PROSPECTUS - mairsandpower.com...PROSPECTUS APRIL 30, 2020 The Securities and Exchange Commission...

PROSPECTUSAPRIL 30, 2020

The Securit ies and Exchange Commission has not determined if the information in this prospectus is accurate orcomplete, nor has it approved or disapproved these securit ies. Any representation to the contrary is a criminal offense.

- GROWTH FUNDTicker Symbol : MPGFX

- BALANCED FUNDTicker Symbol : MAPOX

- SMALL CAP FUNDTicker Symbol : MSCFX

Beginning in February 2021 , as permitted by regulations adopted by the U.S . Securit ies and Exchange Commission, papercopies of the Mairs & Power Funds’ shareholder reports wil l no longer be sent by mail , unless you specif ical ly requestpaper copies of the reports f rom the Mairs & Power Funds or f rom your f inancial intermediary. Instead, the reports wil l bemade available on the Mairs & Power Funds’ website, and you wil l be notif ied each t ime a report is posted and providedwith a website l ink to access the report . I f you already elected to receive shareholder reports electronical ly for theMairs & Power Funds, you wil l not be affected by this change and you need not take any action.

Mairs & Power Funds Direct ShareholdersYou may elect to receive shareholder reports and other communications electronical ly or in paper f rom the Mairs &Power Funds by electing one of the fol lowing options:

1 . Receive Fund Communications by Email : Contact Shareholder Services at (800) 304-7404 or consent through thedirect shareholder portal onl ine at www.mairsandpower.com. You may also elect to receive account statements,tax forms and conf irmations through this means.

2 . Receive Fund Communications by Mail : Contact Shareholder Services at (800) 304-7404. You may elect to continuereceiving paper copies of the shareholder reports and other communications, f ree of charge, by contactingShareholder Services at (800) 304-7404.

Mairs & Power Funds Shareholder through a Financial Intermediary (such as broker-dealer or bank)Contact your Financial Intermediary to make your election. Your election wil l apply to al l Mairs & Power Funds heldthrough your Financial Intermediary.

Toppan Merrill - Mairs _ Power Statutory Prospectus [Funds] 04-30-2020 ED | mmcgee | 29-Apr-20 12:34 | 20-15399-1.aa | Sequence: 1CHKSUM Content: 20689 Layout: 14227 Graphics: 43756 CLEAN

JOB: 20-15399-1 CYCLE#;BL#: 3; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Yellow, Magenta, PANTONE 430 U, Cyan, ~note-color 2, Black, PANTONE 646 U GRAPHICS: Mairs_Powers_FC_20_image.eps V1.5

TABLE OF CONTENTS

Summary Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Mairs & Power Growth Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Mairs & Power Balanced Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Mairs & Power Small Cap Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Fund Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Mairs & Power Growth Fund (Growth Fund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Mairs & Power Balanced Fund (Balanced Fund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15Mairs & Power Small Cap Fund (Small Cap Fund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Temporary Defensive Policies – All Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Investment Limitations – All Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Disclosure of Portfolio Holdings – All Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Management and Organization of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20Portfolio Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

Shareholder Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Pricing of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22Security Valuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22How to Purchase Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23How to Redeem or Exchange Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28Important Information Regarding Telephone and Internet Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30Fund Transactions Through a Financial Intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31Redemption Fee (Small Cap Fund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31How to Transfer Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32Signature Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32Income and Capital Gain Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32Frequent Purchases and Redemptions of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33Other Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

Index Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38For More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

Privacy Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PP-1Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inside Back Cover

Toppan Merrill - Mairs _ Power Statutory Prospectus [Funds] 04-30-2020 ED | mmcgee | 29-Apr-20 12:34 | 20-15399-1.aa | Sequence: 2CHKSUM Content: 38778 Layout: 20113 Graphics: 0 CLEAN

JOB: 20-15399-1 CYCLE#;BL#: 3; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: ~HTML color, ~watermark, ~note-color 2, Black GRAPHICS: none V1.5

MAIRS & POWER GROWTH FUNDInvestment ObjectiveMairs & Power Growth Fund’s (the Fund)fundamental objective is to provide shareholderswith a diversified portfolio of common stocks,which have the potential for above-average, long-term appreciation.

Fees and Expenses of the FundThis table describes the fees and expenses thatyou may pay if you buy, hold and sell shares of theFund. You may pay other fees, such as brokeragecommissions and other fees to financialintermediaries, which are not reflected in thetables and examples below.

Shareholder Fees(fees paid directly from your investment) . . .None

Annual Fund Operating Expenses (expenses thatyou pay each year as a percentage of the value ofyour investment)

Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . .0.56%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0.09%Total Annual Fund Operating Expenses . . . .0.65%

Expense ExampleThis example is intended to help you compare thecost of investing in the Fund with the cost ofinvesting in other mutual funds. The exampleassumes that you invest $10,000 in the Fund forthe time periods indicated and you then redeemall of your shares at the end of those periods. Theexample also assumes that your investment has a5% return each year and that the Fund’s operatingexpenses remain the same. Although your actualcosts may be higher or lower, based on theseassumptions, your costs would be:

1 year 3 years 5 years 10 years

$66 $208 $362 $810

Portfolio TurnoverThe Fund pays transaction costs, such ascommissions, when it buys and sells securities (orturns over its portfolio). A higher portfolio turnoverrate may indicate higher transaction costs andmay result in higher taxes when Fund shares areheld in a taxable account. These costs, which arenot reflected in annual fund operating expensesor in the example, affect the Fund’s performance.

During the most recent fiscal year, the Fund’sportfolio turnover rate was 10.77% of the averagevalue of its portfolio.

Principal Investment StrategiesThe Fund invests primarily in U.S. common stocks.In selecting securities for the Fund, the Fund’sinvestment adviser, Mairs & Power, Inc. (theAdviser), gives preference to companies thatexhibit the potential for above-average growthand durable competitive advantages atreasonable valuations. In the Adviser’s experience,these securities typically have strong returns oninvested capital. The Adviser follows a multi-capapproach and the Fund invests in stocks of small-cap, mid-cap and large-cap companies. TheAdviser focuses generally on companies located inMinnesota and other states in the Upper Midwestregion of the U.S. (which the Adviser considers tobe the states of Illinois, Iowa, Minnesota, NorthDakota, South Dakota and Wisconsin). The Fundmay also invest in securities of foreign issuers,which are listed on a U.S. stock exchange or arerepresented by American Depositary Receipts(ADRs). The Adviser seeks to keep the Fund’sassets reasonably fully invested, to maintainmodest portfolio turnover rates and to moderaterisk by investing in a diversified portfolio of equitysecurities.

The Adviser may sell the Fund’s portfolio securitiesfor a variety of reasons, such as to secure gains,limit losses, or redeploy assets into morepromising opportunities.

Principal Risks of Investing in the FundAll investments have risks. The Fund is designedfor long-term investors. You should be prepared toaccept fluctuations in portfolio value as the Fundseeks to achieve its investment objective. TheFund cannot provide assurance that it will achieveits objective. Loss of money is a risk of investing inthe Fund. The Fund’s principal risks are presentedin alphabetical order to facilitate finding particularrisks and comparing them with the risks of otherfunds. Each risk summarized below is considereda “principal risk” of investing in the Fund,regardless of the order in which it appears. Themain risks of investing in the Fund are:

Common Stock RiskCommon stocks held by the Fund will fluctuate invalue based on the earnings of the company and

SUMMARY SECTION

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JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 646 U, ~note-color 2, Black GRAPHICS: none V1.5

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on general industry and market conditions. TheFund could lose money if a company in which itinvests becomes financially distressed.

Fund Management RiskActive management by the Adviser in selectingand maintaining a portfolio of securities that willachieve the Fund’s investment objective couldcause the Fund to underperform compared toother funds having similar investment objectives.

Healthcare Sector RiskTo the extent the Fund invests a significantportion of its assets in the healthcare sector, theFund will be sensitive to changes in, and itsperformance will depend to a greater extent on,the overall condition of the healthcare sector.Companies in the healthcare sector are subject toextensive government regulation and theirprofitability can be significantly affected byregulatory changes. Other risk factors includerising costs of medical products and services,pricing pressure and limited product lines, loss orimpairment of intellectual property rights andlitigation regarding product or service liability.

Industrials Sector RiskTo the extent that the Fund invests a significantportion of its assets in the industrials sector, theFund will be sensitive to changes in, and itsperformance will depend to a greater extent on,the overall condition of the industrials sector. Theindustrials sector may be significantly affected bygeneral economic trends, including such factorsas import controls, commodity prices, andworldwide competition.

Large-Cap RiskLarge-cap companies perform differently from,and at times and for extended periods of timeworse than, stocks of mid- and small-capcompanies. Larger, more established companiesmay be unable to respond quickly to newcompetitive challenges.

Minnesota/Upper Midwest Geographic RiskThe Adviser focuses generally on securities ofcompanies that are located in the Upper Midwestregion of the U.S. The Fund typically emphasizescompanies located in Minnesota, in particular. TheFund may be impacted by events or conditionsaffecting the region to a greater extent than if theFund invested in more geographically diverse

investments. For example, political and economicconditions and changes in regulatory, tax oreconomic policy in a state or region could affectthe economy or particular business operations ofcompanies located in the state or region.

Recent Market Events RiskU.S. and international markets have experiencedsignificant periods of volatility in recent years. TheFund’s investments are subject to market risk,which may cause the value of the Fund to decline.Equity securities are generally subject to greaterrisk than fixed income securities in adversemarket conditions. Markets may, in response toeconomic, political and global macro factorsincluding the impact of the coronavirus as aglobal pandemic and related public health issues,growth concerns in the U.S. and overseas,uncertainties regarding interest rates, tradetensions and the threat of tariffs imposed by theU.S. and other countries, experience periods ofhigh volatility and reduced liquidity. During thoseperiods, the Fund may experience high levels ofshareholder redemptions and may have to sellsecurities at times when the Fund wouldotherwise not do so, potentially at unfavorableprices. Certain securities may be difficult to valueduring such periods.

Sector Emphasis RiskTo the extent the Fund emphasizes investments ina particular sector, the Fund will be subject to agreater degree of risks particular to that sectorbecause companies in the sector may sharecommon characteristics and may react similarly tomarket developments. Market conditions, interestrates, and economic, regulatory, or financialdevelopments could significantly affect all thesecurities in a single sector.

Securities of Foreign Issuers and ADRs RiskThere are certain risks in securities of foreignissuers which are not associated with domesticsecurities. These risks, among others, includepolitical, social or economic instability, difficulty inpredicting international trade patterns, taxationand foreign trading practices, and greaterfluctuations in price than U.S. corporations. Inaddition, there may be less publicly availableinformation about a foreign company than abouta U.S. domiciled company.


JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Small-Cap and Mid-Cap Securities RiskSmall-cap and mid-cap companies may have ashorter history of operations and be lessdiversified with respect to their product line.Stocks of these companies tend to be morevolatile and less liquid than large company stocks.

Performance

Risk/Return Bar Chart and TableThe following bar chart and table illustrate therisks of investing in the Fund. The bar chart showschanges in the Fund’s performance from year toyear over a 10-year period. Both the chart and thetable assume that all distributions have beenreinvested. The Fund is the successor to Mairs andPower Growth Fund, Inc. (the Predecessor Fund),which was reorganized into the Fund effectiveDecember 31, 2011. The performance informationfor periods before December 31, 2011 reflects thehistorical performance of the Predecessor Fund.Visit the Fund’s website atwww.mairsandpower.com, or call 800-304-7404for current performance figures. Pastperformance of the Fund, before and after taxes, isnot necessarily an indication of how the Fund willperform in the future.

Calendar Year Returns as of December 31

During the period shown on the bar chart, theFund’s best and worst quarters are shown below:

Highest Quarter 1st Quarter, 2012 14.99%

Lowest Quarter 3rd Quarter, 2011 –16.11%

Average Annual Total ReturnsThe following table shows how the Fund’s averageannual returns before and after taxes for one, fiveand ten years compare to those of the S&P 500Total Return Index. The unaudited after-taxreturns shown in the table are calculated usingthe historical highest individual federal marginalincome tax rates and do not reflect the impact ofstate and local taxes. Actual after-tax returnsdepend on an investor’s tax situation and maydiffer from those shown. After-tax returns shownare not relevant to investors who hold their Fundshares through tax-deferred arrangements, suchas 401(k) plans or individual retirement accounts(IRAs).

Average Annual Total Returns(For the periods ended December 31, 2019)

1 year 5 years 10 years

Return Before Taxes 28.39% 9.86% 12.97%

Return After Taxes on Distributions 26.27% 7.94% 11.69%

Return After Taxes on Distributions and Sale of Fund Shares 18.31% 7.49% 10.62%

S&P 500 Total Return Index (reflects no deduction for fees, expenses or taxes) 31.49% 11.70% 13.56%

17.40%

0.74%

21.91%

35.64%

15.38% 16.52%

28.39%

-3.07% -4.34%

8.12%

-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

2010 2011 2012 2019201820172016201520142013


Perc

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JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 646 U, ~note-color 2, Black GRAPHICS: 15399-1_Growth_C.eps V1.5

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Purchase and Sale of Fund SharesThe minimum initial and subsequent investmentamounts offered by the Fund are:

Minimum SubsequentType of Account Investment Investment

Regular $2,500 $100IRA $1,000 $100

You may purchase, exchange or redeem Fundshares directly through the Fund’s transfer agentby writing or calling:

Mairs & Power Fundsc/o U.S. Bancorp Fund Services, LLC

P.O. Box 701Milwaukee, WI 53201-0701

Telephone: 800-304-7404

Qualifying shareholders may also purchase,exchange or redeem Fund shares online atwww.mairsandpower.com.

Fund transactions may be made on any day theNew York Stock Exchange is open for business.Investors who wish to purchase or redeem Fundshares through a bank, broker-dealer, financialadviser or recordkeeper (Financial Intermediary)should contact the Financial Intermediary directlyfor information relating to the purchase or sale ofFund shares.

Tax InformationThe Fund’s distributions are taxable and will betaxed as ordinary income or long-term capitalgains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or anIRA. You may be taxed later upon withdrawal ofmonies from such tax-deferred arrangements.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Fund through a FinancialIntermediary, the Fund and/or the Adviser maypay a fee to the intermediary for sub-transferagent and other administrative services. TheAdviser may also pay the intermediary for the saleof Fund shares and other services, althoughpayment for the sale of Fund shares is not acurrent practice for the Adviser. These paymentsmay create a conflict of interest by influencing theFinancial Intermediary and your salesperson torecommend the Fund over another investment.You may be required to pay commissions and/orother forms of compensation to a broker fortransactions in the Fund, which are not reflectedin the fee table or expense example. Ask yoursalesperson or visit your Financial Intermediary’swebsite for more information.

ManagementThe Fund employs Mairs & Power, Inc. to manage the Fund’s investment portfolio. The Fund’s portfoliomanagers are as follows:

Name/Primary Title Primary Title with Fund with the Adviser Tenure with the Fund Tenure with the Adviser*

* Tenure with the Adviser is the year in which each individual started employment with the Adviser and may not align with

primary title with the Adviser.

Since 2006Lead Portfolio Manager since April 1, 2019;Co-Manager from 2015 to April 1, 2019

Chief Investment OfficerAndrew R. Adams, Lead Portfolio Manager

Since 2010Co-Manager since April 1, 2019Investment ManagerPeter J. Johnson, Co-Manager

Since 2004Co-Manager since April 1, 2019 and from2006 to July 1, 2013; Lead Manager fromJuly 1, 2013 to April 1, 2019

Chief Investment OfficerMark L. Henneman, Co-Manager



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MAIRS & POWER BALANCEDFUNDInvestment ObjectiveMairs & Power Balanced Fund’s (the Fund)fundamental objective is to provide capitalgrowth, current income and preservation ofcapital.


Shareholder Fees(fees paid directly from your investment) . . .None





$73 $227 $395 $883

Portfolio TurnoverThe Fund pays transaction costs, such ascommissions, when it buys and sells securities (orturns over its portfolio). A higher portfolio turnoverrate may indicate higher transaction costs andmay result in higher taxes when Fund shares areheld in a taxable account. These costs, which arenot reflected in annual fund operating expensesor in the example, affect the Fund’s performance.

During the most recent fiscal year, the Fund’sportfolio turnover rate was 13.60% of the averagevalue of its portfolio.

Principal Investment StrategiesThe Fund invests primarily in U.S. common stockand other securities convertible into commonstock as well as fixed income securities such ascorporate bonds and U.S. Government securities.The Fund may also invest in securities of foreignissuers which are listed on a U.S. stock exchangeor are represented by American DepositaryReceipts (ADRs). In selecting equity securities forthe Fund, the Fund’s investment adviser, Mairs &Power, Inc. (the Adviser), gives preference tocompanies that exhibit the potential for above-average growth and durable competitiveadvantages at reasonable valuations. In theAdviser’s experience, these securities typicallyhave strong returns on invested capital. TheAdviser focuses generally on companies located inMinnesota and other states in the Upper Midwestregion of the U.S. (which the Adviser considers tobe the states of Illinois, Iowa, Minnesota, NorthDakota, South Dakota and Wisconsin). The Adviserfollows a multi-cap approach and the Fund investsin stocks of small-cap, mid-cap, and large-capcompanies. The Adviser gives preference to higherrated investment-grade fixed income securities(rated Baa or better by Moody’s Investors Serviceor rated BBB or better by Standard & Poor’s).Lower rated convertible and non-convertible debtsecurities may be purchased if, in the opinion ofthe Adviser, the potential rewards outweigh theincremental risks. Lower rated debt securities mayinclude debt securities rated below investment-grade (also known as “high yield” or “junk bonds”).The Adviser seeks to keep the Fund’s assetsreasonably fully invested, to maintain modestportfolio turnover rates and to moderate risk byinvesting in a diversified portfolio of equity andfixed income securities.


Principal Risks of Investing in the FundAll investments have risks. The Fund is designedfor long-term investors. You should be prepared toaccept fluctuations in portfolio value as the Fundseeks to achieve its investment objective. The



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Fund cannot provide assurance that it will achieveits objective. Loss of money is a risk of investing inthe Fund. The Fund’s principal risks are presentedin alphabetical order to facilitate finding particularrisks and comparing them with the risks of otherfunds. Each risk summarized below is considereda “principal risk” of investing in the Fund,regardless of the order in which it appears. Themain risks of investing in the Fund are:

Common Stock RiskCommon stocks held by the Fund will fluctuate invalue based on the earnings of the company andon general industry and market conditions. TheFund could lose money if a company in which itinvests becomes financially distressed.

Convertible Debt Securities RiskConvertible securities are fixed income securitiesthat the Fund has the option to exchange forequity securities at a specified conversion price.Consequently, the value of the convertible securitymay be exposed to the market risk of theunderlying stock, interest rate risk and the creditrisk of the issuer.

Debt Securities Rated Less than Investment-Grade RiskThese securities have a higher degree of credit riskthan investment-grade securities. Companies thatissue these lower rated securities (also known as“high yield” or “junk bonds”) are often highlyleveraged and traditional methods of financingmay not be available to them. Also, market valuesof lower rated securities may be more sensitive todevelopments which affect the individual issuerand to general economic conditions.

Fixed Income RiskRisks related to fixed income investments includecredit risk, interest rate risk, and call risk, amongothers. Credit risk is the risk that the issuer of adebt security will fail to make interest andprincipal payments when due. Interest rate risk isthe risk that the value of a fixed-rate debt securitywill decline due to an increase in market interestrates. A fund with a longer average portfolioduration will be more sensitive to changes ininterest rates than a fund with a shorter averageportfolio duration. Call risk is the risk that anissuer, especially during a period of falling interest

rates, may call (redeem) a security by repaying itearly, which may reduce the Fund’s income if theproceeds are reinvested at lower interest rates.


Government Obligations RiskNo assurance can be given that the U.S.Government will provide financial support to U.S.government-sponsored agencies orinstrumentalities where it is not obligated to do soby law, such as the Federal National MortgageAssociation (Fannie Mae) and the Federal HomeLoan Mortgage Corporation (Freddie Mac).Securities issued by Fannie Mae and Freddie Machave historically been supported only by thediscretionary authority of the U.S. Government.While the U.S. Government provides financialsupport to various U.S. government-sponsoredagencies and instrumentalities, such as FannieMae and Freddie Mac, no assurance can be giventhat it will always do so.


LIBOR Transition RiskA Fund may invest in securities that use LIBOR asa benchmark or reference rate for interest ratecalculations. Plans are underway to phase out theuse of LIBOR by the end of 2021. There remainsuncertainty regarding the nature of anyreplacement rate and the impact of the transitionfrom LIBOR on the Fund’s transactions and thefinancial markets generally. As such, the potentialeffect of a transition away from LIBOR on theFund cannot yet be determined. The expecteddiscontinuation of LIBOR could have a significantimpact on the financial markets and may presentrisks for certain market participants.



7

Minnesota/Upper Midwest Geographic RiskThe Adviser focuses generally on securities ofcompanies that are located in the Upper Midwestregion of the U.S. The Fund typically emphasizescompanies located in Minnesota, in particular. TheFund may be impacted by events or conditionsaffecting the region to a greater extent than if theFund invested in more geographically diverseinvestments. For example, political and economicconditions and changes in regulatory, tax oreconomic policy in a state or region could affectthe economy or particular business operations ofcompanies located in the state or region.

