of its total assets in securities of foreign issuers
which are listed on a U.S. stock exchange or are represented by American
Depositary Receipts (ADRs). The Fund may have significant
investments in the industrials, information technology and healthcare sectors.
The Adviser seeks to keep the Fund’s assets reasonably fully invested, to
maintain modest portfolio turnover rates and to moderate risk by investing in a
diversified portfolio of equity securities.
The
Adviser may sell the Fund’s portfolio securities for a variety of reasons, such
as to secure gains, limit losses, or redeploy assets into more promising
opportunities.
Principal Risks of Investing in
the Fund
All
investments have risks. The Fund is designed for long-term investors. You should
be prepared to accept fluctuations in portfolio value as the Fund seeks to
achieve its investment objective. The Fund cannot provide assurance that it will
achieve its objective. Losing all or a portion of your investment is a risk of
investing in the Fund. The Fund’s principal risks are presented
in alphabetical order to facilitate finding particular risks and comparing them
with the risks of other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. The following additional risks could affect the value of your
investment. You should understand these risks before investing. The main risks
of investing in the Fund are:
Common
Stock Risk
Common
stocks held by the Fund will fluctuate in value based on the earnings of the
company and on
general
industry and market conditions, leading to fluctuations in the Fund’s share
price.
Fund
Management Risk
Active
management by the Adviser in selecting and maintaining a portfolio of securities
that will achieve the Fund’s investment objective could cause the Fund to
underperform compared to other funds having similar investment
objectives.
Healthcare
Sector Risk
To the extent the Fund invests a significant portion of its assets in
the healthcare sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
healthcare sector. Companies in the healthcare sector are subject to extensive
government regulation and their profitability can be significantly affected by
regulatory changes. Other risk factors include rising costs of medical products
and services, pricing pressure and limited product lines, loss or impairment of
intellectual property rights and litigation regarding product or service
liability.
Industrials
Sector Risk
To
the extent that the Fund invests a significant portion of its assets in the
industrials sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
industrials sector. The industrials sector may be significantly affected by
general economic trends, including such factors as import controls, commodity
prices, and worldwide competition.
Information
Technology Sector Risk
To
the extent the Fund invests a significant portion of its assets in the
information technology sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
information technology sector. Companies in the information technology sector
and companies that rely heavily on technology are particularly vulnerable to
rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition.
Large-Cap
Risk
Large-cap
companies perform differently from, and at times and for extended periods of
time worse than, stocks of mid- and small-cap companies. Larger, more
established companies may be unable to respond quickly to new competitive
challenges.
Minnesota/Upper
Midwest Geographic Risk
The
Adviser focuses generally on securities of companies that are located in the
Upper Midwest region of the U.S. The Fund typically emphasizes companies located
in Minnesota, in particular. The Fund may be impacted by events or conditions
affecting the region to a greater extent than if the Fund invested in more
geographically diverse investments. For example, political and economic
conditions and changes in regulatory, tax or economic policy in a state or
region could affect the economy or particular business operations of companies
located in the state or region.
Recent
Market Events Risk; General Market Events Risk
U.S.
and international markets have experienced and may continue to experience
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including uncertainty regarding
inflation and central banks’ interest rate increases, the possibility of a
national or global recession, trade tensions, political events, the war between
Russia and Ukraine, significant conflict between Israel and Hamas in the Middle
East, and the impact of the coronavirus (COVID-19) global pandemic. The impact
of COVID-19 may last for an extended period of time. As a result of continuing
political tensions and armed conflicts, including the war between Ukraine and
Russia, the U.S. and the European Union imposed sanctions on certain Russian
individuals and companies, including certain financial institutions, and have
limited certain exports and imports to and from Russia. The war has contributed
to recent market volatility and may continue to do so. Continuing market
volatility as a result of recent market conditions or other events may have an
adverse effect on the performance of the Fund.
Sector
Emphasis Risk
To the extent the Fund emphasizes investments in a particular sector,
the Fund will be subject to a greater degree of risks particular to that sector
because companies in the sector may share common characteristics and may react
similarly to market developments. Market conditions, interest rates, and
economic, regulatory, or financial developments could significantly affect all
the securities in a single sector.
Securities
of Foreign Issuers and ADRs Risk
There
are certain risks in securities of foreign issuers which are not associated with
domestic securities. These risks, among others, include political, social or
economic instability, difficulty in predicting
international
trade patterns, taxation and foreign trading practices, and greater fluctuations
in price than U.S. corporations. In addition, there may be less publicly
available information about a foreign company than about a U.S. domiciled
company.
Small-Cap
and Mid-Cap Securities Risk
Small-cap
and mid-cap companies may have a shorter history of operations and be less
diversified with respect to their product line. Stocks of these companies tend
to be more volatile and less liquid than large company
stocks.
Performance
Risk/Return
Bar Chart and Table
The following bar chart and table illustrate the risks of
investing in the Fund. The bar chart shows changes in the Fund’s
performance from year to year over a 10-year period. Both the chart and the
table assume that all distributions have been reinvested. The Fund is the
successor to the Mairs & Power Growth Fund, a series of Mairs & Power
Funds Trust (the Predecessor Growth Fund). The returns presented reflect the
historical performance of the Predecessor Growth Fund for the periods from prior
to April 29, 2022. The Fund has adopted the performance of the Predecessor
Growth Fund as a result of a reorganization in which the Fund acquired all the
assets and liabilities of the Predecessor Growth Fund (the Reorganization) which
occurred on April 29, 2022. Prior to the Reorganization, the Fund had not
commenced operations. The Predecessor Growth Fund had the same Adviser,
investment objectives and strategies as the Fund. Visit the Fund’s website at
www.mairsandpower.com, or call 800-304-7404 for current performance figures.
Past performance of the Fund, before and after taxes, is not
necessarily an indication of how the Fund will perform in the
future.
Calendar Year Returns as of
December 31
During
the period shown in the bar chart, the Fund’s best and worst quarters are shown
below:
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Highest
Quarter |
2nd Quarter,
2020 |
17.36 |
% |
Lowest
Quarter |
1st Quarter,
2020 |
-18.84 |
% |
Average Annual
Total Returns
The
following table shows how the Fund’s (and the Predecessor Growth Fund’s) average
annual returns before and after taxes for one, five and ten years compare to
those of the S&P 500® Total Return Index. The unaudited
after-tax returns shown in the table are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax
returns shown are not relevant to investors who hold their Fund shares through
tax-deferred or other tax-advantaged arrangements, such as 401(k) plans or
individual retirement accounts (IRAs).
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Average
Annual Total Returns
(For
the periods ended December 31, 2023) |
| 1
year |
5
years |
10
years |
Return Before
Taxes |
27.70% |
14.31% |
10.15% |
Return After
Taxes on Distributions |
26.98% |
12.49% |
8.41% |
Return After
Taxes on Distributions and Sale of Fund Shares |
16.89% |
11.23% |
7.87% |
S&P
500®
Total
Return Index
(reflects no deduction for fees, expenses or
taxes) |
26.29% |
15.69% |
12.03% |
Management
The
Fund employs Mairs & Power, Inc. to manage the Fund’s investment portfolio.
The Fund’s portfolio managers are as follows:
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Name/Primary
Title with Fund |
Primary
Title with the Adviser |
Tenure
with the Fund |
Tenure
with the Adviser* |
Andrew
R. Adams, Lead Portfolio Manager |
Chief
Investment Officer |
Lead
Portfolio Manager of the Fund and the Predecessor Growth Fund since April
1, 2019; Co-Manager from 2015 to April 1, 2019
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Since
2006 |
Peter
J. Johnson, Co-Manager |
Investment
Manager |
Co-Manager
of the Fund and the Predecessor Growth Fund since April 1, 2019 |
Since
2010 |
*Tenure
with the Adviser is the year each individual started employment with the Adviser
and may not align with their primary title with the Adviser.
Purchase
and Sale of Fund Shares
The
minimum initial and subsequent investment amounts offered by the Fund
are:
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Type
of Account |
Minimum
Investment |
Subsequent
Investment |
Regular |
$2,500 |
$100 |
IRA |
$1,000 |
$100 |
You
may purchase, exchange or redeem Fund shares directly through the Fund’s
transfer agent by writing or calling:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
WI 53201-0701
Telephone:
800-304-7404
Qualifying
shareholders may also purchase, exchange or redeem Fund shares online at
www.mairsandpower.com.
Fund
transactions may be made on any day the New York Stock Exchange is open for
business. Investors who wish to purchase or redeem Fund shares through a bank,
broker-dealer, financial adviser or recordkeeper (Financial Intermediary) should
contact the Financial Intermediary directly for information relating to the
purchase or sale of Fund shares.
Tax
Information
The
Fund’s distributions are taxable and will be taxed as ordinary income or
long-term capital gains, unless you are investing through a tax-deferred or
other tax-advantaged arrangement, such as a 401(k) plan or an IRA. You may be
taxed later upon withdrawal of monies from tax-deferred
arrangements.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
MAIRS & POWER
BALANCED FUND
Investment
Objective
Mairs & Power Balanced Fund’s (the Fund) fundamental objective
is to provide capital growth, current income and preservation of
capital.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
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Shareholder
Fees
(fees
paid directly from your investment) |
None |
| |
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.60 |
% |
Other
Expenses |
0.11 |
% |
Total
Annual Fund Operating Expenses |
0.71 |
% |
Expense
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
you then redeem or hold all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
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1
year |
3
years |
5
years |
10
years |
$73 |
$227 |
$395 |
$883 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal
year,
the Fund’s portfolio turnover rate was 11.74% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests primarily in U.S. common stock and other securities convertible
into common stock as well as fixed income securities such as corporate bonds and
U.S. Government securities. The Fund may also invest in securities of foreign
issuers which are listed on a U.S. stock exchange or are represented by American
Depositary Receipts (ADRs). In selecting equity securities for the Fund, the
Fund’s investment adviser, Mairs & Power, Inc. (the Adviser), gives
preference to companies that exhibit the potential for above-average growth and
durable competitive advantages at reasonable valuations. In the Adviser’s
experience, these securities typically have strong returns on invested capital.
The Adviser focuses generally on companies located in
Minnesota and other states in the Upper Midwest region of the U.S. (which the
Adviser considers to be the states of Illinois, Iowa, Minnesota, North Dakota,
South Dakota and Wisconsin). The Adviser follows a multi-cap approach and the
Fund invests in stocks of small-cap, mid-cap, and large-cap companies. The
Adviser gives preference to higher rated investment-grade fixed income
securities (rated Baa or better by Moody’s Investors Service or rated BBB or
better by Standard & Poor’s). Lower rated convertible and non-convertible
debt securities may be purchased if, in the opinion of the Adviser, the
potential rewards outweigh the incremental risks. Lower rated debt securities
may include debt securities rated below investment-grade (also known as “high
yield” or “junk bonds”). The Fund may also invest up to 25% of its total assets
in securities of foreign issuers which are listed on a U.S. stock exchange or
are represented by ADRs. The Adviser seeks to keep the Fund’s
assets reasonably fully invested, to maintain modest portfolio turnover rates
and to moderate risk by investing in a diversified portfolio of equity and fixed
income securities.
The
Adviser may sell the Fund’s portfolio securities for a variety of reasons, such
as to secure gains, limit losses, or redeploy assets into more promising
opportunities.
Principal Risks of Investing in
the Fund
All
investments have risks. The Fund is designed for long-term investors. You should
be prepared to accept fluctuations in portfolio value as the Fund seeks to
achieve its investment objective. The Fund cannot provide assurance that it will
achieve its objective. Losing all or a portion of your investment is a risk
of investing in the Fund. The Fund’s principal
risks are
presented
in alphabetical order to facilitate finding particular risks and comparing them
with the risks of other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. The following additional risks could affect the value of your
investment, and are ordered alphabetically rather than by importance. You should
understand these risks before investing. The main risks of investing in the Fund
are:
Common
Stock Risk
Common
stocks held by the Fund will fluctuate in value based on the earnings of the
company and on general industry and market conditions, leading to fluctuations
in the Fund’s share price.
Convertible
Debt Securities Risk
Convertible
securities are fixed income securities that the Fund has the option to exchange
for equity securities at a specified conversion price. Consequently, the value
of the convertible security may be exposed to the market risk of the underlying
stock, interest rate risk and the credit risk of the
issuer.
Debt
Securities Rated Less than Investment-Grade Risk
These
securities have a higher degree of credit risk than investment-grade securities.
Companies that issue these lower rated securities (also known as “high yield” or
“junk bonds”) are often highly leveraged and traditional methods of financing
may not be available to them. Also, market values of lower rated securities may
be more sensitive to developments which affect the individual issuer and to
general economic conditions.
Fixed
Income Risk
Risks
related to fixed income investments include credit risk, interest rate risk,
prepayment risk, extension risk and call risk, among others. Credit risk is the
risk that the issuer of a debt security will fail to make interest and principal
payments when due. Interest rate risk is the risk that the value of a fixed-rate
debt security will decline due to an increase in market interest rates. A fund
with a longer average portfolio duration will be more sensitive to changes in
interest rates than a fund with a shorter average portfolio duration. For
example, the market price of a debt security with a duration of four years would
be expected to fall approximately 4% if interest rates rose by one percentage
point immediately. Prepayment risk is the risk that in times of declining
interest rates, the Fund’s higher yielding securities will be prepaid and the
Fund will have to replace them with securities having a lower yield. Extension
risk is the risk that in times of rising interest rates, prepayments will slow
causing portfolio securities
considered
short or intermediate term to be long-term securities, which fluctuate more
widely in response to changes in interest rates than shorter term securities.
Call risk is the risk that an issuer, especially during a period of falling
interest rates, may call (redeem) a security by repaying it early, which may
reduce the Fund’s income if the proceeds are reinvested at lower interest
rates.
Fund
Management Risk
Active
management by the Adviser in selecting and maintaining a portfolio of securities
that will achieve the Fund’s investment objective could cause the Fund to
underperform compared to other funds having similar investment
objectives.
Government
Obligations Risk
No
assurance can be given that the U.S. Government will provide financial support
to U.S. government-sponsored agencies or instrumentalities where it is not
obligated to do so by law, such as the Federal National Mortgage Association
(Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac).
Securities issued by Fannie Mae and Freddie Mac have historically been supported
only by the discretionary authority of the U.S. Government. While the U.S.
Government provides financial support to various U.S. government-sponsored
agencies and instrumentalities, such as Fannie Mae and Freddie Mac, no assurance
can be given that it will always do so.
Large-Cap
Risk
Large-cap
companies perform differently from, and at times and for extended periods of
time worse than, stocks of mid- and small-cap companies. Larger, more
established companies may be unable to respond quickly to new competitive
challenges.
Minnesota/Upper
Midwest Geographic Risk
The
Adviser focuses generally on securities of companies that are located in the
Upper Midwest region of the U.S. The Fund typically emphasizes companies located
in Minnesota, in particular. The Fund may be impacted by events or conditions
affecting the region to a greater extent than if the Fund invested in more
geographically diverse investments. For example, political and economic
conditions and changes in regulatory, tax or economic policy in a state or
region could affect the economy or particular business operations of companies
located in the state or region.
Recent
Market Events Risk; General Market Events Risk
U.S.
and international markets have experienced and may continue to experience
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including uncertainty regarding
inflation and central banks’ interest rate increases, the possibility of a
national or global recession, trade tensions, political events, the war between
Russia and Ukraine, significant conflict between Israel and Hamas in the Middle
East, and the impact of the coronavirus (COVID-19) global pandemic. The impact
of COVID-19 may last for an extended period of time. As a result of continuing
political tensions and armed conflicts, including the war between Ukraine and
Russia, the U.S. and the European Union imposed sanctions on certain Russian
individuals and companies, including certain financial institutions, and have
limited certain exports and imports to and from Russia. The war has contributed
to recent market volatility and may continue to do so. Continuing market
volatility as a result of recent market conditions or other events may have an
adverse effect on the performance of the Fund.
Securities
of Foreign Issuers and ADRs Risk
There
are certain risks in securities of foreign issuers which are not associated with
domestic securities. These risks, among others, include political, social or
economic instability, difficulty in predicting international trade patterns,
taxation and foreign trading practices, and greater fluctuations in price than
U.S. corporations. In addition, there may be less publicly available information
about a foreign company than about a U.S. domiciled
company.
Small-Cap
and Mid-Cap Securities Risk
Small-cap
and mid-cap companies may have a shorter history of operations and be less
diversified with respect to their product line. Stocks of these companies tend
to be more volatile and less liquid than large company
stocks.
Performance
Risk/Return
Bar Chart and Table
The following bar chart and table illustrate the risks of
investing in the Fund. The bar chart shows changes in the Fund’s
performance from year to year over a 10-year period. Both the chart and the
table assume that all distributions have been reinvested. The Fund is the
successor to the Mairs & Power Balanced Fund, a series of Mairs & Power
Funds Trust (the Predecessor Balanced Fund). The returns presented reflect
the
historical
performance of the Predecessor Balanced Fund for the periods prior to April 29,
2022. The Fund has adopted the performance of the Predecessor Balanced Fund as a
result of a reorganization in which the Fund acquired all the assets and
liabilities of the Predecessor Balanced Fund (the Reorganization) which occurred
on April 29, 2022. Prior to the Reorganization, the Fund had not commenced
operations. The Predecessor Balanced Fund had the same Adviser, investment
objectives and strategies as the Fund. Visit the Fund’s website at
www.mairsandpower.com, or call 800-304-7404 for current performance figures.
Past performance of the Fund, before and after taxes, is not
necessarily an indication of how the Fund will perform in the
future.
Calendar Year Returns as of
December 31
During
the period shown in the bar chart, the Fund’s best and worst quarters are shown
below:
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|
|
|
|
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| |
Highest
Quarter |
2nd Quarter,
2020 |
11.99 |
% |
Lowest
Quarter |
1st Quarter,
2020 |
-15.13 |
% |
Average
Annual Total Returns
The
following table shows how the Fund’s average annual returns before and after
taxes for one, five and ten years compare to those of the Composite Index, the
S&P 500®
Total Return Index and the Bloomberg U.S. Government/Credit Bond Index. The
Composite Index reflects an unmanaged portfolio comprised of 60% of the S&P
500®
Total Return Index and 40% of the Bloomberg U.S. Government/Credit Bond
Index.
The
unaudited after-tax returns shown in the table are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax
returns depend on an investor’s tax situation and may differ from those shown.
After-tax returns shown are not relevant
to
investors who hold their Fund shares
through tax-deferred or other tax-advantaged arrangements, such as 401(k) plans
or individual retirement accounts (IRAs).
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Average
Annual Total Returns
(For
the periods ended December 31, 2023) |
| 1
year |
5
years |
10
years |
Return Before
Taxes |
13.39% |
8.69% |
6.83% |
Return After
Taxes on Distributions |
12.22% |
7.24% |
5.56% |
Return After
Taxes on Distributions and Sale of Fund Shares |
8.41% |
6.62% |
5.17% |
Composite
Index
(reflects no deduction for fees, expenses or
taxes) |
17.76% |
10.12% |
8.16% |
S&P
500®
Total Return Index
(reflects no deduction for fees, expenses or
taxes) |
26.29% |
15.69% |
12.03% |
Bloomberg
U.S. Government/Credit Bond Index
(reflects no deduction for fees, expenses or
taxes) |
5.72% |
1.41% |
1.97% |
Management
The
Fund employs Mairs & Power, Inc. to manage the Fund’s investment portfolio.
The
Fund’s portfolio managers are as follows:
|
|
|
|
|
|
|
|
|
|
| |
Name/Primary
Title with Fund |
Primary
Title with the Adviser |
Tenure
with the Fund |
Tenure
with the Adviser* |
Kevin
V. Earley,
Lead
Portfolio Manager
|
Investment
Manager
|
Lead
Portfolio Manager of the Fund and the Predecessor Balanced Fund since
April 1, 2018; Co-Manager from 2015 to April 1, 2018
|
Since
2013 |
Robert
W. Thompson,
Co-Manager |
Investment
Manager |
Co-Manager
of the Fund and the Predecessor Balanced Fund since April 1,
2018 |
Since
2016 |
*Tenure
with the Adviser is the year each individual started employment with the Adviser
and may not align with their primary title with the Adviser.
Purchase
and Sale of Fund Shares
The
minimum initial and subsequent investment amounts offered by the Fund
are:
|
|
|
|
|
|
|
| |
Type
of Account |
Minimum
Investment |
Subsequent
Investment |
Regular |
$2,500 |
$100 |
IRA |
$1,000 |
$100 |
You
may purchase, exchange or redeem Fund shares directly through the Fund’s
transfer agent by writing or calling:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
WI 53201-0701
Telephone:
800-304-7404
Qualifying
shareholders may also purchase, exchange or redeem Fund shares online at
www.mairsandpower.com.
Fund
transactions may be made on any day the New York Stock Exchange is open for
business. Investors who wish to purchase or redeem Fund shares through a bank,
broker-dealer, financial adviser or recordkeeper (Financial Intermediary) should
contact the Financial Intermediary directly for information relating to the
purchase or sale of Fund shares.
Tax
Information
The
Fund’s distributions are taxable and will be taxed as ordinary income or
long-term capital gains, unless you are investing through a tax-deferred or
other tax-advantaged arrangement, such as a 401(k) plan or an IRA. You may be
taxed later upon withdrawal of monies from tax-deferred
arrangements.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
MAIRS & POWER
SMALL CAP FUND
Investment
Objective
Mairs
& Power Small Cap Fund’s (the Fund) fundamental objective is to seek
above-average, long-term appreciation.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
|
|
|
|
| |
Shareholder
Fees
(fees
paid directly from your investment) |
|
Redemption
Fee (as a percentage of amount redeemed on shares held for 180 days or
less) |
1.00 |
% |
| |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.80 |
% |
Other
Expenses |
0.14 |
% |
Total
Annual Fund Operating Expenses |
0.94 |
% |
Expense
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
you then redeem or hold all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
|
|
|
|
|
|
|
|
|
|
| |
1
year |
3
years |
5
years |
10
years |
$96 |
$300 |
$520 |
$1,155 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the
Fund’s
performance. During the most recent fiscal year, the Fund’s portfolio turnover
rate was 19.05% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund normally will invest at least 80% of its net assets (including borrowings
for investment purposes) in U.S. common stocks issued by small-cap companies.
For this purpose, small-cap companies are defined as companies whose market
capitalization at the time of purchase is within the market capitalization range
represented by companies in the S&P SmallCap 600®
Total Return Index. The S&P SmallCap 600®
Total Return Index is a widely used benchmark for small-cap performance and is
rebalanced continuously. As of December 31, 2023, the market capitalization
range for the S&P SmallCap 600®
Total Return Index was approximately $433.2 million to $8.2 billion, but is
expected to change frequently. The Fund also may invest in common stocks issued
by companies with market capitalizations above the market capitalization range
of the S&P SmallCap 600®
Total Return Index only if, after the purchase is made, the Fund has at least
80% of its net assets invested in small-cap securities.
In
selecting securities for the Fund, the Fund’s investment adviser, Mairs &
Power, Inc. (the Adviser), gives preference to companies with attractive
business niches, strong competitive positions, and the potential to grow
revenues, earnings and cash flows consistently over the long-term. Capable
management with a track record of prudent capital deployment is also an
important consideration. The Adviser focuses
generally on companies located in Minnesota and other states in the Upper
Midwest region of the U.S. (which the Adviser considers to be the states of
Illinois, Iowa, Minnesota, North Dakota, South Dakota and Wisconsin). The Fund
may also invest up to 25% of its total assets in securities of foreign issuers
which are listed on a U.S. stock exchange or are represented by American
Depositary Receipts (ADRs). From time to time, the Fund may
invest in initial public offerings (IPOs). The Fund may have significant
investments in the industrials sector. The Adviser seeks to keep the Fund’s
assets reasonably fully invested, to maintain modest portfolio turnover rates,
and to moderate risk by investing in a diversified portfolio of equity
securities.
The
Adviser may sell the Fund’s portfolio securities for a variety of reasons, such
as to secure gains, limit losses, or redeploy assets into more promising
opportunities.
Principal Risks of Investing in
the Fund
All
investments have risks. The Fund is designed for long-term investors. You should
be prepared to accept fluctuations in portfolio value as the Fund seeks to
achieve its investment objective. The Fund cannot provide assurance that it will
achieve its objective. Losing all or a portion of your investment is a risk
of investing in the Fund. The Fund’s principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with the risks of other funds. Each risk summarized below is
considered a “principal risk” of investing in the Fund, regardless of the order
in which it appears. The following additional risks could affect the value of
your investment, and are ordered alphabetically rather than by importance. You
should understand these risks before investing. The main risks of investing in
the Fund are:
Common
Stock Risk
Common
stocks held by the Fund will fluctuate in value based on the earnings of the
company and on general industry and market conditions, leading to fluctuations
in the Fund’s share price.
Fund
Management Risk
Active
management by the Adviser in selecting and maintaining a portfolio of securities
that will achieve the Fund’s investment objective could cause the Fund to
underperform compared to other funds having similar investment
objectives.
Industrials
Sector Risk
To
the extent that the Fund invests a significant portion of its assets in the
industrials sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
industrials sector. The industrials sector may be significantly affected by
general economic trends, including such factors as import controls, commodity
prices, and worldwide competition.
Information
Technology Sector Risk
To
the extent the Fund invests a significant portion of its assets in the
information technology sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
information technology sector. Companies in the information technology sector
and companies that rely heavily on technology are particularly vulnerable to
rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition.
Initial
Public Offering (IPO) Risk
The Fund may invest in initial public offerings by small-cap
companies, which can involve greater risks than investments in companies which
are already publicly traded. The companies which undergo IPOs generally have
limited operating histories, and their prospects for future profitability are
uncertain. In addition, stock prices of IPOs can be highly unstable due to the
absence of a prior public market and other factors.
Minnesota/Upper
Midwest Geographic Risk
The
Adviser focuses generally on securities of companies that are located in the
Upper Midwest region of the U.S. The Fund typically emphasizes companies located
in Minnesota in particular. The Fund may be impacted by events or conditions
affecting the region to a greater extent than if the Fund invested in more
geographically diverse investments. For example, political and economic
conditions and changes in regulatory, tax or economic policy in a state or
region could affect the economy or particular business operations of companies
located in the state or region.
Recent
Market Events Risk; General Market Events Risk
U.S.
and international markets have experienced and may continue to experience
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including uncertainty regarding
inflation and central banks’ interest rate increases, the possibility of a
national or global recession, trade tensions, political events, the war between
Russia and Ukraine, significant conflict between Israel and Hamas in the Middle
East, and the impact of the coronavirus (COVID-19) global pandemic. The impact
of COVID-19 may last for an extended period of time. As a result of continuing
political tensions and armed conflicts, including the war between Ukraine and
Russia, the U.S. and the European Union imposed sanctions on certain Russian
individuals and companies, including certain financial institutions, and have
limited certain exports and imports to and from Russia. The war has contributed
to recent market volatility and may continue to do so. Continuing market
volatility as a result of recent market conditions or other events may have an
adverse effect on the performance of the Fund.
Sector
Emphasis Risk
To
the extent the Fund emphasizes investments in a particular sector, the Fund will
be subject to a greater degree of risks particular to that sector because
companies in the sector may share common
characteristics
and may react similarly to market developments. Market conditions, interest
rates, and economic, regulatory, or financial developments could significantly
affect all the securities in a single sector.
Securities
of Foreign Issuers and ADRs Risk
There
are certain risks in securities of foreign issuers which are not associated with
domestic securities. These risks, among others, include political, social or
economic instability, difficulty in predicting international trade patterns,
taxation and foreign trading practices, and greater fluctuations in price than
U.S. corporations. In addition, there may be less publicly available information
about a foreign company than about a U.S. domiciled
company.
Small-Cap
Securities Risk
Generally,
companies with smaller market capitalizations have fewer shares traded daily,
less liquidity, and greater price volatility than companies with larger market
capitalizations. In addition, small-cap companies tend to have shorter track
records, a more limited product or service base, more limited access to capital,
and a greater possibility of failing. These factors increase the risk of
investing in small-cap companies, as compared to mid-cap and large-cap
companies.
Performance
Risk/Return
Bar Chart and Table
The following bar chart and table illustrate the risks of investing in
the Fund. The
bar chart shows changes in the Fund’s performance from year to year over a
10-year period. Both the chart and the table assume that all distributions have
been reinvested. The Fund is the successor to the Mairs & Power Small Cap
Fund, a series of Mairs & Power Funds Trust (the Predecessor Small Cap
Fund). The returns presented reflect the historical performance of the
Predecessor Small Cap Fund for the periods prior to April 29, 2022. The Fund has
adopted the performance of the Predecessor Small Cap Fund as a result of a
reorganization in which the Fund acquired all the assets and liabilities of the
Predecessor Small Cap Fund (the Reorganization) which occurred on April 29,
2022. Prior
to the Reorganization, the Fund had not commenced operations. The Predecessor
Small Cap Fund had the
same
Adviser, investment objectives and strategies as the Fund. Visit the Fund’s
website at www.mairsandpower.com, or call 800-304-7404 for current performance figures.
Past performance of the Fund, before and after taxes, is not
necessarily an indication of how the Fund will perform in the
future.
Calendar Year Return as of
December 31
During
the period shown in the bar chart, the Fund’s best and worst quarters are shown
below:
|
|
|
|
|
|
|
| |
Highest
Quarter |
4th Quarter,
2020 |
27.06 |
% |
Lowest
Quarter |
1st Quarter,
2020 |
-29.16 |
% |
Average
Annual Total Returns
The
following table shows how the Fund’s (and the Predecessor Small Cap Fund’s)
average annual returns before and after taxes for one year, five and ten years
compare to those of the S&P SmallCap 600®
Total Return Index. The unaudited
after-tax returns shown in the table are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown.
After-tax
returns shown are not relevant to investors who hold their Fund shares through
tax-deferred or
other tax-advantaged arrangements,
such as 401(k) plans or individual retirement accounts
(IRAs).
|
|
|
|
|
|
|
|
|
|
| |
Average
Annual Total Returns
(For
the periods ended December 31, 2023) |
| 1
year |
5
years |
10
years |
Return Before
Taxes |
11.04% |
9.67% |
7.49% |
Return After
Taxes on Distributions |
10.86% |
8.65% |
6.64% |
Return After
Taxes on Distributions and Sale of Fund Shares |
6.66% |
7.61% |
5.94% |
S&P
SmallCap 600®
Total Return Index
(reflects no deduction for fees, expenses or
taxes) |
16.05% |
11.03% |
8.66% |
Management
The
Fund employs Mairs & Power, Inc. to manage the Fund’s investment portfolio.
The Fund’s portfolio managers are as follows:
|
|
|
|
|
|
|
|
|
|
| |
Name/Primary
Title with Fund |
Primary
Title with the Adviser |
Tenure
with the Fund |
Tenure
with the Adviser* |
Michael
C. Marzolf, Lead Portfolio Manager |
Investment
Manager |
Lead
Portfolio Manager of the Fund since July 1, 2023; Co-Manager of the Fund
and the Predecessor Small Cap Fund from January 1, 2022 to June 30,
2023 |
Since
2021 |
Andrew
R. Adams,
Co-Manager
|
Chief
Investment Officer
|
Co-Manager
of the Fund since July 1, 2023; Lead Portfolio Manager of the Fund and the
Predecessor Small Cap Fund from August 20, 2021 to June 30, 2023;
Co-Manager of the Predecessor Small Cap Fund from April 1, 2019 to August
20, 2021; Lead Portfolio Manager of the Predecessor Small Cap Fund from
2011 to April 1, 2019
|
Since
2006 |
Christopher
D. Strom, Co-Manager |
Investment
Manager |
Co-Manager
of the Fund and the Predecessor Small Cap Fund since January 1,
2021 |
Since
2017 |
*Tenure
with the Adviser is the year each individual started employment with the Adviser
and may not align with their primary title with the Adviser.
Purchase
and Sale of Fund Shares
The
minimum initial and subsequent investment amounts offered by the Fund
are:
|
|
|
|
|
|
|
| |
Type
of Account |
Minimum
Investment |
Subsequent
Investment |
Regular |
$2,500 |
$100 |
IRA |
$1,000 |
$100 |
You
may purchase, exchange or redeem Fund shares directly through the Fund’s
transfer agent by writing or calling:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O
Box 701
Milwaukee,
WI 53201-0701
Telephone:
800-304-7404
Qualifying
shareholders may also purchase, exchange or redeem Fund shares online at
www.mairsandpower.com.