Recent Market Events RiskU.S. and international markets have experiencedsignificant periods of volatility in recent years. TheFund’s investments are subject to market risk,which may cause the value of the Fund to decline.Equity securities are generally subject to greaterrisk than fixed income securities in adversemarket conditions. Markets may, in response toeconomic, political and global macro factorsincluding the impact of the coronavirus as aglobal pandemic and related public health issues,growth concerns in the U.S. and overseas,uncertainties regarding interest rates, tradetensions and the threat of tariffs imposed by theU.S. and other countries, experience periods ofhigh volatility and reduced liquidity. During thoseperiods, the Fund may experience high levels ofshareholder redemptions and may have to sellsecurities at times when the Fund wouldotherwise not do so, potentially at unfavorableprices. Certain securities may be difficult to valueduring such periods.


Small-Cap and Mid-Cap Securities RiskSmall-cap and mid-cap companies may have ashorter history of operations and be lessdiversified with respect to their product line.Stocks of these companies tend to be morevolatile and less liquid than large company stocks.

Performance

Risk/Return Bar Chart and TableThe following bar chart and table illustrate therisks of investing in the Fund. The bar chart showschanges in the Fund’s performance from year toyear over a 10-year period. Both the chart and thetable assume that all distributions have beenreinvested. The Fund is the successor to Mairs andPower Balanced Fund, Inc. (the PredecessorFund), which was reorganized into the Fundeffective December 31, 2011. The performanceinformation for periods before December 31, 2011reflects the historical performance of thePredecessor Fund. Visit the Fund’s website atwww.mairsandpower.com, or call 800-304-7404for current performance figures. Pastperformance of the Fund, before and after taxes, isnot necessarily an indication of how the Fund willperform in the future.




Lowest Quarter 3rd Quarter, 2011 –10.15%

14.87%

3.23%

17.34%19.02%

11.42% 11.90%

-2.54% -2.80%

20.32%

8.04%

-10.0%

0.0%

10.0%

20.0%

30.0%

2010 2011 20192018201720162015201420132012


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JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 646 U, ~note-color 2, Black GRAPHICS: 15399-1_Balanced_C.eps V1.5


Minimum Subsequent Type of Account Investment Investment

Regular $2,500 $100IRA $1,000 $100



P.O. Box 701Milwaukee, WI 53201-0701

Telephone: 800-304-7404

8

Average Annual Total ReturnsThe following table shows how the Fund’s averageannual returns before and after taxes for one, fiveand ten years compare to those of the CompositeIndex, the S&P 500 Total Return Index and theBloomberg Barclays U.S. Government/Credit BondIndex. The Composite Index reflects anunmanaged portfolio comprised of 60% of theS&P 500 Total Return Index and 40% of theBloomberg Barclays U.S. Government/Credit BondIndex.

The unaudited after-tax returns shown in the tableare calculated using the historical highestindividual federal marginal income tax rates anddo not reflect the impact of state and local taxes.Actual after-tax returns depend on an investor’stax situation and may differ from those shown.After-tax returns shown are not relevant toinvestors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans orindividual retirement accounts (IRAs).


1 year 5 years 10 years




Composite Index (reflects no deduction for fees, expenses or taxes) 22.64% 8.45% 9.87%

S&P 500 Total Return Index (reflects no deduction for fees, expenses or taxes) 31.49% 11.70% 13.56%

Bloomberg Barclays U.S. Government/Credit Bond Index(reflects no deduction for fees, expenses or taxes) 9.71% 3.23% 3.96%





Lead Portfolio Manager of the Fund sinceApril 1, 2018; Co-Manager of the Fund from2015 to April 1, 2018

Since 2013

Robert W. Thompson,Co-Manager

Director of Fixed Income Co-Manager since April 1, 2018 Since 2016

Investment ManagerKevin V. Earley, Lead Portfolio Manager



9







10

MAIRS & POWER SMALL CAPFUNDInvestment ObjectiveMairs & Power Small Cap Fund’s (the Fund)fundamental objective is to seek above-average,long-term appreciation.


Shareholder Fees (fees paid directly from yourinvestment)Redemption Fee (as a percentage of amount redeemed on shares held for 180 days or less) . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.00%





$107 $334 $579 $1,283

Portfolio TurnoverThe Fund pays transaction costs, such ascommissions, when it buys and sells securities (orturns over its portfolio). A higher portfolio turnoverrate may indicate higher transaction costs andmay result in higher taxes when Fund shares areheld in a taxable account. These costs, which are

not reflected in annual fund operating expensesor in the example, affect the Fund’s performance.During the most recent fiscal year, the Fund’sportfolio turnover rate was 15.07% of the averagevalue of its portfolio.

Principal Investment StrategiesThe Fund normally will invest at least 80% of itsnet assets (including borrowings for investmentpurposes) in U.S. common stocks issued by small-cap companies. For this purpose, small-capcompanies are defined as companies whosemarket capitalization at the time of purchase iswithin the market capitalization rangerepresented by companies in the S&P SmallCap 600Total Return Index. The S&P SmallCap 600 TotalReturn Index is a widely used benchmark forsmall-cap performance and is rebalancedcontinuously. As of December 31, 2019, the marketcapitalization range for the S&P SmallCap 600Total Return Index was approximately $98 millionto $6.8 billion, but is expected to changefrequently. The Fund also may invest in commonstocks issued by companies with marketcapitalizations above the market capitalizationrange of the S&P SmallCap 600 Total Return Indexonly if, after the purchase is made, the Fund has atleast 80% of its net assets invested in small-capsecurities.

In selecting securities for the Fund, the Fund’sinvestment adviser, Mairs & Power, Inc. (theAdviser), gives preference to companies withattractive business niches, strong competitivepositions, and the potential to grow revenues,earnings and cash flows consistently over thelong-term. Capable management with a trackrecord of prudent capital deployment is also animportant consideration. The Adviser focusesgenerally on companies located in Minnesota andother states in the Upper Midwest region of theU.S. (which the Adviser considers to be the statesof Illinois, Iowa, Minnesota, North Dakota, SouthDakota and Wisconsin). The Fund may also investin securities of foreign issuers which are listed on aU.S. stock exchange or are represented byAmerican Depositary Receipts (ADRs). From timeto time, the Fund may invest in initial publicofferings (IPOs). The Adviser seeks to keep theFund’s assets reasonably fully invested, tomaintain modest portfolio turnover rates, and tomoderate risk by investing in a diversified portfolioof equity securities.



11


Principal Risks of Investing in the FundAll investments have risks. The Fund is designedfor long-term investors. You should be prepared toaccept fluctuations in portfolio value as the Fundseeks to achieve its investment objective. TheFund cannot provide assurance that it will achieveits objective. Loss of money is a risk of investing inthe Fund. The Fund’s principal risks are presentedin alphabetical order to facilitate finding particularrisks and comparing them with the risks of otherfunds. Each risk summarized below is considereda “principal risk” of investing in the Fund,regardless of the order in which it appears. Themain risks of investing in the Fund are:

Common Stock RiskCommon stocks held by the Fund will fluctuate invalue based on the earnings of the company andon general industry and market conditions. TheFund could lose money if a company in which itinvests becomes financially distressed.


Industrials Sector RiskTo the extent that the Fund invests a significantportion of its assets in the industrials sector, theFund will be sensitive to changes in, and itsperformance will depend to a greater extent on,the overall condition of the industrials sector. Theindustrials sector may be significantly affected bygeneral economic trends, including such factorsas import controls, commodity prices, andworldwide competition.

Initial Public Offering (IPO) RiskThe Fund may invest in initial public offerings bysmall-cap companies, which can involve greaterrisks than investments in companies which arealready publicly traded. The companies whichundergo IPOs generally have limited operatinghistories, and their prospects for futureprofitability are uncertain. In addition, stock prices

of IPOs can be highly unstable due to the absenceof a prior public market and other factors.

Minnesota/Upper Midwest Geographic RiskThe Adviser focuses generally on securities ofcompanies that are located in the Upper Midwestregion of the U.S. The Fund typically emphasizescompanies located in Minnesota in particular. TheFund may be impacted by events or conditionsaffecting the region to a greater extent than if theFund invested in more geographically diverseinvestments. For example, political and economicconditions and changes in regulatory, tax oreconomic policy in a state or region could affectthe economy or particular business operations ofcompanies located in the state or region.

Recent Market Events RiskU.S. and international markets have experiencedsignificant period of volatility in recent years. TheFund’s investments are subject to market risk,which may cause the value of the Fund to decline.Equity securities are generally subject to greaterrisk than fixed income securities in adversemarket conditions. Markets may, in response toeconomic, political and global macro factorsincluding the impact of the coronavirus as aglobal pandemic and related public health issues,growth concerns in the U.S. and overseas,uncertainties regarding interest rates, tradetensions and the threat of tariffs imposed by theU.S. and other countries, experience periods ofhigh volatility and reduced liquidity. During thoseperiods, the Fund may experience high levels ofshareholder redemptions and may have to sellsecurities at times when the Fund wouldotherwise not do so, potentially at unfavorableprices. Certain securities may be difficult to valueduring such periods.

Sector Emphasis RiskTo the extent the Fund emphasizes investments ina particular sector, the Fund will be subject to agreater degree of risks particular to that sectorbecause companies in the sector may sharecommon characteristics and may react similarly tomarket developments. Market conditions, interestrates, and economic, regulatory, or financialdevelopments could significantly affect all thesecurities in a single sector.



12


Small-Cap Securities RiskGenerally, companies with smaller marketcapitalizations have fewer shares traded daily, lessliquidity, and greater price volatility thancompanies with larger market capitalizations. Inaddition, small-cap companies tend to haveshorter track records, a more limited product orservice base, more limited access to capital, and agreater possibility of failing. These factors increasethe risk of investing in small-cap companies, ascompared to mid-cap and large-cap companies.

Performance

Risk/Return Bar Chart and TableThe following bar chart and table illustrate therisks of investing in the Fund. The bar chart showschanges in the Fund’s performance from year toyear over an eight-year period. Both the chart andthe table assume that all distributions have beenreinvested. Visit the Fund’s website atwww.mairsandpower.com, or call 800-304-7404for current performance figures. Pastperformance of the Fund, before and after taxes, isnot necessarily an indication of how the Fund willperform in the future.

Calendar Year Return as of December 31



Lowest Quarter 4th Quarter, 2018 –17.03%

Average Annual Total ReturnsThe following table shows how the Fund’s averageannual returns before and after taxes for one year,five years and since inception compare to those ofthe S&P SmallCap 600 Total Return Index. Theunaudited after-tax returns shown in the table arecalculated using the historical highest individualfederal marginal income tax rates and do notreflect the impact of state and local taxes. Actualafter-tax returns depend on an investor’s taxsituation and may differ from those shown. After-tax returns shown are not relevant to investorswho hold their Fund shares through tax-deferredarrangements, such as 401(k) plans or individualretirement accounts (IRAs).


Since Inception (August 11, 1 year 5 years 2011)




S&P SmallCap 600 Total Return Index (reflects no deduction for fees, expenses or taxes) 22.78% 9.56% 14.07%

30.60%

38.75%

-4.68%

7.64%

-6.91%

21.13%

27.27%

6.73%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

50.0%

40.0%

2012 2019201820172016201520142013

Calendar Year Return as of December 31

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JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 646 U, ~note-color 2, Black GRAPHICS: 15399-1_Sm_Cap_C.eps V1.5

13





Allen D. Steinkopf, Lead Portfolio Manager

Investment Manager Lead Portfolio Manager since April 1, 2019;Co-Manager from January 1, 2015 toApril 1, 2019

Since 2013

Andrew R. Adams,Co-Manager

Chief Investment Officer Co-Manager since April 1, 2019; LeadPortfolio Manager from 2011 to April 1, 2019

Since 2006


Minimum Subsequent Type of Account Investment Investment

Regular $2,500 $100IRA $1,000 $100



P.O Box 701Milwaukee, WI 53201-0701

Telephone: 800-304-7404







14

MAIRS & POWER GROWTH FUND(GROWTH FUND)Investment ObjectiveThe fundamental objective of the Growth Fund isto provide shareholders with a diversified portfolioof common stocks, which have the potential forabove-average, long-term appreciation. Thisobjective may not be changed withoutshareholder approval.

Implementation of Investment ObjectiveThe Growth Fund’s strategy is to purchase qualitygrowth-oriented stocks at reasonable valuationlevels. The Adviser intends to hold these stocks forrelatively long periods of time, generally at leastone year, to allow the power of compounding tobuild returns for the Fund’s shareholders.However, sales are made from time to time inresponse to such factors as changingfundamentals and excessive valuation.

The Growth Fund invests primarily in U.S.common stocks. The Fund may also invest inADRs and other foreign securities. In selectingsecurities for the Fund, the Adviser givespreference to companies that exhibit above-average growth and durable competitiveadvantages at reasonable valuations. In theAdviser’s experience, these securities typicallyhave strong returns on invested capital. TheAdviser measures above-average return oninvested capital against the weighted average ofthe components of the S&P 500 Total ReturnIndex.

A multi-cap approach is followed, and the Fundinvests in stocks of small-cap, mid-cap, and large-cap companies. The Adviser believes that smallercapitalization companies provide somewhathigher returns over longer time frames. TheAdviser focuses generally on companies located inMinnesota and other states in the Upper Midwestregion of the U.S. (which the Adviser considers tobe the states of Illinois, Iowa, Minnesota, NorthDakota, South Dakota and Wisconsin). The Fundmay have significant investments in theindustrials and healthcare sectors. The Fund seeksto moderate risk by investing in a portfolio ofequity securities that is diversified in terms ofmarket capitalization, industry of the issuer andnumber of holdings.

The Growth Fund may invest up to 25% of its totalassets in securities of foreign equity issuers, whichare either listed on a U.S. stock exchange orrepresented by ADRs.

Assets in the Growth Fund are expected to bereasonably fully invested. Cash or cash equivalentinvestments (such as money market funds andother short-term investments) may be held fromtime to time to provide liquidity, to meetredemptions and to act as a reserve for futurepurchases.

Portfolio turnover is expected to be low whencompared to other equity mutual funds. TheFund’s portfolio turnover rates for the years endedDecember 31, 2019, 2018, and 2017 were 10.77,9.25%, and 8.84%, respectively. An increase inportfolio changes may occur during periods ofchanging economic, market and politicalconditions, or as a result of purchases andredemptions. As a result, there could be a higherturnover rate, which could result in the realizationof higher capital gains and losses.

Investment ProcessThe Adviser utilizes a bottom up, multi-capapproach in selecting equity securities for theFund, focusing generally on stocks of companiesheadquartered in Minnesota and other states inthe Upper Midwest. The Adviser evaluatescompany fundamentals when selecting individualstocks for the Fund rather than taking “marketbets.” The Adviser’s Investment Committeemonitors specific companies and industry trendsand meets regularly to assess their findings. TheInvestment Committee seeks to identify strongcompanies with consistent, above-averagegrowth. A “Durable Competitive Advantage” (DCA)analysis is performed on each company identifiedto assist the Investment Committee in evaluatingthat consistent, above-average growth issustainable over the long-term. A DCA analysis,based on Porter’s Five Forces, evaluates thecompetitive rivalry between existing companies,bargaining power of buyers and suppliers, threatof substitute products and threat of new marketentrants. The Investment Committee alsoevaluates the management and valuations ofcompanies held by the Fund. Depending on acompany’s valuation, positions may be added to,trimmed or eliminated.

FUND DETAILS

Toppan Merrill - Mairs _ Power Statutory Prospectus [Funds] 04-30-2020 ED | pericks | 28-Apr-20 00:03 | 20-15399-1.ca | Sequence: 1CHKSUM Content: 42223 Layout: 39743 Graphics: 0 CLEAN


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MAIRS & POWER BALANCEDFUND (BALANCED FUND)Investment ObjectiveThe fundamental objective of the Balanced Fundis to provide capital growth, current income andpreservation of capital. This objective may not bechanged without shareholder approval.

Implementation of Investment ObjectiveThe Balanced Fund’s equity strategy is to invest incompanies that exhibit the potential for above-average growth and durable competitiveadvantages at reasonable valuations. In theAdviser’s experience, these securities typicallyhave strong returns on invested capital. TheAdviser measures above-average return oninvested capital against the weighted average ofthe components of the S&P 500 Total ReturnIndex. The Adviser focuses generally oncompanies located in Minnesota and other statesof the Upper Midwest region of the U.S. (which theAdviser considers to be the states of Illinois, Iowa,Minnesota, North Dakota, South Dakota andWisconsin). A multi-cap approach is followed andthe Fund invests in stocks of small-cap, mid-cap,and large-cap companies. The Adviser intends tohold these stocks for relatively long periods oftime, generally at least one year, to allow thepower of compounding to build returns for theFund’s shareholders. However, sales are madefrom time to time in response to such factors aschanging fundamentals and excessive valuation.

The Balanced Fund also invests in fixed incomeinvestments, primarily including investment-grade U.S. Government obligations and corporatebonds. Although the Balanced Fund will investprimarily in higher rated investment-grade debtsecurities (rated Baa or better by Moody’s InvestorService or rated BBB or better by Standard &Poor’s), lower rated convertible and non-convertible debt securities may be purchased if, inthe opinion of the Adviser, the potential rewardsoutweigh the incremental risks. Fixed incomesecurities are generally held to maturity. Less thaninvestment-grade debt securities sometimes arereferred to as “high-yield” or “junk bonds.” Fixedincome securities are selected based upon theircredit quality and ability to provide regular,current income. Occasionally sales are made inresponse to factors such as changing

fundamentals, investment strategy shifts andexcessive valuation.

The Balanced Fund may invest up to 25% of itstotal assets in securities of foreign issuers, whichare either listed on a U.S. stock exchange orrepresented by ADRs. The Fund seeks tomoderate risk by investing in a portfolio of equityand fixed income securities that is diversified interms of market capitalization, industry of theissuer and number of holdings.

Assets in the Balanced Fund are expected to bereasonably fully invested. Cash or cash equivalentinvestments (such as money market funds andother short-term investments) may be held fromtime to time to provide liquidity, to meetredemptions and act as a reserve for futurepurchases.

Portfolio turnover is expected to be low whencompared to other balanced mutual funds. TheFund’s portfolio turnover rates for the years endedDecember 31, 2019, 2018, and 2017 were 13.60%,9.01%, and 13.13%, respectively. An increase inportfolio changes may occur during periods ofchanging economic, market and politicalconditions, or as a result of purchases andredemptions. As a result, there could be a higherturnover rate, which could result in the realizationof higher capital gains and losses.

Investment ProcessThe Adviser utilizes a bottom up, multi-capapproach in selecting equity securities for theFund, focusing generally on stocks of companiesheadquartered in Minnesota and other states inthe Upper Midwest. The Adviser evaluatescompany fundamentals when selecting individualstocks for the Fund rather than taking “marketbets.” The Adviser’s Investment Committeemonitors specific companies and industry trendsand meets regularly to assess their findings. TheInvestment Committee seeks to identify strongcompanies with consistent, above-averagegrowth. A “Durable Competitive Advantage” (DCA)analysis is performed on each company identifiedto assist the Investment Committee in evaluatingthat consistent, above-average growth issustainable over the long-term. A DCA analysis,based on Porter’s Five Forces, evaluates thecompetitive rivalry between existing companies,bargaining power of buyers and suppliers, threat



16

of substitute products and threat of new marketentrants. The Investment Committee alsoevaluates the management and valuations ofcompanies held by the Fund. Depending on acompany’s valuation, positions may be added to,trimmed or eliminated.

The Adviser conducts fundamental analysis on theissuer prior to purchasing debt securities. TheAdviser focuses on companies with strongbalance sheets or substantial tangible assets. TheAdviser looks for stable credit trends and monitorscredit quality over the life of the security. TheAdviser generally builds a laddered portfolio andwill swap debt securities if they become rich inprice or are declining dramatically in credit quality.While the Adviser does not market time, it willpurchase new bonds with longer or shortermaturities based on the interest rate outlook.

MAIRS & POWER SMALL CAPFUND (SMALL CAP FUND)Investment ObjectiveThe fundamental objective of the Small Cap Fundis to seek above-average, long-term appreciation.This objective may not be changed withoutshareholder approval.

Implementation of Investment ObjectiveThe Small Cap Fund normally will invest at least80% of its net assets (including borrowings forinvestment purposes) in common stocks issuedby small-cap companies. For this purpose, small-cap companies are defined as companies whosemarket capitalization at the time of purchase iswithin the market capitalization rangerepresented by the companies in the S&PSmallCap 600 Total Return Index. The S&PSmallCap 600 Total Return Index is a widely usedbenchmark for small-cap performance and isrebalanced continuously as additions anddeletions of companies are made in response tocorporate actions and market developments. As ofDecember 31, 2019, the market capitalizationrange for the S&P SmallCap 600 Total ReturnIndex was approximately $98 million to $6.8 billion,but is expected to change frequently. The Adviserfocuses generally on companies located inMinnesota and other states in the Upper Midwestregion of the U.S. (which the Adviser considers tobe the states of Illinois, Iowa, Minnesota, NorthDakota, South Dakota and Wisconsin). The Small

Cap Fund will not change its policy of normallyinvesting at least 80% of its net assets in small-capstocks unless it provides shareholders with at least60 days prior notice of the change.