Fund
transactions may be made on any day the New York Stock Exchange is open for
business. Investors who wish to purchase or redeem Fund shares through a bank,
broker-dealer, financial adviser or recordkeeper (Financial Intermediary) should
contact the Financial Intermediary directly for information relating to the
purchase or sale of Fund shares.
Tax
Information
The
Fund’s distributions are taxable and will be taxed as ordinary income or
long-term capital gains, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or an IRA. You may be taxed later upon
withdrawal of monies from tax-deferred or other tax-advantaged
arrangements.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker-dealer or other financial intermediary
(such as a bank), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
FUND
DETAILS
MAIRS
& POWER GROWTH FUND (GROWTH FUND)
Investment
Objective
The
fundamental objective of the Growth Fund is to provide shareholders with a
diversified portfolio of common stocks, which have the potential for
above-average, long-term appreciation. This objective may not be changed without
shareholder approval.
Implementation
of Investment Objective
The
Growth Fund’s strategy is to purchase quality growth-oriented stocks at
reasonable valuation levels. The Adviser intends to hold these stocks for
relatively long periods of time, generally at least one year, to allow the power
of compounding to build returns for the Fund’s shareholders. However, sales are
made from time to time in response to such factors as changing fundamentals and
excessive valuation.
The
Growth Fund invests primarily in U.S. common stocks. The Fund may also invest in
ADRs and other foreign securities. In selecting securities for the Fund, the
Adviser gives preference to companies that exhibit above-average growth and
durable competitive advantages at reasonable valuations. In the Adviser’s
experience, these securities typically have strong returns on invested capital.
The Adviser measures above-average return on invested capital against the
weighted average of the components of the S&P 500®
Total Return Index.
A
multi-cap approach is followed, and the Fund invests in stocks of small-cap,
mid-cap, and large-cap companies. The Adviser believes that smaller
capitalization companies provide somewhat higher returns over longer time
frames. The Adviser focuses generally on companies located in Minnesota and
other states in the Upper Midwest region of the U.S. (which the Adviser
considers to be the states of Illinois, Iowa, Minnesota, North Dakota, South
Dakota and Wisconsin). The Fund may have significant investments in the
industrials, information technology and healthcare sectors. The Fund seeks to
moderate risk by investing in a portfolio of equity securities that is
diversified in terms of market capitalization, industry of the issuer and number
of holdings.
The
Growth Fund may invest up to 25% of its total assets in securities of foreign
equity issuers, which are
either
listed on a U.S. stock exchange or represented by ADRs.
Assets
in the Growth Fund are expected to be reasonably fully invested. Cash or cash
equivalent investments (such as money market funds and other short-term
investments) may be held from time to time to provide liquidity, to meet
redemptions and to act as a reserve for future purchases.
Portfolio
turnover is expected to be low when compared to other equity mutual funds. The
Fund’s (and the Predecessor Growth Fund’s) portfolio turnover rates for the
years ended December 31, 2023 and 2022 were 13.45% and 11.04%, respectively. An
increase in portfolio changes may occur during periods of changing economic,
market and political conditions, or as a result of purchases and redemptions. As
a result, there could be a higher turnover rate, which could result in the
realization of higher capital gains and losses.
Investment
Process
The
Adviser utilizes a bottom up, multi-cap approach in selecting equity securities
for the Fund, focusing generally on stocks of companies headquartered in
Minnesota and other states in the Upper Midwest. The Adviser evaluates company
fundamentals when selecting individual stocks for the Fund rather than taking
“market bets.” The Adviser’s Investment Committee monitors specific companies
and industry trends and meets regularly to assess its findings. The Investment
Committee seeks to identify strong companies with consistent, above-average
growth. A “Durable Competitive Advantage” (DCA) analysis is performed on each
company identified to assist the Investment Committee in evaluating that
consistent, above-average growth is sustainable over the long-term. A DCA
analysis, based on Porter’s Five Forces, evaluates the competitive rivalry
between existing companies, bargaining power of buyers and suppliers, threat of
substitute products and threat of new market entrants. When evaluating
investment opportunities, the Adviser also considers whether environmental,
social and/or corporate governance (ESG) factors are likely to have a material
impact on a company’s long-term success (though ESG considerations are not
necessarily determinative with respect to any particular investment decision and
the Adviser does not apply exclusionary screens).
As
a bottom up fundamental investor, the Adviser includes ESG considerations as
part of its overall investment-decision making process.
The
Adviser reviews ESG data sourced from third-
party
data analytics platforms. In evaluating ESG data, the Adviser tends to focus on
companies with high scores in notable material issues such as business ethics,
carbon product and services, and product governance, among others. The Adviser
looks for ESG outliers and utilizes the score as another data point when
reviewing companies. The Investment Committee also evaluates the management and
valuations of companies held by the Fund. Depending on a company’s valuation,
positions may be added to, trimmed or eliminated. Lastly, the Investment
Committee utilizes a quantitative model which emphasizes factors the Adviser
believes reflect its investment philosophy such as a proprietary calculation of
return on invested capital, earnings and free cash flow yield. The Adviser
believes utilizing this quantitative tool enhances the investment strategy in
identifying new purchase candidates as well as in portfolio positioning of
existing holdings.
MAIRS
& POWER BALANCED FUND (BALANCED FUND)
Investment
Objective
The
fundamental objective of the Balanced Fund is to provide capital growth, current
income and preservation of capital. This objective may not be changed without
shareholder approval.
Implementation
of Investment Objective
The
Balanced Fund’s equity strategy is to invest in companies that exhibit the
potential for above-average growth and durable competitive advantages at
reasonable valuations. In the Adviser’s experience, these securities typically
have strong returns on invested capital. The Adviser measures above-average
return on invested capital against the weighted average of the components of the
S&P 500®
Total Return Index. The Adviser focuses generally on companies located in
Minnesota and other states of the Upper Midwest region of the U.S. (which the
Adviser considers to be the states of Illinois, Iowa, Minnesota, North Dakota,
South Dakota and Wisconsin). A multi-cap approach is followed and the Fund
invests in stocks of small-cap, mid-cap, and large-cap companies. The Adviser
intends to hold these stocks for relatively long periods of time, generally at
least one year, to allow the power of compounding to build returns for the
Fund’s shareholders. However, sales are made from time to time in response to
such factors as changing fundamentals and excessive valuation. The Fund normally
invests at least 25% of its total assets in equity securities and at least 25%
of its total assets in fixed income securities.
The
Balanced Fund also invests in fixed income investments, primarily including
investment-grade U.S. Government obligations and corporate bonds. Although the
Balanced Fund will invest primarily in higher rated investment-grade debt
securities (rated Baa or better by Moody’s Investor Service or rated BBB or
better by Standard & Poor’s), lower rated convertible and non-convertible
debt securities may be purchased if, in the opinion of the Adviser, the
potential rewards outweigh the incremental risks. Fixed income securities are
generally held to maturity. Less than investment-grade debt securities sometimes
are referred to as “high-yield” or “junk bonds.” Fixed income securities are
selected based upon their credit quality and ability to provide regular, current
income. Occasionally sales are made in response to factors such as changing
fundamentals, investment strategy shifts and excessive valuation.
The
Balanced Fund may invest up to 25% of its total assets in securities of foreign
issuers, which are either listed on a U.S. stock exchange or represented by
ADRs. The Fund seeks to moderate risk by investing in a portfolio of equity and
fixed income securities that is diversified in terms of market capitalization,
industry of the issuer and number of holdings.
Assets
in the Balanced Fund are expected to be reasonably fully invested. Cash or cash
equivalent investments (such as money market funds and other short-term
investments) may be held from time to time to provide liquidity, to meet
redemptions and act as a reserve for future purchases.
Portfolio
turnover is expected to be low when compared to other balanced mutual funds. The
Fund’s (and the Predecessor Balanced Fund’s) portfolio turnover rates for the
years ended December 31, 2023 and 2022 were 11.74% and 9.68%, respectively. An
increase in portfolio changes may occur during periods of changing economic,
market and political conditions, or as a result of purchases and redemptions. As
a result, there could be a higher turnover rate, which could result in the
realization of higher capital gains and losses.
Investment
Process
The
Adviser utilizes a bottom up, multi-cap approach in selecting equity securities
for the Fund, focusing generally on stocks of companies headquartered in
Minnesota and other states in the Upper Midwest. The Adviser evaluates company
fundamentals when selecting individual stocks for the Fund rather than taking
“market bets.” The Adviser’s Investment
Committee
monitors specific companies and industry trends and meets regularly to assess
its findings. The Investment Committee seeks to identify strong companies with
consistent, above-average growth. A “Durable Competitive Advantage” (DCA)
analysis is performed on each company identified to assist the Investment
Committee in evaluating that consistent, above-average growth is sustainable
over the long-term. A DCA analysis, based on Porter’s Five Forces, evaluates the
competitive rivalry between existing companies, bargaining power of buyers and
suppliers, threat of substitute products and threat of new market entrants. When
evaluating investment opportunities, the Adviser also considers whether
environmental, social and/or corporate governance (ESG) factors are likely to
have a material impact on a company’s long-term success (though ESG
considerations are not necessarily determinative with respect to any particular
investment decision and the Adviser does not apply exclusionary
screens).
As
a bottom up fundamental investor, the Adviser includes ESG considerations as
part of its overall investment-decision making process.
The
Adviser reviews ESG data sourced from third-party data analytics platforms. In
evaluating ESG data, the Adviser tends to focus on companies with high scores in
notable material issues such as business ethics, carbon product and services,
and product governance, among others. The Adviser looks for ESG outliers and
utilizes the score as another data point when reviewing companies. The
Investment Committee also evaluates the management and valuations of companies
held by the Fund. Depending on a company’s valuation, positions may be added to,
trimmed or eliminated. Lastly, the Investment Committee utilizes a quantitative
model which emphasizes factors the Adviser believes reflect its investment
philosophy such as a proprietary calculation of return on invested capital,
earnings and free cash flow yield. The Adviser believes utilizing this
quantitative tool enhances its investment strategy in identifying new purchase
candidates as well as in portfolio positioning of existing
holdings.
The
Adviser conducts fundamental analysis on the issuer prior to purchasing debt
securities. The Adviser focuses on companies with strong balance sheets or
substantial tangible assets. The Adviser looks for stable credit trends and
monitors credit quality over the life of the security. The Adviser generally
builds a laddered portfolio, considering maturity date ranges and applicable
coupons, and will swap debt securities if they become rich in price or are
declining dramatically in credit quality. The Adviser considers duration
relative to interest rate movement. While the Adviser does not market time, it
will purchase new bonds with longer or shorter maturities based on the interest
rate outlook.
MAIRS
& POWER SMALL CAP FUND (SMALL CAP FUND)
Investment
Objective
The
fundamental objective of the Small Cap Fund is to seek above-average, long-term
appreciation. This objective may not be changed without shareholder
approval.
Implementation
of Investment Objective
The
Small Cap Fund normally will invest at least 80% of its net assets (including
borrowings for investment purposes) in common stocks issued by small-cap
companies. For this purpose, small-cap companies are defined as companies whose
market capitalization at the time of purchase is within the market
capitalization range represented by the companies in the S&P SmallCap
600®
Total Return Index. The S&P SmallCap 600®
Total Return Index is a widely used benchmark for small-cap performance and is
rebalanced continuously as additions and deletions of companies are made in
response to corporate actions and market developments. As of December 31, 2023,
the market capitalization range for the S&P SmallCap 600®
Total Return Index was approximately $433.2 million to $8.2 billion, but is
expected to change frequently. The Adviser focuses generally on companies
located in Minnesota and other states in the Upper Midwest region of the U.S.
(which the Adviser considers to be the states of Illinois, Iowa, Minnesota,
North Dakota, South Dakota and Wisconsin).
The
Small Cap Fund will not change its policy of normally investing at least 80% of
its net assets in small-cap stocks unless it provides shareholders with at least
60 days prior notice of the change.
In
selecting securities for the Fund, the Adviser gives preference to companies
with attractive business niches, strong competitive positions and the potential
to grow revenues, earnings and cash flows consistently over the long-term.
Capable management with a track record of prudent capital deployment is also an
important consideration. The Fund may have significant investments in the
industrials sector. The Adviser seeks to moderate risk by investing in a
portfolio of equity securities that is diversified in terms of industry of the
issuer as well as number of holdings.
The
Small Cap Fund may invest up to 25% of its total assets in securities of foreign
equity issuers, which are either listed on a U.S. stock exchange or represented
by ADRs. From time to time, the Fund may invest in IPOs.
Assets
in the Small Cap Fund are expected to be reasonably fully invested. Cash or cash
equivalent investments (such as money market funds and other short-term
investments) may be held from time to time to provide liquidity, to meet
redemptions and to act as a reserve for future purchases.
Portfolio
turnover is expected to be low when compared to other small-cap mutual funds.
The Fund’s (and the Predecessor Small Cap Fund’s) portfolio turnover rates for
the periods ended December 31, 2023 and 2022 were 19.05% and 19.81%,
respectively. An increase in portfolio changes may occur during periods of
changing economic, market and political conditions, or as a result of purchases
and redemptions. As a result, there could be a higher turnover rate, which could
result in the realization of higher capital gains and losses.
Investment
Process
The
Adviser utilizes a bottom up approach in selecting equity securities for the
Fund, focusing generally on stocks of companies headquartered in Minnesota and
other states in the Upper Midwest. The Adviser evaluates company fundamentals
when selecting individual stocks for the Fund rather than taking “market bets.”
The Adviser uses fundamental analysis to determine competitive position,
long-term growth rates, risk characteristics, price targets and portfolio
positions. As a result, stock selection generally drives relative portfolio
performance. When evaluating investment opportunities, the Adviser also
considers whether environmental, social and/or corporate governance (ESG)
factors are likely to have a material impact on a company’s long-term success
(though ESG considerations are not necessarily determinative with respect to any
particular investment decision and the Adviser does not apply exclusionary
screens).
As
a bottom up fundamental investor, the Adviser includes ESG considerations as
part of its overall investment-decision making process.
The
Adviser reviews ESG data sourced from third-party data analytics platforms. In
evaluating ESG data, the Adviser tends to focus on companies with high scores in
notable material issues such as business ethics, carbon product and services,
and product governance, among others. The Adviser looks for ESG outliers and
utilizes the score as another data point when reviewing companies. The Adviser’s
risk assessment emphasizes the operating leverage and financial leverage of the
underlying company and is not simply based on historical price volatility. The
Small Cap Investment Committee meets regularly to monitor
economic,
industry and company issues. Depending on a company’s valuation, positions may
be added to, trimmed or eliminated.
TEMPORARY
DEFENSIVE POLICIES – ALL FUNDS
In
order to respond to adverse market, economic, political or other conditions,
each Fund may assume a temporary defensive position that is inconsistent with
its principal investment strategies and invest, without limitation, in cash or
cash equivalents, such as money market funds and other short-term investments. A
Fund may be unable to achieve its investment objective during the employment of
a temporary defensive measure.
INVESTMENT
LIMITATIONS – ALL FUNDS
A
detailed description of each Fund’s investment limitations is contained in the
Statement of Additional Information (SAI). Some limitations are fundamental
policies, which mean they cannot be changed without the approval of a majority
of a Fund’s shareholders, as defined in the SAI. The percentage limitations set
forth under “Implementation of Investment Objective” are measured at the time of
investment.
DISCLOSURE
OF PORTFOLIO HOLDINGS – ALL FUNDS
A
description of the Funds’ policies and procedures with respect to the disclosure
of portfolio holdings is available in the SAI and on the Funds’ website. A
complete list of each Fund’s holdings is available on or about 15 days after
each quarter-end at www.mairsandpower.com. This list remains available on the
website until it is replaced with the following quarter-end list. The portfolio
holdings list is also filed in the Funds’ annual and semi-annual reports to
shareholders filed with the SEC on Form N-CSR and on Form N-PORT following the
end of each quarter. Form N-CSR and the public portion of Form N-PORT may be
viewed on the SEC’s website at www.sec.gov.
ReFlow
Liquidity Program
The
Funds may participate in the ReFlow Fund, LLC (“ReFlow”) liquidity program,
which is designed to provide an alternative liquidity source for mutual funds
experiencing net redemptions of their shares. Pursuant to the program, ReFlow
provides participating mutual funds (including each Fund) with a source of cash
to meet net shareholder redemptions by standing ready each business day to
purchase Fund shares up to the value of the net shares redeemed by other
shareholders
that
are to settle the next business day. Following purchases of a Fund’s shares,
ReFlow then generally redeems those shares when the Fund experiences net sales,
at the end of a maximum holding period determined by ReFlow (currently 8 days)
or at other times at ReFlow’s or the Adviser’s discretion. While ReFlow holds a
Fund’s shares, it will have the same rights and privileges with respect to those
shares as any other shareholder. For use of the ReFlow service, a Fund pays a
fee to ReFlow each time it purchases Fund shares, calculated by applying to the
purchase amount a fee rate determined through an automated daily auction among
participating mutual funds. The current minimum fee rate is 0.14% of the value
of the Fund shares purchased by ReFlow, although a Fund may submit a bid at a
higher fee rate if it determines that doing so is in the best interest of Fund
shareholders. ReFlow’s purchases of a Fund’s shares through the liquidity
program are made on an investment-blind basis without regard to a Fund’s
objective, policies or anticipated performance. In accordance with federal
securities laws, ReFlow is prohibited from acquiring more than 3% of the
outstanding voting securities of a Fund. ReFlow will not be subject to the
Funds’ investment minimums, the Small Cap Fund’s redemption fee, or the
limitations noted in Frequent Purchases and Redemptions of Fund Shares beginning
on page 34 of the Funds’ prospectus. ReFlow will periodically redeem its entire
share position in a Fund and request that such redemption be met in-kind in
accordance with the Funds’ redemption in-kind policies described under
“Redemptions In-Kind,” below. The Board has approved the Funds’ use of the
ReFlow program. The Adviser believes that the program may assist in stabilizing
each Fund’s net assets, to the benefit of the Fund and its shareholders,
although there is no guarantee that the program will do so. To the extent that
the Funds’ assets do not decline, the Adviser may also benefit.
RISKS
All
investments have risks. Each Fund is designed for long-term investors. You
should be prepared to accept fluctuations in portfolio value as a Fund seeks to
achieve its investment objective. A Fund cannot provide assurance that it will
achieve its objective. Loss of money is a risk of investing in the Funds. The
main risks of investing in the Funds are:
|
|
|
|
|
|
|
|
|
|
| |
| Growth
Fund |
Balanced
Fund |
Small
Cap Fund |
Common
Stock Risk |
X |
X |
X |
|
|
|
|
|
|
|
|
|
|
| |
| Growth
Fund |
Balanced
Fund |
Small
Cap Fund |
Convertible
Debt Securities Risk |
| X |
|
Debt
Securities Rated Less Than Investment-Grade Risk |
| X |
|
Fixed
Income Risk |
| X |
|
Fund
Management Risk |
X |
X |
X |
Government
Obligations Risk |
| X |
|
Healthcare
Sector Risk |
X |
| |
Industrials
Sector Risk |
X |
| X |
Information
Technology Sector Risk |
X |
| X |
Initial
Public Offering (IPO) Risk |
|
| X |
Large-Cap
Risk |
X |
X |
|
Minnesota/Upper
Midwest Geographic Risk |
X |
X |
X |
Recent
Market Events Risk; General Market Events Risk |
X |
X |
X |
Sector
Emphasis Risk |
X |
| X |
Securities
of Foreign Issuers and ADRs Risk |
X |
X |
X |
Small-Cap
Securities Risk |
|
| X |
Small-Cap
and Mid-Cap Securities Risk |
X |
X |
|
Common
Stock Risk
Common
stocks held by the Funds will fluctuate in value based on the earnings of the
company and on general industry and market conditions. A fund that invests a
significant amount of its assets in common stocks is likely to have greater
fluctuations in share price than a fund that invests a significant portion of
its assets in fixed income securities.
Convertible
Debt Securities Risk
Convertible
securities are fixed income securities which may be converted at a stated price
within a specified period of time into a certain quantity of equity securities
of the same or a different issuer. The value of the convertible
security may be exposed to the market risk of the underlying stock as well as
interest
rate
risk and the credit risk of the issuer. Convertible securities are
typically issued by smaller capitalized companies whose stock price may be
volatile. Therefore, the price of a convertible security may reflect variations
in the price of the underlying common stock in a way that non-convertible debt
does not.
Debt
Securities Rated Less than Investment-Grade Risk
To
the extent that a Fund invests in convertible and non-convertible debt
securities which are rated less than investment-grade (also known as “high
yield” or “junk bonds”), it will undertake a higher degree of credit risk than
is associated with higher rated debt securities. Companies that issue these
lower rated securities are often highly leveraged and may not have more
traditional methods of financing available to them. In addition, the market
values of lower rated securities may be more sensitive to developments which
affect the individual issuer and to general economic conditions than the market
values of higher rated securities.
Fixed
Income Risk
Risks
related to fixed income investments include credit risk, interest rate risk,
maturity risk, and call risk, among others. Credit risk is the risk that the
issuer of a debt security will fail to make interest and principal payments when
due. Interest rate risk is the risk that the value of a fixed-rate debt security
will decline due to an increase in market interest rates. A fund with a longer
average portfolio duration will be more sensitive to changes in interest rates
than a fund with a shorter average portfolio duration. For example, the market
price of a debt security with a duration of four years would be expected to fall
approximately 4% if interest rates rose by one percentage point immediately.
Prepayment risk is the risk that in times of declining interest rates, the
Fund’s higher yielding securities will be prepaid and the Fund will have to
replace them with securities having a lower yield. Extension risk is the risk
that in times of rising interest rates, prepayments will slow causing portfolio
securities considered short or intermediate term to be long-term securities,
which fluctuate more widely in response to changes in interest rates than
shorter term securities. Maturity risk is the risk that longer term securities
may result in greater price fluctuations for the Fund as they are more sensitive
to interest rate changes than shorter term securities. Call risk is the risk
that an issuer, especially during a period of falling interest rates, may call
(redeem) a security by repaying it early, which may
reduce
the Fund’s income if the proceeds are reinvested at lower interest rates.
Fund
Management Risk
Each
Fund’s performance depends on the active management by the Adviser in selecting
and maintaining a portfolio of securities that will achieve the Fund’s
investment objective. A Fund could underperform compared to other mutual funds
having similar investment objectives.
Government
Obligations Risk
No
assurance can be given that the U.S. Government will provide financial support
to U.S. Government-sponsored agencies or instrumentalities where it is not
obligated to do so by law, such as the Federal National Mortgage Association
(Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac).
Securities issued by Fannie Mae and Freddie Mac have historically been supported
only by the discretionary authority of the U.S. Government. While the U.S.
Government provides financial support to various U.S. Government-sponsored
agencies and instrumentalities, such as Fannie Mae and Freddie Mac, no assurance
can be given that it will always do so.
Healthcare
Sector Risk
To
the extent the Fund invests a significant portion of its assets in the
healthcare sector, the Fund will be sensitive to changes in, and its performance
will depend to a greater extent on, the overall condition of the healthcare
sector. Companies in the healthcare sector are subject to extensive government
regulation and their profitability can be significantly affected by restrictions
on government reimbursement for medical expenses, rising costs of medical
products and services, pricing pressure (including price discounting), limited
product lines and an increased emphasis on the delivery of healthcare through
outpatient services. Companies in the healthcare sector are heavily dependent on
obtaining and defending patents, which may be time consuming and costly, and the
expiration of patents may also adversely affect the profitability of these
companies. Healthcare companies are also subject to extensive litigation based
on product liability and similar claims. In addition, their products can become
obsolete due to industry innovation, changes in technologies or other market
developments. Many new products in the healthcare sector require significant
research and development and may be subject to regulatory approvals, all of
which may be time consuming and costly with no guarantee that any product will
come to market.
Industrials
Sector Risk
To
the extent that a Fund invests a significant portion of its assets in the
industrials sector, the Fund will be sensitive to changes in, and its
performance will depend to a greater extent on, the overall condition of the
industrials sector. Industries in the industrials sector include companies
engaged in the production, distribution or service of products or equipment for
manufacturing, agriculture, forestry, mining, and construction. The industrials
sector may be significantly affected by general economic trends, including such
factors as import controls, commodity prices, and worldwide
competition.
Information
Technology Sector Risk
Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of a Fund’s investments. The value of stocks of information technology
companies and companies that rely heavily on technology is particularly
vulnerable to rapid changes in technology product cycles, rapid product
obsolescence, government regulation and competition, both domestically and
internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect profitability.
Additionally, companies in the technology sector may face dramatic and often
unpredictable changes in growth rates and competition for the services of
qualified personnel.
Initial
Public Offering (IPO) Risk
By
virtue of its size and institutional nature, the Adviser may have greater access
to IPOs than individual investors. To the extent that a Fund invests in IPOs, a
Fund may be exposed to a higher degree of risk not normally associated with
offerings of more seasoned companies. Companies involved in IPOs generally have
limited operating histories, and their prospects for future profitability are
uncertain. These companies often are engaged in new and evolving businesses and
are particularly vulnerable to competition and to changes in technology, markets
and economic conditions. They may be dependent on certain key managers and third
parties, need more personnel and
other
resources to manage growth and require significant additional capital. They may
also be dependent on limited product lines and subject to uncertain substantial
dilution of the value of their shares, by sales of additional shares and by
concentration of control in existing management and principal shareholders.
Stock prices of IPOs can also be highly unstable, due to the absence of a prior
public market, the small number of shares available for trading and limited
investor information.
Large-Cap
Risk
Large-cap
companies perform differently from, and at times and for extended periods of
time worse than, stocks of mid- and small-cap companies. Larger, more
established companies may be unable to respond quickly to new competitive
challenges.
Minnesota/Upper
Midwest Geographic Risk
The
Adviser focuses generally on securities of companies that are located in the
Upper Midwest region of the U.S., which the Adviser considers to be the states
of Illinois, Iowa, Minnesota, North Dakota, South Dakota and Wisconsin. The
Funds typically emphasize companies located in Minnesota, in particular. As a
result, a Fund may be impacted by events or conditions affecting the region to a
greater extent than if the Fund invested in more geographically diverse
investments. For example, political and economic conditions and changes in
regulatory, tax or economic policy in a state or region could affect the economy
or particular business operations of companies located in the state or region.
In addition, a natural or other disaster could adversely affect companies
located in the state or region.
Recent
Market Events Risk; General Market Events Risk
U.S.
and international markets have experienced and may continue to experience
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including uncertainty regarding
inflation and central banks’ interest rate increases, the possibility of a
national or global recession, trade tensions, political events, the war between
Russia and Ukraine, significant conflict between Israel and Hamas in the Middle
East, and the impact of the coronavirus (COVID-19) global pandemic. The impact
of COVID-19 may last for an extended period of time. As a result of continuing
political tensions and armed conflicts, including the war between Ukraine and
Russia, the U.S. and the European Union imposed sanctions on certain Russian
individuals
and companies, including certain financial institutions, and have limited
certain exports and imports to and from Russia. The war has contributed to
recent market volatility and may continue to do so. Continuing market volatility
as a result of recent market conditions or other events may have an adverse
effect on the performance of a Fund.
Additionally,
a rise in protectionist trade policies, slowing global economic growth, risks
associated with epidemic and pandemic diseases, risks associated with the United
Kingdom’s departure from the European Union, the risk of trade disputes, and the
possibility of changes to some international trade agreements, could affect the
economies of many nations, including the United States, in ways that cannot
necessarily be foreseen at the present time. Continuing market volatility as a
result of recent market conditions or other events may have adverse effects on
your account.
Sector
Emphasis Risk
To
the extent a Fund emphasizes investments in a particular sector, the Fund will
be subject to a greater degree of risks particular to that sector because
companies in the sector may share common characteristics and may react similarly
to market developments. Market conditions, interest rates, and economic,
regulatory, or financial developments could significantly affect all the
securities in a single sector.
Securities
of Foreign Issuers and ADRs Risk
To
the extent that a Fund invests in securities of foreign issuers which are listed
on a U.S. stock exchange or represented by ADRs, it will undertake certain risks
which are not associated with investments in domestic securities. These risks,
among others, include political, social or economic instability in the country
of the issuer, the difficulty of predicting international trade patterns, the
possibility of the imposition of exchange controls, expropriation, limits on
removal of currency or other assets, nationalization of assets, foreign
withholding and income taxation and foreign trading practices (including higher
trading commissions, custodial charges and delayed settlements). Foreign
securities also may be subject to greater fluctuations in price than securities
issued by U.S. corporations. The principal markets on which these securities
trade may have less volume and liquidity and may be more volatile than
securities markets in the U.S. In addition, there may be less publicly available
information about a foreign company than about a U.S. domiciled
company.
Small-Cap
Securities Risk
Generally,
companies with smaller market capitalizations have fewer shares traded daily,
less liquidity, and greater price volatility than companies with larger market
capitalizations. In addition, small-cap companies tend to have shorter track
records, a more limited product or service base, more limited access to capital,
and a greater possibility of failing. These factors increase the risk of
investing in small-cap companies, as compared to mid-cap and large-cap
companies.
Small-Cap
and Mid-Cap Securities Risk
Small-cap
to mid-cap companies often have a shorter history of operations, as compared to
larger sized companies, and may be less diversified with respect to their
product line. Stocks of these companies tend to be more volatile and less liquid
than stocks of large companies.
MANAGEMENT
AND ORGANIZATION OF THE FUNDS
Investment
Adviser
The
Funds employ the Adviser to manage the Funds’ investment portfolios. The
investment management fee paid to the Adviser by the Growth Fund is computed at
an annual rate of 0.60% of the Growth Fund’s average daily net assets up to $2.5
billion and 0.50% of average daily net assets in excess of $2.5 billion. The
investment management fee paid to the Adviser by the Balanced Fund is computed
at the annual rate of 0.60% of the Balanced Fund’s average daily net assets. The
investment management fee paid to the Adviser by the Small Cap Fund is computed
at the annual rate of 0.80% of the Small Cap Fund’s average daily net assets.
Prior to the Reorganizations, the Adviser had entered into an agreement for
investment counsel service with Mairs & Power Funds Trust, on behalf of each
of the Predecessor Growth Fund, Predecessor Balanced Fund and Predecessor Small
Cap Fund (each, a Predecessor Fund, and together, the Predecessor Funds)
pursuant to which each Predecessor Fund paid the Adviser the same investment
management fee as it receives from the corresponding Fund under the current
investment advisory agreement between the Adviser and the Trust.
For
the fiscal year ended December 31, 2023, the Growth Fund, Balanced Fund and
Small Cap Fund paid the Adviser an aggregate investment management fee of 0.55%,
0.60%, and 0.80%, respectively, of each Fund’s average daily net assets.
Under
the investment advisory agreement, the Adviser has agreed to reimburse the
Growth Fund or Balanced Fund in the event that the total expenses incurred by
either Fund in any fiscal year, excluding interest, taxes, brokerage commissions
and extraordinary litigation costs, but including payments to the Adviser, shall
exceed 1.50% of the first $30 million dollars and 1.00% of the balance of the
average value of the net assets of the Fund during such fiscal year, based upon
computations of such value made as of the close of business on the last
valuation day of each month during such fiscal year. Any amounts waived or
reimbursed by the Adviser pursuant to the investment advisory agreement may not
be recouped.
The
Adviser has managed mutual funds since 1958 and has provided investment counsel
services since 1931. As of December 31, 2023, the Adviser had approximately
$10.9 billion in assets under management. The Adviser is located at 30 East 7th
Street, Suite 2500, St. Paul, Minnesota, 55101-1363.
A
discussion regarding the basis for the approval by the Trust’s Board of Trustees
(the “Board”) of the investment advisory contract for the Growth Fund, Balanced
Fund and Small Cap Fund is included in the annual report to shareholders for the
year ended December 31, 2023.
The
Adviser also serves as investment adviser to the Mairs & Power Minnesota
Municipal Bond ETF, which is currently offered in a separate prospectus and
SAI.
Portfolio
Managers
Andrew
R. Adams joined the Adviser in 2006 and has served as Executive Vice President
since 2016 and Chief Investment Officer since 2018. He previously served as Vice
President and Investment Manager since joining the Adviser. Mr. Adams has been
primarily responsible for the day-to-day management of the Growth Fund and
Predecessor Growth Fund as Lead Portfolio Manager since April 1, 2019. Prior to
such date, he was Co-Manager of the Growth Fund from 2015. Mr. Adams has served
as Co-Manager of the Small Cap Fund since July 1, 2023. Prior to such date, he
served as Lead Portfolio Manager of the Small Cap Fund and Predecessor Small Cap
Fund from August 20, 2021 to June 30, 2023, served as Co-Manager of
the
Predecessor
Small Cap Fund from April 1, 2019 until August 20, 2021, and served as Lead
Portfolio Manager
of
the Predecessor Small Cap Fund from its inception in 2011 to April 1, 2019. Mr.