In selecting securities for the Fund, the Advisergives preference to companies with attractivebusiness niches, strong competitive positions andthe potential to grow revenues, earnings and cashflows consistently over the long-term. Capablemanagement with a track record of prudentcapital deployment is also an importantconsideration. The Fund may have significantinvestments in the industrials sector. The Adviserseeks to moderate risk by investing in a portfolioof equity securities that is diversified in terms ofindustry of the issuer as well as number ofholdings.

The Small Cap Fund may invest up to 25% of itstotal assets in securities of foreign equity issuers,which are either listed on a U.S. stock exchange orrepresented by ADRs. From time to time, the Fundmay invest in IPOs.

Assets in the Small Cap Fund are expected to bereasonably fully invested. Cash or cash equivalentinvestments (such as money market funds andother short-term investments) may be held fromtime to time to provide liquidity, to meetredemptions and to act as a reserve for futurepurchases.

Portfolio turnover is expected to be low whencompared to other small-cap mutual funds. TheFund’s portfolio turnover rates for the periodsended December 31, 2019, 2018, and 2017 were15.07%, 20.40%, 19.27%, respectively. An increase inportfolio changes may occur during periods ofchanging economic, market and politicalconditions, or as a result of purchases andredemptions. As a result, there could be a higherturnover rate, which could result in the realizationof higher capital gains and losses.

Investment ProcessThe Adviser utilizes a bottom up approach inselecting equity securities for the Fund, focusinggenerally on stocks of companies headquarteredin Minnesota and other states in the UpperMidwest. The Adviser evaluates companyfundamentals when selecting individual stocks forthe Fund rather than taking “market bets.” The



17

Adviser uses fundamental analysis to determinecompetitive position, long-term growth rates, riskcharacteristics, price targets and portfoliopositions. As a result, stock selection generallydrives relative portfolio performance. The Adviser’srisk assessment emphasizes the operatingleverage and financial leverage of the underlyingcompany and is not simply based on historicalprice volatility. The Small Cap InvestmentCommittee meets regularly to monitor economic,industry and company issues. Depending on acompany’s valuation, positions may be added to,trimmed or eliminated.

TEMPORARY DEFENSIVEPOLICIES – ALL FUNDSIn order to respond to adverse market, economic,political or other conditions, each Fund mayassume a temporary defensive position that isinconsistent with its principal investmentstrategies and invest, without limitation, in cash orcash equivalents, such as money market fundsand other short-term investments. A Fund may beunable to achieve its investment objective duringthe employment of a temporary defensivemeasure.

INVESTMENT LIMITATIONS – ALLFUNDSA detailed description of each Fund’s investmentlimitations is contained in the Statement ofAdditional Information (SAI). Some limitations arefundamental policies, which mean they cannot bechanged without the approval of a majority of aFund’s shareholders, as defined in the SAI. Thepercentage limitations set forth under“Implementation of Investment Objective” aremeasured at the time of investment.

DISCLOSURE OF PORTFOLIOHOLDINGS – ALL FUNDSA description of the Funds’ policies andprocedures with respect to the disclosure ofportfolio holdings is available in the SAI and on theFunds’ website. A complete list of each Fund’sholdings is available on or about 15 days after eachquarter-end at www.mairsandpower.com. This listremains available on the website until it is replacedwith the following quarter-end list. The portfolio

holdings list is also filed in the Funds’ annual andsemi-annual reports to shareholders filed with theSEC on Form N-CSR and on Form N-PORTfollowing the end of each quarter. Form N-CSRand the public portion of Form N-PORT may beviewed on the SEC’s website at www.sec.gov.

RISKSAll investments have risks. Each Fund is designedfor long-term investors. You should be prepared toaccept fluctuations in portfolio value as a Fundseeks to achieve its investment objective. A Fundcannot provide assurance that it will achieve itsobjective. Loss of money is a risk of investing in theFunds. The main risks of investing in the Funds are:

Growth Balanced Small Cap Fund Fund Fund

Common Stock Risk X X XConvertible Debt Securities Risk X Debt Securities Rated Less Than Investment-Grade Risk X Fixed Income Risk X Fund Management Risk X X XGovernment Obligations Risk XHealthcare Sector Risk X Industrials Sector Risk X XInitial Public Offering (IPO) Risk XLarge-Cap Risk X X LIBOR Transition Risk XMinnesota/Upper Midwest Geographic Risk X X XRecent Market Events Risk X X XSector Emphasis Risk X XSecurities of Foreign Issuers and ADRs Risk X X XSmall-Cap Securities Risk XSmall-Cap and Mid-Cap Securities Risk X X



18

Common Stock RiskCommon stocks held by the Funds will fluctuatein value based on the earnings of the companyand on general industry and market conditions.Common stocks are subject to greaterfluctuations in market values than other assetclasses. A Fund could lose money if a company inwhich it invests becomes financially distressed.

Convertible Debt Securities RiskConvertible securities are fixed income securitieswhich may be converted at a stated price within aspecified period of time into a certain quantity ofequity securities of the same or a different issuer.The value of the convertible security may beexposed to the market risk of the underlying stockas well as interest rate risk and the credit risk ofthe issuer. Convertible securities are typicallyissued by smaller capitalized companies whosestock price may be volatile. Therefore, the price ofa convertible security may reflect variations in theprice of the underlying common stock in a waythat non-convertible debt does not.

Debt Securities Rated Less than Investment-Grade RiskTo the extent that a Fund invests in convertibleand non-convertible debt securities which arerated less than investment-grade (also known as“high yield” or “junk bonds”), it will undertake ahigher degree of credit risk than is associated withhigher rated debt securities. Companies that issuethese lower rated securities are often highlyleveraged and may not have more traditionalmethods of financing available to them. Inaddition, the market values of lower ratedsecurities may be more sensitive to developmentswhich affect the individual issuer and to generaleconomic conditions than the market values ofhigher rated securities.

Fixed Income RiskRisks related to fixed income investments includecredit risk, interest rate risk, maturity risk, and callrisk, among others. Credit risk is the risk that theissuer of a debt security will fail to make interestand principal payments when due. Interest raterisk is the risk that the value of a fixed-rate debtsecurity will decline due to an increase in marketinterest rates. Maturity risk is the risk that longerterm securities may result in greater pricefluctuations for the Fund as they are more

sensitive to interest rate changes than shorterterm 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 theproceeds are reinvested at lower interest rates.

Fund Management RiskEach Fund’s performance depends on the activemanagement by the Adviser in selecting andmaintaining a portfolio of securities that willachieve the Fund’s investment objective. A Fundcould underperform compared to other mutualfunds having similar investment objectives.

Government Obligations RiskNo assurance can be given that the U.S.Government will provide financial support to U.S.Government-sponsored agencies orinstrumentalities where it is not obligated to do soby law, such as the Federal National MortgageAssociation (Fannie Mae) and the Federal HomeLoan Mortgage Corporation (Freddie Mac).Securities issued by Fannie Mae and Freddie Machave historically been supported only by thediscretionary authority of the U.S. Government.While the U.S. Government provides financialsupport to various U.S. Government-sponsoredagencies and instrumentalities, such as FannieMae and Freddie Mac, no assurance can be giventhat it will always do so.

Healthcare Sector RiskTo the extent the Fund invests a significantportion of its assets in the healthcare sector, theFund will be sensitive to changes in, and itsperformance will depend to a greater extent on,the overall condition of the healthcare sector.Companies in the healthcare sector are subject toextensive government regulation and theirprofitability can be significantly affected byrestrictions on government reimbursement formedical expenses, rising costs of medicalproducts and services, pricing pressure (includingprice discounting), limited product lines and anincreased emphasis on the delivery of healthcarethrough outpatient services. Companies in thehealthcare sector are heavily dependent onobtaining and defending patents, which may betime consuming and costly, and the expiration ofpatents may also adversely affect the profitabilityof these companies. Healthcare companies are



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also subject to extensive litigation based onproduct liability and similar claims. In addition,their products can become obsolete due toindustry innovation, changes in technologies orother market developments. Many new productsin the healthcare sector require significantresearch and development and may be subject toregulatory approvals, all of which may be timeconsuming and costly with no guarantee that anyproduct will come to market.

Industrials Sector RiskTo the extent that a Fund invests a significantportion of its assets in the industrials sector, theFund will be sensitive to changes in, and itsperformance will depend to a greater extent on,the overall condition of the industrials sector.Industries in the industrials sector includecompanies engaged in the production,distribution or service of products or equipmentfor manufacturing, agriculture, forestry, mining,and construction. The industrials sector may besignificantly affected by general economic trends,including such factors as import controls,commodity prices, and worldwide competition.

Initial Public Offering (IPO) RiskBy virtue of its size and institutional nature, theAdviser may have greater access to IPOs thanindividual investors. To the extent that a Fundinvests in IPOs, a Fund may be exposed to ahigher degree of risk not normally associated withofferings of more seasoned companies.Companies involved in IPOs generally have limitedoperating histories, and their prospects for futureprofitability are uncertain. These companies oftenare engaged in new and evolving businesses andare particularly vulnerable to competition and tochanges in technology, markets and economicconditions. They may be dependent on certain keymanagers and third parties, need more personneland other resources to manage growth andrequire significant additional capital. They mayalso be dependent on limited product lines andsubject to uncertain substantial dilution of thevalue of their shares, by sales of additional sharesand by concentration of control in existingmanagement and principal shareholders. Stockprices of IPOs can also be highly unstable, due tothe absence of a prior public market, the smallnumber of shares available for trading and limitedinvestor information.


LIBOR Transition RiskA Fund may invest in securities that use LIBOR asa benchmark or reference rate for interest ratecalculations. Plans are underway to phase out theuse of LIBOR by the end of 2021. There remainsuncertainty regarding the nature of anyreplacement rate and the impact of the transitionfrom LIBOR on the Fund’s transactions and thefinancial markets generally. As such, the potentialeffect of a transition away from LIBOR on theFund cannot yet be determined. The expecteddiscontinuation of LIBOR could have a significantimpact on the financial markets and may presentrisks for certain market participants, including therisk that the transition from LIBOR to alternativeinterest rate benchmarks will not be orderly, willoccur over various time periods or will haveunintended consequences. The transition processmay lead to increased volatility and illiquidity inmarkets for instruments with terms tied to LIBORor fluctuations in values of LIBOR-relatedinvestments or investments in issuers that utilizeLIBOR, adversely affecting the Fund’sperformance. Because the usefulness of LIBOR asa benchmark could deteriorate during thetransition period, these effects could occur prior tothe end of 2021.