Adams began his career in
1997
as a securities analyst with Advantus Capital Management (now Securian Asset
Management) where
he
also served as an investment officer prior to his departure in 2003. Before
joining the Adviser, Mr. Adams worked as a portfolio manager at U.S. Bancorp
Asset Management (now Nuveen Asset Management) in Minneapolis, where he
co-managed a small-cap blend mutual fund. Mr. Adams earned a BBA from
the
University
of Wisconsin, Madison in finance and mathematics. He then earned an MS degree in
finance, also from the University of Wisconsin, Madison, where he participated
in the Applied Security Analysis Program. Mr. Adams is a CFA charterholder as
well as a Chartered Investment Counselor.
Peter
J. Johnson joined the Adviser in 2010 and has served as Vice President and
Investment Manager since 2014. He previously served as Assistant Vice President
and Analyst prior to 2014. Mr. Johnson has served as Co-Manager of the Growth
Fund and Predecessor Growth Fund since April 1, 2019. Mr. Johnson began his
career as an equity analyst with Ulland Investment Advisors in 2003. He also
worked as an equity analyst intern for the State of Wisconsin Investment Board
in Madison, WI prior to joining the Adviser. Mr. Johnson earned a BA from
Carleton College in Northfield, MN and went on to graduate with an MBA – Applied
Security Analysis Program from the University of Wisconsin, Madison. Mr. Johnson
is a CFA charterholder.
Kevin
V. Earley joined the Adviser in 2013 and has served as Vice President and
Investment Manager since joining the Adviser. Mr. Earley has been primarily
responsible for the day-to-day management of the Balanced Fund and Predecessor
Balanced Fund as Lead Portfolio Manager since April 1, 2018. Prior to such date,
he was Co-Manager of the Predecessor Balanced Fund since January 1, 2015. Mr.
Earley began his investment career as an equity research analyst with First
American Funds Advisors, later becoming a portfolio manager as part of that
firm’s mid- to large-value team. In recent years, Mr. Earley had co-managed two
mutual funds at Nuveen Asset Management. Mr. Earley earned a BS in Finance from
Santa Clara University and then earned his MBA with a concentration in finance
from the University of Minnesota, Carlson School of Management. Mr. Earley is a
CFA charterholder as well as a Chartered Investment Counselor.
Robert
(Bob) W. Thompson joined the Adviser in 2016 and has served as Investment
Manager since August 28, 2023. He previously served as Director of Fixed Income
from July 2019 to August 2023. He previously served as Vice President and Fixed
Income Portfolio
Manager
since fall of 2016. He previously served as Assistant Vice President since
joining the Adviser. Mr. Thompson has served as Co- Manager of the Balanced Fund
and Predecessor Balanced Fund since April 1, 2018. Prior to joining the Adviser,
Mr. Thompson was Vice President, Corporate Bonds at Advantus Capital Management
(now Securian Asset Management), in St. Paul, MN from 2003 to 2016 and before
that he worked for Lutheran Brotherhood (now Thrivent Financial). Mr. Thompson
earned a Bachelor of Accountancy from the University of North Dakota and a MBA
in Finance from the University of Minnesota, Carlson School of Management. Mr.
Thompson is a CFA charterholder and a Certified Public Accountant
(inactive).
Christopher
D. Strom joined the Adviser in 2017 and has served as Vice President and
Investment Manager of the Adviser since January 1, 2021. Mr. Strom has served as
Co-Manager of the Small Cap Fund and Predecessor Small Cap Fund since January 1,
2021. He previously served as Assistant Vice President and Equity Analyst since
joining the Adviser. Prior to joining the Adviser, Mr. Strom was an analyst at
Zuckerman Investment Group in Chicago, IL from 2010 to 2017 and, before that, he
worked for Wells Fargo Investments and Riversource Investments (now Ameriprise).
Mr. Strom earned a Bachelor of Business Administration from the University of
Minnesota-Duluth and an MBA – Applied Security Analysis Program from the
University of Wisconsin-Madison. Mr. Strom is a CFA charterholder.
Michael
C. Marzolf joined the Adviser in December 2021 and serves as Vice President and
Investment Manager of the Adviser. Mr. Marzolf has been primarily responsible
for the day-to-day management of the Small Cap Fund as Lead Portfolio Manager
since July 1, 2023. Prior to such date, he was Co-Manager of the Small Cap Fund
and Predecessor Small Cap Fund from January 2022 to July 2023. He previously
served as Vice President of Research and Investment Manager at Sit Investment
Associates, Inc. from 2016 to December 2021 and, before that, he worked for
Ameriprise/Columbia Management. Mr. Marzolf earned a Bachelor of Science degree
in accounting from the University of St. Thomas.
Additional
information about each portfolio manager’s compensation, other accounts managed
by the portfolio managers and the portfolio managers’ ownership of shares in the
Funds that they manage is available in the Funds’ SAI.
SHAREHOLDER
INFORMATION
Pricing
of Fund Shares
Each
Fund’s share price, also called its net asset value or NAV, is calculated once
daily, after the close of trading on the New York Stock Exchange (NYSE),
generally 3:00 p.m. Central Time, on each day the NYSE is open for trading. As a
result, shares of the Funds will not be priced on the days on which the NYSE is
closed, generally weekends and national holidays. The NYSE may also be closed on
national days of mourning, due to natural disaster or other extraordinary events
or emergencies. Foreign securities held by the Funds may trade on weekends or
other days when a Fund does not calculate its NAV. As a result, the market value
of these investments may change on days when shares of the Funds cannot be
purchased or sold. The NAV is calculated by adding up the total assets
(investments, receivables and other assets) of a Fund, subtracting all of its
liabilities (accrued expenses and other liabilities) and then dividing by the
total number of Fund shares outstanding.
Security
Valuations
Security
valuations for each Fund’s investments are furnished by independent pricing
services that have been approved by the Board. Investments in listed equity
securities are valued at the last quoted sale price on the securities exchange
on which such securities are principally traded or at the NASDAQ Official
Closing Price if readily available for such securities on each business day.
Other equity securities traded in the over-the-counter market are valued at the
last sale price at the close of the over-counter market. Debt obligations are
valued at the mean in accordance with prices supplied by an independent pricing
service. Pricing service prices for debt obligations are based on various
evaluative and matrix-based methodologies and models that use market inputs such
as market transactions, dealer quotations, benchmark yields and issuer, industry
and economic events. These techniques generally consider overall market
conditions and such factors as yields or prices of bonds of comparable quality,
type of issue, coupon, maturity and ratings.
When
market quotations are not readily available or deemed unreliable, a security or
other asset, is valued at its fair value in accordance with Rule 2a-5 under the
1940 Act as determined under the Adviser’s fair value policy procedures, subject
to oversight by the Board.
For
example, such circumstances may arise when: (i) a security has been de-listed or
has had its trading halted
or
suspended; (ii) a security’s primary pricing source is unable or unwilling to
provide a price; (iii) a security’s primary trading market is closed during
regular market hours; or (iv) a security’s value is materially affected by
events occurring after the close of the security’s primary trading market.
Generally, when fair valuing a security, a Fund will take into account all
reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
security, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the security. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
included in the Board-adopted valuation procedures. Due to the subjective and
variable nature of fair value pricing, there can be no assurance that the
Adviser will be able
to
obtain the fair value assigned to the security upon the sale of such
security.
How
to Purchase Fund Shares
If
the Funds’ transfer agent, U.S. Bancorp Fund Services, LLC, doing business as
U.S. Bank Global Fund Services (the “Transfer Agent”) or an authorized Financial
Intermediary receives your request in good order before the close of trading of
the NYSE, generally 3:00 p.m. Central Time, your transactions will be priced at
that day’s NAV. If your request is received after that time, it will be priced
at the next business day’s NAV. The Funds are offered on a no-load basis. You
will not pay sales charges or Rule 12b-1 distribution fees.
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To
open and maintain a Direct Account |
To
add to a Direct Account |
| Minimum
Investment:
Regular
Account - $2,500
IRA
- $1,000
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Minimum
Subsequent Investment:
$100 |
By
Internet
www.mairsandpower.com |
Go
to www.mairsandpower.com and click on “My Fund Account” located on the
home page. Then click on “Register” in the “New User” Box. To open an
account, you will need to provide your social security number, your bank’s
ABA (American Bank Association) number, your bank account number, your
mailing address, your residential address and your email address.
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Current
shareholders can visit the Funds’ website and log in to “My Fund Account”
to make subsequent investments directly from your pre-established bank
account or exchange from another Mairs & Power Fund account with the
same registration. The shareholder portal now requires dual authentication
when first logging in to the portal. You will be required to enter your
account information, including account
number.
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To
open and maintain a Direct Account |
To
add to a Direct Account |
By
Mail
Regular
Mail:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
WI 53201-0701
Express,
Certified or Registered Mail
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
3rd
Floor, 615 East Michigan Street
Milwaukee,
WI 53202-0701 |
Complete
and sign the New Account Application or IRA Application with a check for
investment. To transfer or rollover from another eligible retirement plan,
use the IRA Transfer Form.
Call
800-304-7404 or visit the Funds’ website at www.mairsandpower.com to
obtain the appropriate forms. |
Current
shareholders can mail your check with an Invest-By-Mail form detached from
your statement or download “Additional Investment Form” from
www.mairsandpower.com. |
Make
your check payable to Mairs & Power Funds. All checks must be made in
U.S. dollars and drawn on U.S. banks, savings and loan or credit
unions.
Important
note:
The Funds will not accept payments in the form of cash, cash equivalent
instruments, money orders, third party checks, credit card checks,
traveler’s checks, starter checks, bank checks, convenience checks, checks
drawn against a line of credit or any conditional order or payment.
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By
Telephone
800-304-7404
Shareholder
Services:
Monday
– Friday
8:00
a.m. – 7:00 p.m. CT
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Current
shareholders may call Shareholder Services to open an additional account
or by exchanging shares from an existing Mairs & Power Funds account
into a new account with the same registration.
New
shareholders may not open an account by telephone at this
time.
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Subsequent
investments may be made by telephone after your account has been open for
7 business days, unless the telephone option is declined on the New
Account Application or IRA Application. |
By
Wire
Wire
to:
U.S.
Bank, N.A.
ABA
07500 0022
Credit
to:
U.S.
Bancorp Fund Services, LLC
Account
112-952-137
Further
credit to:
Mairs
& Power Funds
[Fund
Name]
[Shareholder
Account Number]
[Shareholder
Name/Registration] |
Prior
to making an initial investment by wire, a completed New Account
Application or IRA Application must have been received by the Fund. Once
an account number has been assigned, call 800-304-7404 to notify the Fund
of your incoming wire transaction. |
Call
Shareholder Services at 800-304-7404 during business hours to notify the
Funds of your incoming wire
transaction. |
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To
open and maintain a Direct Account |
To
add to a Direct Account |
Automatically |
For
new accounts, you may set up this service by providing the required
information in the Automatic Investment Plan (AIP) section on the New
Account Application or IRA Application.
For
current shareholders, you may establish this service by calling
800-304-7404 to request an Account Options Form or download the Form from
the Mairs & Power Funds’ website at
www.mairsandpower.com.
A
fee of $25 will be charged against your account by the Transfer Agent any
time a scheduled investment is rejected by your
bank. |
Telephone
conversations may be recorded and monitored for verification, recordkeeping and
quality assurance purposes.
Important
Notes When Purchasing Fund Shares:
•The
Funds may reject any request to purchase shares of a Fund for any reason. If
your payment does not clear, your purchase will be canceled and a fee of $25
will be charged against your account by the Transfer Agent. If any loss is
sustained by the Funds, this loss will also be charged against your
account.
•When
purchasing shares by internet, payment may only be made through an Automated
Clearing House (ACH) debit of your bank account of record. Shares purchased
online are limited to a maximum purchase of $100,000 at one time. Purchases
above that amount must be made by wire or by mail, accompanied with a completed
and signed account application. Only bank accounts held at domestic financial
institutions that are ACH members can be used for transactions online. Online
transactions are subject to the same purchase and redemption minimums and
maximums as other transaction methods.
You
should be aware that there may be delays, malfunctions or other inconveniences
associated with online transactions. There also may be times when the website is
unavailable for Fund transactions or other purposes. Should this happen, you
should consider performing transactions by another method.
The
Funds employ procedures to confirm that online transactions are genuine. These
procedures include passwords, encryption and other precautions reasonably
designed to protect the integrity, confidentiality and security of
shareholder
information. In order to conduct transactions online, you will need your account
number, username and password. The Funds and their service providers will not be
liable for any loss, liability, cost or expense for following instructions
communicated online, including fraudulent or unauthorized instructions.
•When
wiring monies, please contact Shareholder Services at 800-304-7404 to advise
them of your intent to wire monies. This will ensure prompt and accurate credit
upon receipt of your wire. Your bank must include the name of the Fund you are
purchasing, your Mairs & Power Fund account number and your account
registration so that monies can be correctly applied. Wired funds must be
received prior to the close of trading on the NYSE, generally 3:00 p.m. Central
Time, to be eligible for same day pricing. The
Funds and U.S. Bank, N.A. are not responsible for the consequences of delays
resulting from the banking or Federal Reserve wire system, or from incomplete
wiring instructions.
Wires cannot be sent on days when the Federal Reserve is closed (even if the
Funds are open for business). This includes Columbus Day and Veterans’ Day. Wire
orders to buy or sell shares that are placed on such days will be processed on
the next day that both the Funds and the Federal Reserve are open.
•The
Funds will not accept the following: applications that request a particular day
or price for your transaction or any other special conditions, applications that
omit your Social Security Number, Taxpayer Identification Number and/or the
signatures of all account owners, applications received without payment,
applications
that would be considered disadvantageous to shareholders, applications from
individuals who previously tried to purchase shares with a bad check, or
applications that omit any information required to verify a shareholder’s
identity under the USA PATRIOT Act. Once your purchase order is received and
accepted by a Fund, you may not revoke or cancel the order.
•The
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their agents. Deposit in the mail or with such other services, or
receipt at the Transfer Agent’s post office box of purchase orders or redemption
requests does not constitute receipt by the Transfer Agent or the Funds. Receipt
of purchase orders or redemption requests is based on when the order is received
at the Transfer Agent’s offices.
•The
USA PATRIOT Act requires financial institutions, including mutual funds, to
adopt certain policies and programs to prevent money laundering activities,
including procedures to verify the identity of customers opening new accounts.
When completing a New Account Application, you will be required to supply the
Funds with information that will assist the Funds in verifying your identity.
This includes your full name, date of birth, permanent street address (that is
not a P.O. Box address) and your Social Security Number (or Taxpayer
Identification Number). If you are opening an account in the name of a legal
entity (e.g. a partnership, limited liability company, corporation, business
trust, etc.), you may be required to supply the identity of the beneficial owner
or controlling person(s) of your legal entity prior to the opening of your
account. The Funds may also ask for other identifying documents or information
to verify the shareholder’s identity. Until such verification is made, the
account will not be opened. In addition, the Funds may limit additional share
purchases or close an account if it is unable to verify a shareholder’s
identity. As required by law, the Funds may employ various procedures, such as
comparing the information to fraud databases or requesting additional
information or documentation from you, to ensure that the information supplied
by you is correct.
•The
Funds are available for purchase in the U.S., Guam, Puerto Rico and the U.S.
Virgin Islands. The Funds generally do not sell shares to investors residing
outside the U.S.,
even
if they are U.S. citizens or lawful permanent residents, except to investors
with U.S. military APO or FPO addresses or who are clients of the Adviser or its
affiliates. The Funds may not be sold to investors residing outside
the U.S. and its territories, except upon evidence of compliance with the laws
of the applicable foreign jurisdictions.
•The
price you pay will be the NAV next determined after the Funds receive your
purchase request in good order. Refer to the section entitled “Pricing of Fund
Shares” for information regarding how a Fund’s share price for your purchase or
redemption transaction is determined. Purchase orders received on a day the NYSE
is open for trading and prior to the close of trading on that day will be valued
as of the close of trading on that day. Purchase orders received after the close
of trading on a day the NYSE is open for trading will be valued as of the close
of trading on the next day the NYSE is open. Generally, the NYSE is closed on
weekends and national holidays. Your purchase will have no sales charge or
distribution fees included in the price of the Fund shares.