Minnesota/Upper Midwest Geographic RiskThe Adviser focuses generally on securities ofcompanies that are located in the Upper Midwestregion of the U.S., which the Adviser considers tobe the states of Illinois, Iowa, Minnesota, NorthDakota, South Dakota and Wisconsin. The Fundstypically emphasize companies located inMinnesota, in particular. As a result, a Fund maybe impacted by events or conditions affecting theregion to a greater extent than if the Fundinvested in more geographically diverseinvestments. For example, political and economicconditions and changes in regulatory, tax oreconomic policy in a state or region could affectthe economy or particular business operations ofcompanies located in the state or region. In



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addition, a natural or other disaster couldadversely affect companies located in the state orregion.

Recent Market Events RiskEach Fund is subject to the general risk of adversemarket conditions. The market prices of equitysecurities are generally subject to greater risk thanprices of fixed income securities, such as bondsand preferred stocks. U.S. and internationalmarkets have experienced significant periods ofvolatility in recent years due to a number ofeconomic, political and global macro factorsincluding the impact of the coronavirus as aglobal pandemic and related public health issues,growth concerns in the U.S. and overseas,uncertainties regarding interest rates, tradetensions and the threat of tariffs imposed by theU.S. and other countries. These developments aswell as other events, such as the upcoming U.S.presidential election, could result in furthermarket volatility and negatively affect financialasset prices, the liquidity of certain securities andthe normal operations of securities exchanges andother markets. As a result, the risk environmentremains elevated. The Adviser will monitordevelopments and seek to manage each Fund ina manner consistent with achieving each Fund’sinvestment objective, but there can be noassurance that it will be successful in doing so.

Sector Emphasis RiskTo the extent a Fund emphasizes, investments in aparticular sector, the Fund will be subject to agreater degree of risks particular to that sectorbecause companies in the sector may sharecommon characteristics and may react similarly tomarket developments. Market conditions, interestrates, and economic, regulatory, or financialdevelopments could significantly affect all thesecurities in a single sector.

Securities of Foreign Issuers and ADRs RiskTo the extent that a Fund invests in securities offoreign issuers which are listed on a U.S. stockexchange or represented by ADRs, it willundertake certain risks which are not associatedwith investments in domestic securities. Theserisks, among others, include political, social oreconomic instability in the country of the issuer,the difficulty of predicting international tradepatterns, the possibility of the imposition ofexchange controls, expropriation, limits on

removal of currency or other assets,nationalization of assets, foreign withholding andincome taxation and foreign trading practices(including higher trading commissions, custodialcharges and delayed settlements). Foreignsecurities also may be subject to greaterfluctuations in price than securities issued by U.S.corporations. The principal markets on whichthese securities trade may have less volume andliquidity and may be more volatile than securitiesmarkets in the U.S. In addition, there may be lesspublicly available information about a foreigncompany than about a U.S. domiciled company.

Small-Cap Securities RiskGenerally, companies with smaller marketcapitalizations have fewer shares traded daily, lessliquidity, and greater price volatility thancompanies with larger market capitalizations. Inaddition, small-cap companies tend to haveshorter track records, a more limited product orservice base, more limited access to capital, and agreater possibility of failing. These factors increasethe risk of investing in small-cap companies, ascompared to mid-cap and large-cap companies.

Small-Cap and Mid-Cap Securities RiskSmall-cap to mid-cap companies often have ashorter history of operations, as compared tolarger sized companies, and may be lessdiversified with respect to their product line.Stocks of these companies tend to be morevolatile and less liquid than stocks of largecompanies.

MANAGEMENT ANDORGANIZATION OF THE FUNDSInvestment AdviserThe Funds employ the Adviser to manage theFunds’ investment portfolios. The investmentmanagement fee paid to the Adviser by theGrowth Fund is computed at an annual rate of0.60% of the Growth Fund’s average daily netassets up to $2.5 billion and 0.50% of average dailynet assets in excess of $2.5 billion. The investmentmanagement fee paid to the Adviser by theBalanced Fund is computed at the annual rate of0.60% of the Balanced Fund’s average daily netassets. The investment management fee paid tothe Adviser by the Small Cap Fund is computed atthe annual rate of 0.90% of the Small Cap Fund’saverage daily net assets.



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For the fiscal year ended December 31, 2019, theGrowth Fund, Balanced Fund and Small Cap Fundpaid the Adviser an aggregate investmentmanagement fee of 0.56%, 0.60%, and 0.90%,respectively, of each Fund’s average daily netassets.

The Adviser has managed mutual funds since 1958and has provided investment counsel servicessince 1931. As of December 31, 2019, the Adviserhad approximately $10.1 billion in assets undermanagement. The Adviser is located at W1520First National Bank Building, 332 MinnesotaStreet, St. Paul, Minnesota, 55101-1363.

A discussion regarding the basis for the approvalby the Board of Trustees (the “Board”) of theinvestment advisory contract for the Growth Fund,Balanced Fund and Small Cap Fund is included inthe most recent semi-annual report toshareholders for the period ended June 30.

Portfolio ManagersAndrew R. Adams joined the Adviser in 2006 andhas served as Executive Vice President since 2016and Chief Investment Officer since 2018. Hepreviously served as Vice President andInvestment Manager since joining the Adviser.Mr. Adams has been primarily responsible for theday-to-day management of the Growth Fund asLead Portfolio Manager since April 1, 2019. Prior tosuch date, he was Co-Manager of the GrowthFund since 2015. Mr. Adams has served as Co-Manager of the Small Cap Fund since April 1, 2019and served as Lead Portfolio Manager of the SmallCap Fund from its inception in 2011 to April 1, 2019.Mr. Adams has been Vice President of the Mairs &Power Funds Trust since 2011. Mr. Adams beganhis career in 1997 as a securities analyst withAdvantus Capital Management (now SecurianAsset Management) where he also served as aninvestment officer prior to his departure in 2003.Before joining the Adviser, Mr. Adams worked as aportfolio manager at U.S. Bancorp AssetManagement (now Nuveen Asset Management)in Minneapolis, where he co-managed a small-capblend mutual fund. Mr. Adams earned a BBA fromthe University of Wisconsin, Madison in financeand mathematics. He then earned an MS degreein finance, also from the University of Wisconsin,Madison, where he participated in the Applied

Security Analysis Program. Mr. Adams is a CFAcharterholder as well as a Chartered InvestmentCounselor.

Peter J. Johnson joined the Adviser in 2010 andhas served as Vice President and InvestmentManager since 2014. He previously served asAssistant Vice President and Analyst prior to 2014.Mr. Johnson has served as Co-Manager of theGrowth Fund since April 1, 2019. Mr. Johnsonbegan his career as an equity analyst with UllandInvestment Advisors in 2003. He also worked as anequity analyst intern for the State of WisconsinInvestment Board in Madison, WI prior to joiningthe Adviser. Mr. Johnson earned a BA fromCarleton College in Northfield, MN and went on tograduate with an MBA from the University ofWisconsin, Madison. Mr. Johnson is a CFAcharterholder.

Mark L. Henneman joined the Adviser in 2004 andhas served as Chairman and Chief ExecutiveOfficer since 2018. He previously served asPresident and Chief Investment Officer from 2014to 2018, Executive Vice President and InvestmentManager from 2012 to 2014 and Vice President andInvestment Manager prior to 2012. Mr. Hennemanhas served as Co-Manager of the Growth Fundsince April 1, 2019 and from 2006 to 2013.Mr. Henneman had served as Lead PortfolioManager of the Growth Fund from 2013 to April 1,2019. Mr. Henneman has been President of theTrust since 2014 and had served as Vice Presidentof the Trust from 2009 to 2014. Mr. Hennemanbegan his investment career as an analyst withThe St. Paul Companies (now TravelersCompanies). He has worked as a portfoliomanager with Advantus Capital Management(now Securian Asset Management) and prior tojoining the Adviser, he was Managing Director andProcess Leader of Mid- and Large-Cap ValueInvestments at U.S. Bancorp Asset Management(now Nuveen Asset Management). Mr. Hennemanearned a BA from Gustavus Adolphus College inSt. Peter, Minnesota and went on to graduate withan MBA from the University of Minnesota, CarlsonSchool of Management. Mr. Henneman is a CFAcharterholder as well as a Chartered InvestmentCounselor.



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Kevin V. Earley joined the Adviser in 2013 and hasserved as Vice President and Investment Managersince joining the Adviser. Mr. Earley has beenprimarily responsible for the day-to-daymanagement of the Balanced Fund as LeadPortfolio Manager since April 1, 2018. Prior to suchdate, he was Co-Manager of the Balanced Fundsince January 1, 2015. Mr. Earley has been VicePresident of the Trust since 2018. Mr. Earley beganhis investment career as an equity researchanalyst with First American Funds Advisors, laterbecoming a portfolio manager as part of thatfirm’s mid- to large-value team. In recent years,Mr. Earley had co-managed two mutual funds atNuveen Asset Management. Mr. Earley earned aBS in Finance from Santa Clara University andthen earned his MBA with a concentration infinance from the University of Minnesota, CarlsonSchool of Management. Mr. Earley is a CFAcharterholder as well as a Chartered InvestmentCounselor.

Robert (Bob) W. Thompson joined the Adviser in2016 and has served as Director of Fixed Incomesince July 1, 2019. He previously served as VicePresident and Fixed Income Portfolio Managerfrom the fall of 2016 to June 2019. He previouslyserved as Assistant Vice President since joiningthe Adviser. Mr. Thompson has served as Co-Manager of the Balanced Fund since April 1, 2018.Prior to joining the Adviser, Mr. Thompson wasVice President, Corporate Bonds at AdvantusCapital Management (now Securian AssetManagement), in St. Paul, MN from 2003 to 2016and before that he worked for LutheranBrotherhood (now Thrivent Financial).Mr. Thompson earned a Bachelor of Accountancyfrom the University of North Dakota and a MBA inFinance from the University of Minnesota, CarlsonSchool of Management. Mr. Thompson is a CFAcharterholder and a Certified Public Accountant(inactive).

Allen D. Steinkopf joined the Adviser in 2013 andhas served as Vice President and InvestmentManager since joining the Adviser. Mr. Steinkopfhas been primarily responsible for the day-to-daymanagement of the Small Cap Fund as LeadPortfolio Manager since April 1, 2019. Prior to suchdate, he was Co-Manager from January 1, 2015 toApril 1, 2019. Mr. Steinkopf has been Vice President

of the Trust since April 1, 2019. Mr. Steinkopf beganhis career as a research analyst with MIMLIC AssetManagement and later with an independentsubsidiary of MIMLIC. He started at AdvantusCapital Management (now Securian AssetManagement) as assistant portfolio manager andsenior analyst and eventually became co-managerof the Advantus Large Cap Growth Portfolio andthe Advantus Balanced Fund. In 2003, he joinedUS Bank/First American Funds Advisors, whichlater became Nuveen Investments. With Nuveen,Mr. Steinkopf was the Senior Manager of SmallCap Equity, and he directly managed a small-capcore mutual fund. Mr. Steinkopf earned BA(Mathematics) and BBA (Finance) degrees fromthe University of Wisconsin at Eau Claire and anMBA with a concentration in finance from theUniversity of Minnesota, Carlson School ofManagement. He is a CFA charterholder as well asa Chartered Investment Counselor.

Additional information about each portfoliomanager’s compensation, other accountsmanaged by the portfolio managers and theportfolio managers’ ownership of shares in theFunds that they manage is available in the Funds’SAI.

SHAREHOLDER INFORMATIONPricing of Fund SharesEach Fund’s share price, also called its net assetvalue or NAV, is calculated once daily, after theclose of trading on the New York Stock Exchange(NYSE), generally 3:00 p.m. Central Time, on eachday the NYSE is open for trading. As a result,shares of the Funds will not be priced on the dayson which the NYSE is closed, generally weekendsand national holidays. The NYSE may also beclosed on national days of mourning, due tonatural disaster or other extraordinary events oremergencies. The NAV is calculated by adding upthe total assets (investments, receivables andother assets) of a Fund, subtracting all of itsliabilities (accrued expenses and other liabilities)and then dividing by the total number of Fundshares outstanding.

Security ValuationsSecurity valuations for each Fund’s investmentsare furnished by independent pricing services that



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have been approved by the Board. Investments inlisted equity securities are valued at the lastquoted sale price on the securities exchange onwhich such securities are principally traded or atthe NASDAQ Official Closing Price if readilyavailable for such securities on each business day.Other equity securities traded in the over-the-counter market and listed equity securities forwhich no sale was reported on that date arevalued at the last quoted bid price. Debtobligations exceeding 60 days to maturity arevalued at the bid price furnished by anindependent pricing service. Debt obligationswith 60 days or less remaining until maturity maybe valued at the bid price furnished by anindependent pricing service and in certaincircumstances may be valued at their amortizedcost, which approximates fair value. Pricing serviceprices for debt obligations are based on variousevaluative and matrix-based methodologies andmodels that use market inputs such as markettransactions, dealer quotations, benchmark yieldsand issuer, industry and economic events. Thesetechniques generally consider overall marketconditions and such factors as yields or prices ofbonds of comparable quality, type of issue,coupon, maturity and ratings.

Securities for which prices are not available froman independent pricing service, but where anactive market exists, are valued using marketquotations obtained from two or more dealersthat make markets in the securities. When marketquotations are not readily available, or when thelast quoted sale price is not consideredrepresentative of the value of the security if it wereto be sold on that day, the security will be valuedat fair value as determined in good faith by theFair Value Committee appointed by the Board,pursuant to procedures approved by the Board.

When determining the value of a security, the FairValue Committee takes into consideration allindications of value that appear relevant underthe particular circumstances as well asfundamental analytical data relating to thesecurity, the nature and duration of anyrestrictions on the disposition of the security, andthe forces influencing the market in which thesecurity is purchased or sold in addition to othermore specific factors that may be applied on acase-by-case basis. Consequently, the value of thesecurity used by a Fund may differ from a quotedor published price for the same security. Fair valuepricing involves subjective judgments and it ispossible that the fair value determined for thesecurity is materially different than the value thatcould be realized upon the sale of that security.

How to Purchase Fund SharesIf the Funds’ transfer agent, U.S. Bancorp FundServices, LLC, doing business as U.S. Bank GlobalFund Services (the “Transfer Agent”) or a FinancialIntermediary receives your request in good orderbefore the close of trading of the NYSE, generally3:00 p.m. Central Time, your transactions will bepriced at that day’s NAV. If your request is receivedafter that time, it will be priced at the nextbusiness day’s NAV. The Funds are offered on ano-load basis. You will not pay sales charges orRule 12b-1 distribution fees.



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To open and maintain a Direct Account To add to a Direct Account

Minimum Subsequent Investment:

$100

Minimum Investment:

Regular Account – $2,500

IRA – $1,000

Current shareholders can visit the Funds’website and login to “My Fund Account”to make subsequent investmentsdirectly from your pre-established bankaccount or exchange from anotherMairs & Power Fund account with thesame registration.

Go to www.mairsandpower.com andclick on “My Fund Account” located onthe home page. To open an account youwill need to provide your social securitynumber, your bank’s ABA (AmericanBank Association) number, your bankaccount number, your mailing address,your residential address and your emailaddress.

By Internet

www.mairsandpower.com

Current shareholders can mail yourcheck with an Invest-By-Mail formdetached from your statement ordownload “Additional Investment Form”from www.mairsandpower.com.

Complete and sign the New AccountApplication or IRA Application with acheck for investment. To transfer orrollover from another eligible retirementplan, use the IRA Transfer Form.

Call 800-304-7404 or visit the Funds’website at www.mairsandpower.com toobtain the appropriate forms.

By Mail

Regular Mail:Mairs & Power Fundsc/o U.S. Bancorp Fund Services, LLCP.O. Box 701Milwaukee, WI 53201-0701

Express, Certified or Registered MailMairs & Power Fundsc/o U.S. Bancorp Fund Services, LLC3rd Floor, 615 East Michigan StreetMilwaukee, WI 53202-0701

Make your check payable to Mairs & Power Funds. All checks must be made inU.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, cashequivalent instruments, money orders, third party checks, credit card checks, traveler’schecks, starter checks, bank checks, convenience checks, checks drawn against a line ofcredit or any conditional order or payment.

By Telephone

800-304-7404

Shareholder Services:Monday – Friday8:00 a.m. – 7:00 p.m. CT

Current shareholders may callShareholder Services to open anadditional account or by exchangingshares from an existing Mairs & PowerFunds account into a new account withthe same registration.

New shareholders may not open anaccount by telephone at this time.

Subsequent investments may be madeby telephone after your account hasbeen open for 7 business days, unlessthe telephone option is declined on theNew Account Application or IRAApplication.


JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: ~HTML color, ~watermark, ~note-color 2, Black GRAPHICS: none V1.5

25

To open and maintain a Direct Account To add to a Direct Account

Telephone conversations may be recorded and monitored for verification, recordkeeping and qualityassurance purposes.

By Wire

Wire to:U.S. Bank, N.A.ABA 07500 0022

Credit to:U.S. Bancorp Fund Services, LLCAccount 112-952-137

Further credit to:Mairs & Power Funds[Fund Name][Shareholder Account Number][Shareholder Name/Registration]

Prior to making an initial investment bywire, a completed New AccountApplication or IRA Application musthave been received by the Fund. Oncean account number has been assigned,call 800-304-7404 to notify the Fund ofyour incoming wire transaction.

Call Shareholder Services at800-304-7404 during business hours tonotify the Funds of your incoming wiretransaction.

Automatically For new accounts, you may set up this service by providing the requiredinformation in the Automatic Investment Plan (AIP) section on the New AccountApplication or IRA Application.

For current shareholders, you may establish this service by calling 800-304-7404 torequest an Account Options Form or download the Form from the Mairs & PowerFunds’ website at www.mairsandpower.com.

A fee of $25 will be charged against your account by the Transfer Agent any time ascheduled investment is rejected by your bank.

Important Notes When Purchasing Fund Shares:• The Funds may reject any request to purchase

shares of a Fund for any reason. If your paymentdoes not clear, your purchase will be canceledand a fee of $25 will be charged against youraccount by the Transfer Agent. If any loss issustained by the Funds, this loss will also becharged against your account.

• When purchasing shares by internet, paymentmay only be made through an AutomatedClearing House (ACH) debit of your bankaccount of record. Shares purchased online arelimited to a maximum purchase of $100,000 atone time. Purchases above that amount mustbe made by wire or by mail, accompanied witha completed and signed account application.Only bank accounts held at domestic financialinstitutions that are ACH members can be usedfor transactions online. Online transactions aresubject to the same purchase and redemptionminimums and maximums as othertransaction methods.

You should be aware that there may be delays,malfunctions or other inconveniencesassociated with online transactions. There alsomay be times when the website is unavailablefor Fund transactions or other purposes. Shouldthis happen, you should consider performingtransactions by another method.The Funds employ procedures to confirm thatonline transactions are genuine. Theseprocedures include passwords, encryption andother precautions reasonably designed toprotect the integrity, confidentiality andsecurity of shareholder information. In order toconduct transactions online, you will need youraccount number, username and password. TheFunds and their service providers will not beliable for any loss, liability, cost or expense forfollowing instructions communicated online,including fraudulent or unauthorizedinstructions.

• When wiring monies, please contactShareholder Services at 800-304-7404 to advisethem of your intent to wire monies. This will


JOB: 20-15399-1 CYCLE#;BL#: 2; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: ~watermark, ~note-color 2, Black GRAPHICS: none V1.5

26

ensure prompt and accurate credit uponreceipt of your wire. Your bank must includethe name of the Fund you are purchasing, yourMairs & Power Fund account number and youraccount registration so that monies can becorrectly applied. Wired funds must be receivedprior to the close of trading on the NYSE,generally 3:00 p.m. Central Time, to be eligiblefor same day pricing. The Funds and U.S. Bank,N.A. are not responsible for theconsequences of delays resulting from thebanking or Federal Reserve wire system, orfrom incomplete wiring instructions. Wirescannot be sent on days when the FederalReserve is closed (even if the Funds are open forbusiness). This includes Columbus Day andVeterans’ Day. Wire orders to buy or sell sharesthat are placed on such days will be processedon the next day that both the Funds and theFederal Reserve are open.

• The Funds will not accept the following:applications that request a particular day orprice for your transaction or any other specialconditions, applications that omit your SocialSecurity Number, Taxpayer IdentificationNumber and/or the signatures of all accountowners, applications received without payment,applications that would be considereddisadvantageous to shareholders, applicationsfrom individuals who previously tried topurchase shares with a bad check, orapplications that omit any information requiredto verify a shareholder’s identity under the USAPATRIOT Act. Once your purchase order isreceived and accepted by a Fund, you may notrevoke or cancel the order.

• The Funds do not consider the U.S. PostalService or other independent delivery servicesto be their agents. Deposit in the mail or withsuch other services, or receipt at the TransferAgent’s post office box of purchase orders orredemption requests does not constitutereceipt by the Transfer Agent or the Funds.Receipt of purchase orders or redemptionrequests is based on when the order is receivedat the Transfer Agent’s offices.

• The USA PATRIOT Act requires financialinstitutions, including mutual funds, to adoptcertain policies and programs to preventmoney laundering activities, includingprocedures to verify the identity of customers

opening new accounts. When completing aNew Account Application, you will be requiredto supply the Funds with information that willassist the Funds in verifying your identity. Thisincludes your full name, date of birth,permanent street address (that is not a P.O. Boxaddress) and your Social Security Number (orTaxpayer Identification Number). If you areopening an account in the name of a legalentity (e.g. a partnership, limited liabilitycompany, corporation, business trust, etc.), youmay be required to supply the identity of thebeneficial owner or controlling person(s) of yourlegal entity prior to the opening of youraccount. The Funds may also ask for otheridentifying documents or information to verifythe shareholder’s identity. Until suchverification is made, the account will not beopened. In addition, the Funds may limitadditional share purchases or close an accountif it is unable to verify a shareholder’s identity.As required by law, the Funds may employvarious procedures, such as comparing theinformation to fraud databases or requestingadditional information or documentation fromyou, to ensure that the information supplied byyou is correct.