•For
written requests, “good order” means your request includes the Fund name, your
account number, the name(s) and address on your account, the amount of your
transaction (in dollars or shares), signatures of all owners of the account
exactly as they are registered on the account, signature guarantee, if required
(see the section entitled “Shareholder Information – Signature Guarantee”),
payment (check or wire) and any supporting legal documents for estates, trusts,
guardianships, custodianships, corporate/institutional accounts, and pension and
profit sharing plans that may be required.
•The
Funds reserve the right to change the amount of the minimums from time to time
or to waive them in whole or in part for certain accounts. Investment minimums
may be higher or lower for investors purchasing shares through a Financial
Intermediary. To the extent investments of individual investors are aggregated
into an omnibus account established by a Financial Intermediary, the account
minimums apply to the omnibus account, not to the account of the individual
investor. For accounts sold through Financial Intermediaries, it is the
responsibility of the Financial Intermediary to enforce compliance
with
investment minimums. The Funds may waive or lower investment minimums for
investors who invest in the Funds through an asset-based fee program made
available through a Financial Intermediary or invest in the Funds through a
401(k) or other retirement account.
•New
accounts will automatically be provided with telephonic and online purchase,
sale and exchange privileges, unless you decline those privileges on your
account application.
•The
Funds do not issue certificates representing shares purchased.
Purchases
In-Kind
In
certain circumstances, shares of the Funds may be purchased “in-kind”
(i.e.
in exchange for securities, rather than cash). The securities rendered in
connection with an in-kind purchase are limited to securities traded on public
securities markets or for which quoted bid and asked prices are available. In
addition, the Funds will require, among other things, that the securities be
valued in accordance with the Trust’s valuation procedures. Securities accepted
by a Fund will be valued, as set forth in this Prospectus, as of the time of the
next determination of NAV after such acceptance.
The
shares of the Fund that are issued to the investor in exchange for the
securities will be determined as of the same time. All dividend, subscription,
or other rights that are reflected in the market price of accepted securities at
the time of valuation become the property of the Fund and must be delivered to
the Fund by the investor upon receipt from the issuer. The Funds will not accept
securities in exchange for its shares unless such securities are, at the time of
the exchange, permissible investments for a Fund as described in this Prospectus
and satisfy any such other conditions as may be imposed by the Adviser or the
Funds. A shareholder may recognize a gain or loss for federal income tax
purposes on the securities transferred to the Fund. For further information
regarding this form of payment, contact Shareholder Services (toll-free) at
800-304-7404.
How
to Redeem or Exchange Fund Shares
If
the Funds’ Transfer Agent or a Financial Intermediary receives your request in
good order before the time as of which the Funds’ shares are priced, your
transactions will be priced at that day’s NAV. If your request is received after
that time, it will be priced at the next business day’s NAV.
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To
Redeem or Exchange a Direct Account |
By
Internet
www.mairsandpower.com |
Visit
the Funds’ website at www.mairsandpower.com to redeem shares. For IRA
shareholders, shares may not be redeemed online; however, you can visit
the Funds’ website to obtain the IRA/Qualified Plan Distribution Request
Form.
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By
Mail
Regular
Mail:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
WI 53201-0701
Express,
Certified or Registered Mail
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
3rd
Floor, 615 East Michigan Street
Milwaukee,
WI 53202-0701 |
To
redeem shares, visit the Funds’ website at www.mairsandpower.com and
download, complete and mail in the Redemption Form for a taxable account
or an IRA/Qualified Plan Distribution Request Form for an IRA account.
Each non-systematic IRA redemption must indicate whether or not to
withhold federal income taxes. Your request will generally be subject to
10% withholding if your written request fails to indicate an election not
to have tax withheld. These forms can also be obtained by calling
Shareholder Services at 800-304-7404.
Current
shareholders may exchange shares into a new account with the same
registration by providing written instructions. To exchange shares into an
account with a different registration, you must provide the Transfer Agent
with written instructions that include the Medallion guaranteed signature
of all current account owners. See “Shareholder Information – Signature
Guarantee”.
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To
Redeem or Exchange a Direct Account |
By
Telephone
800-304-7404
Shareholder
Services:
Monday
– Friday
8:00
a.m. – 7:00 p.m. CT
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You
may call Shareholder Services during business hours to redeem or exchange
shares. For taxable accounts, you can exchange shares from a Fund to open
an account in another Fund or to add to an existing account with an
identical registration. Shareholders wishing to redeem from their IRA
account will be asked whether or not to withhold taxes from any
distribution. |
Automatically |
The
Funds offer ways to redeem shares automatically. Call Shareholder Services
at 800-304-7404 or visit the Funds’ website at www.mairsandpower.com and
request or download the Account Options Form or IRA/Qualified Plan
Distribution Request to establish this
service. |
Telephone
conversations may be recorded and monitored for verification, recordkeeping and
quality assurance purposes.
Redemption
Payment Methods
Once
your redemption request is received, the Funds typically expect to pay your
redemption proceeds within one to three business days regardless of the
redemption payment method you choose and, in any event, no later than seven
calendar days after receipt of a redemption request.
By
Check.
If you request your payment to be made to any person, address or bank account
not on record, signature guarantees are required (see the section entitled
“Shareholder Information – Signature Guarantee”). No interest will accrue on
amounts represented by uncashed redemption checks.
By
Wire.
Shareholders requesting wire payments will incur a $15 wire fee. Redemption
proceeds will only be wired to the bank account on record. If your bank account
information is not on file, attach a voided check or deposit slip to your
written request with signature guarantee (see the section entitled “Shareholder
Information – Signature Guarantee”).
By
ACH.
Redemption proceeds may also be sent to your bank via electronic transfer
through the ACH network, provided that your bank is a member. You can elect this
option when opening your account. If your bank account information is not
previously on file, attach a voided check or deposit slip to your written
request with signature guarantee (see the section entitled “Shareholder
Information – Signature Guarantee”). There is no charge for this service.
You
may also redeem shares through an authorized Financial Intermediary. A fee may
be charged to you by the financial intermediary for providing this
service.
Important
Notes When Redeeming Fund Shares:
•Your
shares will be redeemed at the NAV computed by each Fund after the receipt of
your redemption request in good order. The price you receive for your redemption
of shares will be the NAV computed after the close of trading on the NYSE on
that day, generally 3:00 p.m. Central Time. If your request for redemption of
shares is received after the close of trading on that day, your redemption
request will be valued as of the close of trading on the next day the NYSE is
open.
•Redemptions
will be paid by check, wire or ACH transfer only to the address or bank account
of record.
•For
written requests, “good order” means your request includes the Fund name, your
account number, the name(s) and address on your account, the amount of your
transaction (in dollars or shares), signatures of all owners of the account
exactly as they are registered on the account, signature guarantee, if required
(see the section entitled “Shareholder Information – Signature Guarantee”) and
any supporting legal documents for estates, trusts, guardianships,
custodianships, corporate/institutional accounts, and pension and profit sharing
plans that may be required.
•Redemptions
of shares in the Small Cap Fund may be subject to the redemption fee described
in the section entitled “Redemption Fee (Small Cap Fund)” if the shares have
been held for 180 days or less.
•Once
your redemption order is received and accepted by a Fund, you may not revoke or
cancel the order. The Funds cannot accept redemptions that request a particular
day or price for your transaction or any other special conditions. The
redemption value may be worth more or less than the price originally paid for
the shares, and you may realize a gain or loss on redemption.
•The
Funds reserve the right to close any non-IRAs in which the balance falls below a
Fund’s minimum initial investment.
•The
right of redemption may be suspended or the date of payment may be postponed by
the Securities and Exchange Commission (SEC) for such a period as the SEC may
permit, or by other state or federal regulations that may be applicable.
•If
any portion of the shares you are redeeming represent an investment made by
check or electronic funds transfer through the ACH network, the Funds may delay
the payment of the redemption proceeds until the Transfer Agent is reasonably
satisfied that your payment for the purchase has been collected. This may take
up to 12 calendar days from the purchase date. This delay will not apply if you
purchased your shares via wire payment. Call Shareholder Services at
800-304-7404 if you have additional questions regarding redeeming
shares.
•The
Funds typically expect to use holdings of cash or cash equivalents and proceeds
from the sales of portfolio assets to meet redemption requests. These methods
may be used regularly and during distressed market conditions.
Redemptions
In-Kind
Each
Fund generally pays redemption proceeds in cash. However, the Funds reserve the
right to pay redemption proceeds to you by a distribution of securities from a
Fund’s portfolio that are traded on a public securities market or are otherwise
considered highly liquid pursuant to the Funds’ policies (a “redemption in kind”
or “Available Securities”). It is not expected that a Fund would do so except to
meet redemption requests that represent a large percentage of a Fund’s net
assets or when the Adviser determines that existing conditions make cash
payments undesirable, including during periods of stressed market conditions.
The policy would allow the distribution of securities if the total redemption
request is the lesser of $250,000 or 1% of the net assets of the
respective
Fund, valued at the beginning of such period. If a Fund pays your redemption
proceeds by a distribution of liquid securities, you could incur brokerage or
other charges in subsequently converting the securities to cash and will bear
any market risks associated with such securities until they are converted into
cash. The securities delivered in a redemption in-kind transaction will be
selected in the sole discretion of the Fund and will not necessarily be
representative of the Fund’s entire portfolio. The Available Securities will be
valued in the same manner that the Fund’s portfolio securities are valued for
purposes of calculating the Fund’s NAV. A redemption in-kind is treated as a
taxable transaction and a sale of the redeemed shares, generally resulting in
capital gain or loss to you, subject to certain loss limitation
rules.
Important
Notes When Exchanging Fund Shares:
You
may exchange shares of identically registered accounts between the Mairs &
Power Growth Fund, Balanced Fund and Small Cap Fund, provided that you meet each
Fund’s minimum initial investment requirement. Before exchanging your shares,
you should first carefully read the appropriate sections of the Prospectus for
the new Fund and consider the tax consequences if yours is a taxable account.
When you exchange shares, you are redeeming your shares in one Fund and buying
shares of another Fund. Shares redeemed in an exchange transaction will be
treated as a sale of the Fund’s shares and any gain (or loss) on the transaction
may be reportable as a gain (or loss) on your federal income tax return. The
taxable nature of an exchange generally does not apply to tax-deferred or other
or other tax-advantaged accounts.
After
the exchange, the account from which the exchange is made must have a remaining
balance of at least $2,500 ($1,000 for an IRA) in order to remain open. The
Funds reserve the right to terminate or materially modify the exchange privilege
upon 60 days’ advance notice to shareholders. If you exchange shares in the
Small Cap Fund you may be subject to the redemption fee described in the section
entitled “Redemption Fee (Small Cap Fund).”
You
may exchange Fund shares by calling Shareholder Services at 800-304-7404 prior
to the close of trading on the NYSE, generally 3:00 p.m. Central Time on any day
the NYSE is open for regular trading. The Funds’ Transfer Agent will charge a $5
fee for each telephone exchange. To exchange shares via mail, you may submit a
signed letter of instruction. There is no charge to exchange shares via written
request. Accounts held directly with the Funds may also exchange shares via
the
internet by visiting the Funds’ website at www.mairsandpower.com.
Important
Information Regarding Telephone and Internet Transactions
By
using the telephone or internet to purchase, exchange or sell shares, you agree
to hold the Funds, the Transfer Agent and their respective trustees, directors,
officers, employees and agents harmless from any losses, expenses, costs or
liability (including attorney fees) which may be incurred in connection with
this option, provided reasonable procedures are used to confirm the genuineness
of the instructions. These procedures include requiring some form of personal
identification or personalized security codes, passwords or other information
prior to acting upon the telephone or internet instructions and recording all
telephone calls. Your ability to use the website and telephone for transactions
is dependent on the systems and services provided by various third
parties. While the Funds and the Transfer Agent have established
certain security procedures, the Funds and the Transfer Agent cannot guarantee
that internet and telephone transactions will be completely secure. To help
safeguard your account, keep your password confidential and verify the accuracy
of your confirmation statements immediately after you receive them. Contact us
immediately if you believe someone has obtained unauthorized access to your
account or password. If your account has more than one owner, the Funds may rely
on the instructions of any one account owner. Once a telephone or internet
transaction has been placed, it cannot be cancelled or modified after the close
of regular trading on the NYSE (generally, 4:00 p.m. Eastern Time). Telephone
trades must be received by or prior to market close to receive that day’s NAV.
As a shareholder, you are eligible to use the telephone purchase option if (1)
you submitted a voided check or savings deposit slip with which to establish
bank instructions on your account, (2) your account has been open for 7 business
days, and (3) you did not decline the telephone purchase option on your
application when you opened the account. If you are unable to reach the Funds by
telephone or internet you should send your instructions by regular or express
mail. Please allow sufficient time to place your telephone transaction.
Telephone conversations may be recorded and monitored for verification,
recordkeeping and quality assurance purposes.
You
can decline telephone and internet buy or sell privileges on your New Account
Application. If you have telephone/online privileges on your account and
want
to discontinue them, please contact Shareholder Services at 800-304-7404 for
instructions. You may reinstate these privileges at any time in writing,
including online registration with respect to Internet privileges.
Fund
Transactions Through a Financial Intermediary
Shares
of the Funds may be offered through Financial Intermediaries who are authorized
by the Funds’ distributor to buy or sell shares of the Funds. When shares are
purchased or redeemed through a Financial Intermediary, they will be treated as
though the Fund had received the order for purposes of pricing. If you purchase
Fund shares through a Financial Intermediary, you may be subject to different
fees or policies than those set forth in the Prospectus. An investor transacting
in Fund shares through a Financial Intermediary that is acting as an agent for
the investor may be required by such Financial Intermediary to pay a separate
commission and/or other forms of compensation to their Financial Intermediary.
Such broker commissions are not reflected in each Fund’s fee table or expense
examples. Ask your salesperson or visit your Financial Intermediary’s website
for more information. From time to time, the Funds enter into arrangements with
Financial Intermediaries pursuant to which such parties agree to perform
sub-transfer agent, sub-accounting, record-keeping or other administrative
services on behalf of their clients who are shareholders of the Funds. The Funds
and/or the Adviser make payments to certain Financial Intermediaries for such
administrative services provided to clients who hold shares of a Fund through
omnibus or networked accounts. Payments to Financial Intermediaries for such
services, sometimes referred to as “sub-TA fees,” vary based on factors such as
the type of intermediary, the types and level of services provided and the
amount of assets or accounts held in a Fund. Sub-TA fees paid by the Funds are
included in the total amount of “Other Expenses” in the “Fees and Expenses of
the Fund” table.
The
Adviser may also pay compensation from its own resources, and not as an
additional charge to the Funds, to compensate a Financial Intermediary for
distribution and marketing services. For example, the Adviser may compensate
Financial Intermediaries for providing the Funds with “shelf space” or access to
a third-party platform or fund offering list or other marketing programs,
including, without limitation, inclusion of the Funds on preferred or
recommended sales lists, mutual fund “supermarket” platforms, other formal sales
programs and other forms of marketing support.
The
amount of these payments is determined from time to time by the Adviser and may
differ among such Financial Intermediaries based upon one or more of the
following factors: gross sales, current assets, the number of accounts of the
Funds held by the Financial Intermediaries or other factors agreed to by the
parties. The receipt of (or prospect of receiving) such compensation may provide
the Financial Intermediary and its salespersons with an incentive to favor sales
of a Fund’s shares over other investment alternatives. You may wish to consider
whether such arrangements exist when evaluating recommendations from a Financial
Intermediary.
Redemption
Fee (Small Cap Fund)
Your
redemption or exchange of shares of the Small Cap Fund may be subject to a 1.00%
redemption fee on shares of the Small Cap Fund held for 180 days or less. The
redemption fee is designed to protect long-term shareholders from the negative
effects of short-term trading activity (also known as “market timing”) by other
shareholders. Any redemption fees will be deducted from redemption proceeds and
paid directly to the Small Cap Fund to offset the costs of short-term trading.
The redemption fee applies to shareholders who redeem or exchange their shares
on or before the 180th
day from the date of purchase.
For
purposes of applying the redemption fee, shares held the longest will be treated
as being redeemed first. The redemption fee does not apply to:
•shares
acquired as a result of reinvesting distributions;
•shares
redeemed in the case of death, disability or other hardship;
•shares
purchased through certain omnibus accounts or retirement plans that do not have
the operational capability to impose the fee;
•shares
redeemed through the Systematic Withdrawal Plan;
•shares
redeemed for accounts established as Coverdell Education Savings Accounts;
or
•shares
redeemed by a third-party investment adviser using an automatic rebalancing or
asset allocation program.
In
addition, the redemption fee may be waived in other limited circumstances deemed
necessary by the Fund’s Chief Compliance Officer, in consultation with legal
counsel, that do not indicate market-timing activity. Any waivers authorized by
the Chief Compliance Officer must be reported to the Board.
How
to Transfer Registration
If
you request a change in your account registration, such as changing the name(s)
on your account or transferring your shares to another person or legal entity,
you must submit your request in writing. A signature guarantee is required (see
the section entitled “Shareholder Information – Signature Guarantee”). Please
call Shareholder Services at 800-304-7404 for full instructions.
Signature
Guarantee
A
signature guarantee helps protect against fraud and verifies the authenticity of
your signature. Signature guarantees, from either a Medallion program member or
a non-Medallion program member, will generally be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations, as well as
participants in the New York Stock Exchange Medallion Signature Program and the
Securities Transfer Agents Medallion Program (STAMP). A
notary public is not an acceptable signature guarantor.
A
signature guarantee, from either a Medallion program member or a non-Medallion
program member, is required when:
1.Redeeming
shares if:
a.Payment
requested is payable to or sent (either by check, wire or ACH) to any person,
address or bank account not on record.
b.When
a redemption request is received by the Transfer Agent and the account address,
bank wire address, or bank ACH address has changed within the last 30 calendar
days.
2.Transferring
ownership of account or account name changes.
Certain
non-financial transactions, including establishing or modifying certain services
on an account, may require a signature guarantee, signature verification from a
Signature Validation Program member, or other acceptable form of authentication
from a financial institution source.
For
joint accounts requiring a signature guarantee, each account owner’s signature
must be separately guaranteed. The Funds and/or the Transfer Agent may require a
signature guarantee in other instances based on the circumstances relative to
the particular situation. The Funds reserve the right to waive any signature
requirement at their discretion. Shareholders should
contact
Shareholder Services at 800-304-7404 with additional questions.
Income
and Capital Gain Distributions
The
Growth, Balanced and Small Cap Funds distribute substantially all of their net
investment income to shareholders semi-annually, quarterly and annually,
respectively. Net investment income distributions are normally made in June and
December for the Growth Fund, in March, June, September and December for the
Balanced Fund, and in December for the Small Cap Fund. Net capital gains, if
any, are distributed to each Fund’s shareholders at least annually. Net
investment income and net capital gain distributions are reinvested in
additional Fund shares in your account unless you select another option on your
New Account Application. You may change your net investment income and net
capital gain distribution election in writing or by calling the Transfer Agent
in advance of the next distribution.
Net
investment income and net capital gain distributions that are not reinvested are
paid to you by check or transmitted to your bank account via ACH. If the post
office cannot deliver your check, or if your check remains uncashed for six
months, each Fund reserves the right to reinvest your distribution check in your
account at the Fund’s then current NAV and to reinvest all subsequent
distributions in shares of the Fund. No interest will accrue on the amount
represented by uncashed distribution checks.
If
you are investing in an account that is not tax-deferred or otherwise
tax-advantaged, it may be advantageous to buy shares after the Fund makes its
distribution. When net investment income and net capital gain distributions are
made, the value of each share is reduced by the amount of the distribution. If
you purchase shares shortly before the payment of a distribution, you will pay
the full price for the shares and then receive some of the price back as a
taxable distribution, which may have negative tax consequences. To avoid this
situation, check with the Funds for their distribution dates at
www.mairsandpower.com or by calling 800-304-7404 before you invest.
Frequent
Purchases and Redemptions of Fund Shares
The
policy of the Funds is to discourage short-term trading. The Funds are intended
for long-term investment purposes only and not for market timing or excessive
trading. Market timing may be disadvantageous to the long‑term performance of
the
Funds
by disrupting portfolio management and increasing Fund expenses. The Board has
adopted policies and procedures that are designed to discourage excessive,
short‑term trading and other abusive trading practices that may disrupt
portfolio management strategies and harm performances.
The
Funds may reject any purchase order by any investor that may be attributable to
market timing or is otherwise excessive or potentially disruptive to the Funds.
Purchase orders that are believed to be placed by market timers may be revoked
or cancelled by the Funds on the next business day after receipt of the order.
In such instances, notice will be given to the shareholder within five business
days of the trade to freeze the account and temporarily suspend services. In
addition, short-term trades in the Small Cap Fund may be subject to the 1.00%
redemption fee, as discussed in the section entitled “Shareholder Information –
Redemption Fee (Small Cap Fund).”
Although
the Funds make efforts to monitor for market timing activities and will seek the
assistance of Financial Intermediaries through which Fund shares are purchased
or held, the Funds cannot always identify or detect excessive trading that may
be facilitated by Financial Intermediaries because the Financial Intermediary
maintains the underlying shareholder account. In an attempt to detect and deter
excessive trading in omnibus accounts, the Funds may require Financial
Intermediaries to impose restrictions on the trading activity of accounts traded
through those Financial Intermediaries (including prohibiting further
transactions by such accounts), may require the Financial Intermediaries to
provide certain information to the Funds regarding shareholders who hold shares
through such accounts or may close the omnibus account (although there can be no
assurance that the Funds would do so). The Funds’ ability to impose restrictions
for accounts traded through particular Financial Intermediaries may vary
depending upon the systems’ capabilities, applicable contractual restrictions,
and cooperation of those intermediaries. In some cases, the Funds may rely on
the market timing policies of Financial Intermediaries, even if those policies
are different from the Funds’ policy, when the Funds believe that the policies
are reasonably designed to prevent excessive trading practices that are
detrimental to the Funds. Due to operational requirements or limitations,
Financial Intermediaries may use criteria and methods for tracking, applying or
calculating the redemption fee that may differ from those used by the Small Cap
Fund’s Transfer Agent. If you purchase shares of the Small Cap Fund through a
Financial
Intermediary,
you should contact your Financial Intermediary for more information on how the
redemption fee is applied to redemptions or exchanges of your shares.
There
can be no assurance that the Funds will be able to identify or eliminate all
market timing activities, and the Funds may not be able to completely eliminate
the possibility of excessive trading in certain omnibus accounts and other
accounts traded through Financial Intermediaries.
In
most cases, the Funds will not make any exceptions to their short-term trading
policy, nor will the Funds grant to any third-party permission to engage in
short-term trading within the Funds.
Federal
Income Taxes
The
following discussion of certain current federal income tax matters is not
intended to be a full discussion of income tax laws and their effect on you.
Changes in income tax laws, potentially with retroactive effect, could impact a
Fund’s investments or the tax consequences to you of investing in a Fund. You
should consult with your own tax advisor regarding the federal, state, local and
foreign tax consequences of an investment in a Fund.
Each
Fund’s distributions of investment company taxable income and net capital gain,
whether received in cash or reinvested in additional shares of the Fund, are
subject to federal income taxes if held in a taxable account, and may be subject
to state and local income taxes. If you hold your shares in a tax-deferred
retirement account, you generally will not have to pay tax on distributions
until a withdrawal is made from the account. Tax rules for these types of
accounts are complex, and any questions you may have should be addressed with
your own tax advisor.
For
federal income tax purposes, each Fund’s distributions of investment company
taxable income, which includes net short-term capital gains, are generally
taxable to a Fund’s shareholders as ordinary income, and net capital gain
distributions are taxable to a Fund’s shareholders as long-term capital gains.
The character of a capital gain depends on the length of time that the Fund held
the security that was sold. Non-corporate shareholders may benefit from
favorable tax treatment related to “qualified dividend income.” If certain
holding period requirements are satisfied, to the extent that a Fund’s
distributions of investment company taxable income consist of “qualified
dividend income,” such distributions are
taxable
to non-corporate shareholders at long-term capital gain rates. Subject to
certain limitations, corporate shareholders may be eligible for the corporate
dividends-received deduction with respect to the portion, if any, of a Fund’s
distributions of investment company taxable income attributable to dividends
received by the Fund directly or indirectly from U.S. corporations, if such Fund
reports the amount distributed as eligible for deduction and the corporate
shareholder meets certain holding period requirements.
In
addition to the federal income tax, certain individuals, trusts and estates may
be subject to a Net Investment Income (NII) tax of 3.8%. The NII tax is imposed
on the lesser of (i) the taxpayer’s investment income, net of deductions
properly allocable to such income, or (ii) the amount by which the taxpayer’s
modified adjusted gross income exceeds certain thresholds ($250,000 for married
individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for
married individuals filing separately). The Funds’ distributions are includable
in a shareholder’s investment income for purposes of this NII tax. In addition,
any capital gain realized on the sale, exchange or redemption of Fund shares is
includable in a shareholder’s investment income for purposes of this NII
tax.
If
you dispose of your Fund shares by redemption, exchange or sale, you will
generally have a capital gain or loss. The amount of the gain or loss and the
applicable rate of federal income tax will depend primarily upon the share
purchase price, the amount realized on the sale, exchange or redemption, and the
period of time you held the shares. Any loss arising from the sale, redemption
or exchange of Fund shares held for six months or less is treated as a long-term
capital loss to the extent of any distributions of net capital gain received or
deemed to be received with respect to such shares. In determining the holding
period of such shares for this purpose, any period during which your risk of
loss is offset by means of options, short sales or similar transactions is not
counted. An exchange of any Mairs & Power Fund’s shares for shares of any
other Mairs & Power Fund will be treated as a sale of the Fund’s shares and
any gain on the transaction may be subject to federal, state and local income
taxes. If you purchase Fund shares (including shares purchased through
reinvestment of distributions) within thirty days before or after selling,
redeeming or exchanging other shares of the same Fund at a loss, all or part of
your loss will not be deductible and will instead increase the basis of the new
shares
to preserve the loss until a future sale, redemption or exchange (this is
otherwise known as a wash sale).
You
will be sent Form 1099 indicating the tax treatment of any distributions made to
you during the previous year no later than mid-February. The information is also
reported to the Internal Revenue Service (IRS).
As
with all mutual funds, a Fund may be required to withhold federal income tax (at
the then-current federal backup withholding rate) on all taxable distributions
or redemption proceeds payable to you if you fail to provide the Fund with your
correct social security number or taxpayer identification number or fail to make
required certifications, or if the Fund receives notification from the IRS
requiring backup withholding. Backup withholding is not an additional tax, but a
method by which the IRS ensures that it will collect taxes otherwise due. Any
amounts withheld may be credited against your federal income tax
liability.
Federal
law requires that mutual fund companies report certain shareholders’ cost basis,
gain/loss, and holding period to such shareholders and the IRS on Form 1099 when
“covered” shares of the mutual funds are sold. Covered shares are generally any
Fund shares acquired by certain shareholders on or after January 1, 2012.
The
Funds have chosen average cost as their standing (default) cost basis method for
all covered shares, which means this is the method the Funds will use to
determine which specific covered shares are deemed to be sold, exchanged or
redeemed when there are multiple purchases on different dates at differing net
asset values, and the entire position is not sold, exchanged or redeemed at one
time. You may choose an alternate IRS-approved method other than a Fund’s
standing method at the time of your purchase or upon the sale, exchange or
redemption of covered shares. The cost basis method a shareholder elects may not
be changed with respect to a sale, exchange or redemption of shares after the
settlement date of the sale, exchange or redemption. Shareholders of a Fund
should consult with their own tax advisors to determine the best IRS-accepted
cost basis method for their tax situation and to obtain more information about
how the cost basis reporting rules apply to them.
This
summary is not intended to be and should not be construed to be legal or tax
advice to any current holder of the shares of a Fund. Shareholders should
consult
their own tax advisors to determine the tax consequences of owning a Fund’s
shares.
Other
Shareholder Services
As
a shareholder of the Funds, you will receive the following statements and
reports:
•Confirmation
Statements
– Sent each time you buy, sell or exchange Fund shares. The statement will
confirm the trade date and amount of your transaction.
•Account
Statements –
Sent semi-annually for the Growth Fund, quarterly for the Balanced Fund, and
annually for the Small Cap Fund, detailing the net investment income and net
capital gain distributions made by the Fund. In addition, the market value of
your account at the close of the period will also appear on the
statement.
•Compliance
and Regulatory Reports
– The prospectus, SAI, annual and semi-annual reports are available to
shareholders via the method of delivery on their account.
•Tax
Statements
– IRS Form 1099 statements are sent in January or February and report the
previous year’s net investment income and net capital gain distributions,
proceeds from the sale of shares and distributions from IRAs or other retirement
accounts. Other tax statements are mailed during the year as
needed.
Transfer
Agent Charges For Direct Shareholder Special Requests
1.$25
distribution fee for IRAs. Please see the Custodial Account Agreement for IRA
& Coverdell Education Savings Accounts at www.mairsandpower.com for
additional IRA related fees.
2.Statement
requests will cost $5 per year requested per social security number (capped at
$25). This fee applies to requests for statements older than the prior year.
As
a shareholder of the Funds, the following services are available to
you:
eDelivery
Services
eDelivery
is available to all direct shareholders. eDelivery provides your tax statements,
account statements, trade confirmation statements, and compliance and regulatory
reports online rather than by regular mail. In addition to reducing paper waste,
eDelivery may reduce Fund fees by lowering printing and mailing costs over time.
To receive materials
electronically,
please contact Shareholder Services at 800-304-7404 or visit
www.mairsandpower.com to log in to your account and sign up for eDelivery. If
you hold your Fund shares through a Financial Intermediary, please contact your
Financial Intermediary regarding electronic delivery options.
Automated
Telephone Services
Fund
and shareholder account information is available 24 hours per day, seven days a
week at 800-304-7404. You may obtain share prices and price changes for the
Funds, your account balance and last two transactions, distribution information
and duplicate account statements.
Funds’
Website
Information
on the Funds is available at www.mairsandpower.com. The portal has new
functionality including enhanced security to the log in process. Please note
when you first log in to the new portal, you will be required to enter your
account information, including account number. You will be prompted to setup a
security code delivery, which will be your choice of email or text. On the site
you can:
•View
your account balances and recent transactions for shares held directly with the
Funds;
•Purchase,
exchange and sell Fund shares held directly with the Funds (for non-IRA
accounts);
•Purchase
and exchange Fund shares held directly with the Funds (for IRA
accounts);
•View
tax statements, account statements and confirmation statements for shares held
directly with the Funds;
•Learn
more about Mairs & Power’s investment style;
•Review
objectives, strategies, characteristics and risks of the Funds;
•Review
each Fund’s daily prices;
•Review
portfolio holdings, proxy voting records and quarterly market commentaries;
and
•Download
the Funds’ prospectus, account applications, shareholder reports and other
forms.
•Add
or change bank information. For security purposes, this added or changed bank
information cannot be used for 30 days, unless the redemption request is sent in
writing with a signature guarantee;
•Change
telephone numbers;
•Cancel
pending trades, prior to the NYSE market close; and
•The
Fund can send messages to shareholders.
Householding
In
an effort to decrease costs, the Funds intend to reduce the number of duplicate
Summary Prospectuses, supplements, and certain other shareholder documents you
receive by sending only one copy of each to those addresses shared by two or
more accounts and to shareholders reasonably believed to be from the same family
or household. Once implemented, if you would like to discontinue householding
for your accounts, please call Shareholder Services at 800-304-7404 to request
individual copies of documents; if your shares are held through a Financial
Intermediary, please contact them directly. Once notification to stop
householding is received, the Funds will begin sending individual copies thirty
days after receiving your request. This policy does not apply to account
statements.
Lost
Shareholders, Inactive Accounts and Unclaimed Property
It
is important that the Funds maintain a correct address for each shareholder.
An incorrect address may cause a shareholder’s account statements and
other mailings to be returned to the Funds. Based upon statutory
requirements for returned mail, the Funds will attempt to locate the shareholder
or rightful owner of the account. If the Funds are unable to locate the
shareholder, then it will determine whether the shareholder’s account can
legally be considered abandoned. Your mutual fund account may be
transferred to the state government of your state of residence if no activity
occurs within your account during the “inactivity period” specified in your
state’s abandoned property laws. The Funds are legally obligated to
escheat (or transfer) abandoned property to the appropriate state’s unclaimed
property administrator in accordance with statutory requirements. The
shareholder’s last known address of record determines which state has
jurisdiction. Please proactively contact the Transfer Agent at
800-304-7404 (toll free) at least annually to ensure your account is active.
If
you are a resident of the state of Texas, you may designate a representative to
receive notifications that, due to inactivity, your mutual fund account assets
may be delivered to the Texas Comptroller. Please contact the Transfer
Agent if you wish to complete a Texas Designation of Representative
form.
INDEX
DESCRIPTIONS
Bloomberg
U.S. Government/Credit Bond Index
The
Bloomberg U.S. Government/Credit Bond Index is a broad-based flagship benchmark
that measures the non-securitized component of the U.S. Aggregate Index. It
includes investment-grade, U.S. dollar-denominated, fixed-rate Treasuries,
government-related and corporate securities. It is not possible to invest
directly in an index.
S&P
500®
Total Return Index
The
S&P 500®
Total Return Index is an unmanaged index of 500 common stocks that is generally
considered representative of the U.S. stock market. It tracks both the capital
gains of a group of stocks over time and assumes that any cash distributions,
such as dividends, are reinvested back into the index. It is not possible to
invest directly in an index.
S&P
SmallCap 600®
Total Return Index
The
S&P SmallCap 600®
Total Return Index is an index of small company stocks managed by Standard &
Poor’s that covers a broad range of small cap stocks in the U.S. The index is
weighted according to market capitalization and covers about 3-4% of the total
market for equities in the U.S. It tracks both the capital gains of a group of
stocks over time and assumes that any cash distributions, such as dividends, are
reinvested back into the index. It is not possible to invest directly in an
index.
Composite
Index
The
Composite Index reflects an unmanaged portfolio comprised of 60% of the S&P
500®
Total Return Index and 40% of the Bloomberg U.S. Government/Credit Bond Index.
It is not possible to invest directly in an index.
Derivative
Actions
Pursuant
to the Trust’s Amended and Restated Declaration of Trust (the “Declaration of
Trust”), and subject to the limitations disclosed in the Declaration of Trust, a
Fund shareholder may only bring a derivative action if (i) the shareholder or
shareholders make a pre-suit demand upon the Board to bring the subject action
unless an effort to cause the Board to bring such an action is not likely to
succeed (as defined in the Declaration of Trust); (ii) shareholders eligible to
bring such derivative action under the Delaware Statutory Trust Act who hold at
least 10% of the
outstanding
voting securities of the Trust, or 10% of the outstanding voting securities of
the series or class to which such action relates, shall join in the request for
the Board to commence such action; and (iii) the Board is afforded a reasonable
amount of time to consider such shareholder request and to investigate the basis
of such claim. The Board shall be entitled to retain counsel or other advisors
in considering the merits of the request and shall require an undertaking by the
shareholders making such request to reimburse the Trust for the expense of any
such advisors in the event that the Trustees determine not to bring such action.
The provision requiring at least 10% of the outstanding voting securities of the
Trust, applicable series or class to join in the request to bring the derivative
action and the provision requiring an undertaking by the requesting shareholders
to reimburse the Trust for the expense of any advisors retained by the Board in
the event that the Trustees determine not to bring such action, do not apply to
claims brought under federal securities laws.
FINANCIAL
HIGHLIGHTS
The
Financial Highlights information presented for the Funds includes the financial
history of the Predecessor Funds, which have been reorganized into the Funds.
Prior to the Reorganizations, each Fund was a “shell” fund with no assets and
had not commenced operations.
The
financial highlights tables are intended to help you understand each Fund’s (and
each Predecessor Fund’s) financial performance for the past five years. Certain
information reflects financial results for a single Fund share. The total
returns in the tables represent the rate that an investor would have earned (or
lost) on an investment in the Funds (assuming reinvestment of all
distributions). This information as of and for the years ended December 31, 2022
and December 31, 2023 has been derived from the financial statements audited by
Cohen & Company, Ltd. the Funds’ independent registered public accounting
firm, whose report, along with the Funds’ financial statements, is included in
the Funds’ 2023 annual
report
to
shareholders,
which is available upon request. The financial statements containing the
financial highlights for each of the periods presented ended December 31, 2019
through December 31, 2021 were audited by the independent registered public
accounting firm for the Predecessor Funds.
GROWTH
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
SELECTED
DATA AND RATIOS (for a share outstanding throughout each
year) |
| |
| Year
Ended December 31, |
| 2023 |
2022 |
2021 |
2020 |
2019 |
| |
Per
Share |
Net
asset value, beginning of year |
$ |
118.00 |
| $ |
162.55 |
| $ |
136.08 |
| $ |
127.22 |
| $ |
106.45 |
|
| |
Income
from investment operations: |
Net
investment income |
1.18(2) |
1.02(2) |
0.87 |
| 1.48 |
| 1.59 |
|
| |
Net
realized and unrealized gain (loss) |
31.41 |
| (35.15) |
| 38.82 |
| 19.37 |
| 28.59 |
|
| |
Total
from investment operations |
32.59 |
| (34.13) |
| 39.69 |
| 20.85 |
| 30.18 |
|
| |
Distributions
to shareholders from: |
Net
investment income |
(1.22) |
| (1.01) |
| (0.91) |
| (1.45) |
| (1.58) |
|
| |
Net
realized gains on investments sold |
(2.22) |
| (9.41) |
| (12.31) |
| (10.54) |
| (7.83) |
|
| |
Total
distributions |
(3.44) |
| (10.42) |
| (13.22) |
| (11.99) |
| (9.41) |
|
| |
Net
asset value, end of year |
$ |
147.15 |
| $ |
118.00 |
| $ |
162.55 |
| $ |
136.08 |
| $ |
127.22 |
|
| |
Total
investment return (loss) |
27.70 |
% |
(21.07 |
%) |
29.27 |
% |
16.67 |
% |
28.39 |
% |
| |
Net
assets, end of year, in thousands |
$ |
5,019,568 |
| $ |
4,336,486 |
| $ |
5,950,161 |
| $ |
4,858,189 |
| $ |
4,633,937 |
|
| |
Ratios/supplemental
data: |
Ratio
of expenses to average net assets |
0.64 |
% |
0.63 |
% |
0.61 |
% |
0.64 |
% |
0.65 |
% |
| |
Ratio
of net investment income to average net assets |
0.89 |
% |
0.75 |
% |
0.55 |
% |
1.12%(1) |
1.28 |
% |
| |
Portfolio
turnover rate |
13.45%(3) |
11.04%(3) |
13.17 |
% |
14.52 |
% |
10.77 |
% |
| |
(1) Ratio
revised subsequent to the completion of the annual report dated December 31,
2020 to include immaterial reclass adjustments related to the Fund's holding of
real estate investment trusts.
(2) Per
share net investment income was calculated using average shares
outstanding.
(3) Excludes
in-kind transactions associated with redemptions of the Fund.
BALANCED
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
SELECTED
DATA AND RATIOS (for a share outstanding throughout each
year) |
| |
| Year
Ended December 31, |
| 2023 |
2022 |
2021 |
2020 |
2019 |
| |
Per
Share |
|
|
|
|
|
| |
Net
asset value, beginning of year |
$ |
93.06 |
| $ |
116.89 |
| $ |
105.23 |
| $ |
99.74 |
| $ |
86.79 |
|
| |
Income
from investment operations: |
|
|
|
|
|
| |
Net
investment income |
2.01(2) |
1.86(2) |
1.68 |
| 1.98 |
| 2.13 |
|
| |
Net
realized and unrealized gain (loss) |
10.28 |
| (19.21) |
| 17.42 |
| 8.10 |
| 15.39 |
|
| |
Total
from investment operations |
12.29 |
| (17.35) |
| 19.10 |
| 10.08 |
| 17.52 |
|
| |
Distributions
to shareholders from: |
|
|
|
|
|
| |
Net
investment income |
(2.07) |
| (1.86) |
| (1.68) |
| (1.99) |
| (2.12) |
|
| |
Net
realized gains on investments sold |
(1.63) |
| (4.62) |
| (5.76) |
| (2.60) |
| (2.45) |
|
| |
Total
distributions |
(3.70) |
| (6.48) |
| (7.44) |
| (4.59) |
| (4.57) |
|
| |
Net
asset value, end of year |
$ |
101.65 |
| $ |
93.06 |
| $ |
116.89 |
| $ |
105.23 |
| $ |
99.74 |
|
| |
Total
investment return (loss) |
13.39 |
% |
(14.91 |
%) |
18.30 |
% |
10.44 |
% |
20.32 |
% |
| |
Net
assets, end of year, in thousands |
$ |
780,052 |
| $ |
780,847 |
| $ |
1,022,951 |
| $ |
895,253 |
| $ |
928,828 |
|
| |
Ratios/supplemental
data: |
|
|
|
|
|
| |
Ratio
of expenses to average net assets |
0.71 |
% |
0.69 |
% |
0.69 |
% |
0.71 |
% |
0.71 |
% |
| |
Ratio
of net investment income to average net assets |
2.08 |
% |
1.81 |
% |
1.45 |
% |
2.01%(1) |
2.22 |
% |
| |
Portfolio
turnover rate |
11.74%(3) |
9.68%(3) |
13.00 |
% |
15.96 |
% |
13.60 |
% |
| |
(1) Ratio
revised subsequent to the completion of the annual report dated December 31,
2020 to include immaterial reclass adjustments related to the Fund's holding of
real estate investment trusts.
(2) Per
share net investment income was calculated using average shares
outstanding.
(3) Excludes
in-kind transactions associated with redemptions of the Fund.
SMALL
CAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
SELECTED
DATA AND RATIOS (for a share outstanding throughout each
year) |
| |
| Year
Ended December 31, |
| 2023 |
2022 |
2021 |
2020 |
2019 |
| |
Per
Share |
|
|
|
|
|
| |
Net
asset value, beginning of year |
$ |
26.43 |
| $ |
32.69 |
| $ |
28.15 |
| $ |
26.41 |
| $ |
22.48 |
|
| |
Income
from investment operations: |
Net
investment income |
0.05(4) |
0.05(4) |
0.01 |
| 0.19 |
| 0.13 |
|
| |
Net
realized and unrealized gain (loss) |
2.87 |
| (4.59) |
| 7.25 |
| 2.13 |
| 4.62 |
|
| |
Total
from investment operations |
2.92 |
| (4.54) |
| 7.26 |
| 2.32 |
| 4.75 |
|
| |
Distributions
to shareholders from: |
|
|
|
|
|
| |
Net
investment income |
(0.06) |
| (0.05) |
| (0.01) |
| (0.17) |
| (0.11) |
|
| |
Net
realized gains on investments sold |
(0.14) |
| (1.67) |
| (2.71) |
| (0.41) |
| (0.71) |
|
| |
Redemption
fees(1)(2) |
0.00 |
| 0.00 |
| 0.00 |
| 0.00 |
| 0.00 |
|
| |
Total
distributions |
(0.20) |
| (1.72) |
| (2.72) |
| (0.58) |
| (0.82) |
|
| |
Net
asset value, end of year |
$ |
29.15 |
| $ |
26.43 |
| $ |
32.69 |
| $ |
28.15 |
| $ |
26.41 |
|
| |
Total
investment return (loss) |
11.04 |
% |
(13.93 |
%) |
26.00 |
% |
8.78 |
% |
21.13 |
% |
| |
Net
assets, end of year, in thousands |
$ |
331,492 |
| $ |
337,201 |
| $ |
427,257 |
| $ |
361,594 |
| $ |
437,300 |
|
| |
Ratios/supplemental
data: |
|
|
|
|
|
| |
Ratio
of expenses to average net assets |
0.94 |
% |
0.92 |
% |
0.95 |
% |
1.04 |
% |
1.05 |
% |
| |
Ratio
of net investment income to average net assets |
0.17 |
% |
0.18 |
% |
0.02 |
% |
0.58%(3) |
0.48 |
% |
| |
Portfolio
turnover rate |
19.05%(5) |
19.81%(5) |
21.45 |
% |
16.39 |
% |
15.07 |
% |
| |
(1) The
Fund charges a 1.00% redemption fee on shares held 180 days or
less.
(2) Amount
per share is less than $0.005.
(3) Ratio
revised subsequent to the completion of the annual report dated December 31,
2020 to include immaterial reclass adjustments related to the Fund's holding of
real estate investment trusts.
(4) Per
share net investment income was calculated using average shares
outstanding.
(5) Excludes
in-kind transactions associated with redemptions of the Fund.
FOR
MORE INFORMATION
Fund
and Service Providers
|
|
|
|
| |
Investment
Adviser
Mairs
& Power, Inc.
30
East 7th Street, Suite 2500,
Saint
Paul, Minnesota 55101-1363 |
Custodian
U.S.
Bank, N.A.
Custody
Operations
1555
North RiverCenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Independent
Registered
Public
Accounting Firm
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Distributor
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Legal
Counsel
Godfrey
& Kahn, S.C.
833
East Michigan Street, Suite 1800
Milwaukee,
Wisconsin 53202 |
Transfer
Agent, Administrator and Fund Accountant
|
Regular
Mail Address
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701 |
Express
(or Overnight), Certified
or
Registered Mail Address
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202-0701 |
Shareholder
Services 800-304-7404 |
PRIVACY
NOTICE
The
Funds collect non-public personal information about you from the following
sources:
•information
the Funds receive about you on applications or other forms;
•information
you give the Funds orally; and/or
•information
about your transactions with the Funds or others.
The
types of non-public personal information we collect and share can
include:
•social
security numbers;
•account
balances;
•account
transactions;
•transaction
history;
•wire
transfer instructions; and
•checking
account information.
What
Information We Disclose
The
Funds do not disclose any non-public personal information about their
shareholders or former shareholders without the shareholder’s authorization,
except as permitted by law or in response to inquiries from governmental
authorities. The Funds may share information with affiliated parties and
unaffiliated third parties with whom they have contracts for servicing the
Funds. The Funds will provide unaffiliated third parties with only the
information necessary to carry out their assigned responsibility.
How
We Protect Your Information
All
shareholder records will be disposed of in accordance with applicable law. The
Funds maintain physical, electronic and procedural safeguards to protect your
non-public personal information and require third parties to treat your
non-public personal information with the same high degree of
confidentiality.
In
the event that you hold shares of the Funds through a financial intermediary,
including, but not limited to, a broker-dealer, bank or trust company, the
privacy policy of your financial intermediary governs how your non-public
personal information is shared with unaffiliated third parties.
ADDITIONAL
INFORMATION
More
information about the Funds is available from the following
sources:
Statement
of Additional Information (SAI)
The
SAI provides more details about the Funds and their investment policies and
restrictions. A current SAI is on file with the Securities and Exchange
Commission (SEC) and is incorporated into this prospectus by reference (which
means that it is legally considered part of this prospectus).
Annual
and Semi-Annual Reports
Additional
information about the Funds’ investments is available in the Funds’ annual and
semi-annual reports to shareholders and in Form N-CSR. The Funds’ annual report
contains a discussion of the market conditions and investment strategies that
significantly affected the Funds’ performance during the Funds’ prior fiscal
year. In Form N-CSR, you will find the Funds’ annual and semi-annual financial
statements.
|
| |
The
Funds’ annual and semi-annual reports and the SAI are available free of
charge on the Funds’ website at www.mairsandpower.com.
You
can also get free copies of the reports and the SAI, request other
information about the Funds or make other inquiries by contacting the
Funds at:
Mairs
& Power Funds
c/o
U.S. Bancorp Fund Services, LLC
P.
O. Box 701
Milwaukee,
WI 53201-0701
Telephone:
800-304-7404
Reports
will be sent first class mail within three business days of receipt of
request.
You
may also request other information about the Funds or make shareholder
inquiries by calling 800‑304‑7404.
|
•Documents
filed by the Funds with the SEC and other information about the Funds are
available on the SEC’s Internet EDGAR Database site at http://www.sec.gov, where
they are listed under “Trust for Professional Managers.”
•You
may also obtain copies of Fund documents by paying a duplicating fee and sending
an electronic request to the following e-mail address: [email protected].
The
Funds’ Investment Company Act file number is 811-10401.
MAIRS
& POWER FUNDS
GROWTH
FUND
Ticker
Symbol: MPGFX
BALANCED
FUND
Ticker
Symbol: MAPOX
SMALL
CAP FUND
Ticker
Symbol: MSCFX