• The Funds are available for purchase in theU.S., Guam, Puerto Rico and the U.S. VirginIslands. The Funds generally do not sellshares to investors residing outside the U.S.,even if they are U.S. citizens or lawfulpermanent residents, except to investorswith U.S. military APO or FPO addresses orwho are clients of the Adviser or its affiliates.The Funds may not be sold to investorsresiding outside the U.S. and its territories,except upon evidence of compliance with thelaws of the applicable foreign jurisdictions.

• The price you pay will be the NAV nextdetermined after the Funds receive yourpurchase request in good order. Refer to thesection entitled “Pricing of Fund Shares” forinformation regarding how a Fund’s share pricefor your purchase or redemption transaction isdetermined. Purchase orders received on a daythe NYSE is open for trading and prior to theclose of trading on that day will be valued as ofthe close of trading on that day. Purchaseorders received after the close of trading on aday the NYSE is open for trading will be valued



27

as of the close of trading on the next day theNYSE is open. Generally, the NYSE is closed onweekends and national holidays. Your purchasewill have no sales charge or distribution feesincluded in the price of the Fund shares.

• For written requests, “good order” means yourrequest includes the Fund name, your accountnumber, the name(s) and address on youraccount, the amount of your transaction (indollars or shares), signatures of all owners of theaccount exactly as they are registered on theaccount, signature guarantee, if required (seethe section entitled “Shareholder Information –Signature Guarantee”), payment (check or wire)and any supporting legal documents forestates, trusts, guardianships, custodianships,corporate/institutional accounts, and pensionand profit sharing plans that may be required.

• The Funds reserve the right to change theamount of the minimums from time to time orto waive them in whole or in part for certainaccounts. Investment minimums may behigher or lower for investors purchasing sharesthrough a Financial Intermediary. To the extentinvestments of individual investors areaggregated into an omnibus accountestablished by a Financial Intermediary, theaccount minimums apply to the omnibusaccount, not to the account of the individualinvestor. For accounts sold through FinancialIntermediaries, it is the responsibility of theFinancial Intermediary to enforce compliancewith investment minimums. The Funds maywaive or lower investment minimums forinvestors who invest in the Funds through anasset-based fee program made availablethrough a Financial Intermediary or invest inthe Funds through a 401(k) or other retirementaccount.

• New accounts will automatically be providedwith telephonic and online purchase, sale andexchange privileges, unless you decline thoseprivileges on your account application.

• The Funds do not issue certificatesrepresenting shares purchased.

Purchases In-KindIn certain circumstances, shares of the Funds maybe purchased “in-kind” (i.e. in exchange forsecurities, rather than cash). The securitiesrendered in connection with an in-kind purchaseare limited to securities traded on public securitiesmarkets or for which quoted bid and asked pricesare available. In addition, the Funds will require,among other things, that the securities be valuedin accordance with the Trust’s valuationprocedures. Securities accepted by a Fund will bevalued, as set forth in this Prospectus, as of thetime of the next determination of NAV after suchacceptance. The shares of the Fund that areissued to the investor in exchange for thesecurities will be determined as of the same time.All dividend, subscription, or other rights that arereflected in the market price of acceptedsecurities at the time of valuation become theproperty of the Fund and must be delivered to theFund by the investor upon receipt from the issuer.The Funds will not accept securities in exchangefor its shares unless such securities are, at the timeof the exchange, permissible investments for aFund as described in this Prospectus and satisfyany such other conditions as may be imposed bythe Adviser or the Funds. A shareholder mayrecognize a gain or loss for federal income taxpurposes on the securities transferred to the Fund.For further information regarding this form ofpayment, contact Shareholder Services (toll-free)at 800-304-7404.



28

How to Redeem or Exchange Fund SharesIf the Funds’ Transfer Agent or a Financial Intermediary receives your request in good order before the time asof which the Funds’ shares are priced, your transactions will be priced at that day’s NAV. If your request isreceived after that time, it will be priced at the next business day’s NAV.

To Redeem or Exchange a Direct Account

Telephone conversations may be recorded and monitored for verification, recordkeeping and qualityassurance purposes.

By Internet

www.mairsandpower.com

Visit the Funds’ website at www.mairsandpower.com to redeem shares. For IRAshareholders, shares may not be redeemed online; however, you can visit theFunds’ website to obtain the IRA/Qualified Plan Distribution Request Form.

By Mail

Regular Mail:Mairs & Power Fundsc/o U.S. Bancorp Fund Services, LLCP.O. Box 701Milwaukee, WI 53201-0701

Express, Certified or Registered MailMairs & Power Fundsc/o U.S. Bancorp Fund Services, LLC3rd Floor, 615 East Michigan StreetMilwaukee, WI 53202-0701

To redeem shares, visit the Funds’ website at www.mairsandpower.com anddownload, complete and mail in the Redemption Form for a taxable account or anIRA/Qualified Plan Distribution Request Form for an IRA account. Each non-systematic IRA redemption must indicate whether or not to withhold federalincome taxes. Your request will generally be subject to 10% withholding if yourwritten request fails to indicate an election not to have tax withheld. These formscan also be obtained by calling Shareholder Services at 800-304-7404.

Current shareholders may exchange shares into a new account with the sameregistration by providing written instructions. To exchange shares into an accountwith a different registration, you must provide the Transfer Agent with writteninstructions that include the Medallion guaranteed signature of all current accountowners. See “Shareholder Information – Signature Guarantee”.

By Telephone

800-304-7404

Shareholder Services:Monday – Friday8:00 a.m. – 7:00 p.m. CT

You may call Shareholder Services during business hours to redeem or exchangeshares. For taxable accounts, you can exchange shares from a Fund to open anaccount in another Fund or to add to an existing account with an identicalregistration. Shareholders wishing to redeem from their IRA account will be askedwhether or not to withhold taxes from any distribution.

Automatically The Funds offer ways to redeem shares automatically. Call Shareholder Services at800-304-7404 or visit the Funds’ website at www.mairsandpower.com and requestor download the Account Options Form or IRA/Qualified Plan Distribution Requestto establish this service.

Redemption Payment MethodsOnce your redemption request is received, theFunds typically expect to pay your redemptionproceeds within one to three business daysregardless of the redemption payment methodyou choose and, in any event, no later than sevencalendar days after receipt of a redemptionrequest.

By Check. If you request your payment to bemade payable or be mailed to an address otherthan the address of record, signature guaranteesare required (see the section entitled “ShareholderInformation – Signature Guarantee”). No interestwill accrue on amounts represented by uncashedredemption checks.

By Wire. Shareholders requesting wire paymentswill incur a $15 wire fee. Redemption proceeds willonly be wired to the bank account on record. Ifyour bank account information is not on file,attach a voided check or deposit slip to yourwritten request with signature guarantee (see thesection entitled “Shareholder Information –Signature Guarantee”).

By ACH. Redemption proceeds may also be sentto your bank via electronic transfer through theACH network, provided that your bank is amember. You can elect this option when openingyour account. If your bank account information isnot previously on file, attach a voided check ordeposit slip to your written request with signatureguarantee (see the section entitled “Shareholder



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Information – Signature Guarantee”). There is nocharge for this service.

You may also redeem shares through anauthorized Financial Intermediary. A fee may becharged to you by the financial intermediary forproviding this service.

Important Notes When Redeeming Fund Shares:• Your shares will be redeemed at the NAV

computed by each Fund after the receipt ofyour redemption request in good order. Theprice you receive for your redemption of shareswill be the NAV computed after the close oftrading on the NYSE on that day, generally3:00 p.m. Central Time. If your request forredemption of shares is received after the closeof trading on that day, your redemption requestwill be valued as of the close of trading on thenext day the NYSE is open.

• Redemptions will be paid by check, wire or ACHtransfer only to the address or bank account ofrecord.

• For written requests, “good order” means yourrequest includes the Fund name, your accountnumber, the name(s) and address on youraccount, the amount of your transaction (indollars or shares), signatures of all owners of theaccount exactly as they are registered on theaccount, signature guarantee, if required (seethe section entitled “Shareholder Information –Signature Guarantee”) and any supporting legaldocuments for estates, trusts, guardianships,custodianships, corporate/institutionalaccounts, and pension and profit sharing plansthat may be required.

• Redemptions of shares in the Small Cap Fundmay be subject to the redemption feedescribed in the section entitled “RedemptionFee (Small Cap Fund)” if the shares have beenheld for 180 days or less.

• Once your redemption order is received andaccepted by a Fund, you may not revoke orcancel the order. The Funds cannot acceptredemptions that request a particular day orprice for your transaction or any other specialconditions. The redemption value may beworth more or less than the price originally paidfor the shares, and you may realize a gain or losson redemption.

• The Funds reserve the right to close any non-IRAs in which the balance falls below a Fund’sminimum initial investment.

• The right of redemption may be suspended orthe date of payment may be postponed by theSecurities and Exchange Commission (SEC) forsuch a period as the SEC may permit, or byother state or federal regulations that may beapplicable.

• If any portion of the shares you are redeemingrepresent an investment made by check orelectronic funds transfer through the ACHnetwork, the Funds may delay the payment ofthe redemption proceeds until the TransferAgent is reasonably satisfied that your paymentfor the purchase has been collected. This maytake up to 12 calendar days from the purchasedate. This delay will not apply if you purchasedyour shares via wire payment. Call ShareholderServices at 800-304-7404 if you have additionalquestions regarding redeeming shares.

• The Funds typically expect to use holdings ofcash or cash equivalents and proceeds fromthe sales of portfolio assets to meet redemptionrequests. These methods may be used regularlyand during distressed market conditions.

Redemptions In-KindEach Fund generally pays redemption proceeds incash. However, the Funds reserve the right to payredemption proceeds to you by a distribution ofsecurities from a Fund’s portfolio that are tradedon a public securities market or are otherwiseconsidered highly liquid pursuant to the Funds’policies (a “redemption in-kind” or “AvailableSecurities”). It is not expected that a Fund woulddo so except to meet redemption requests thatrepresent a large percentage of a Fund’s netassets or when the Adviser determines thatexisting conditions make cash paymentsundesirable, including during periods of stressedmarket conditions. The policy would allow thedistribution of securities if the total redemptionrequest is the lesser of $250,000 or 1% of the netassets of the respective Fund, valued at thebeginning of such period. If a Fund pays yourredemption proceeds by a distribution of liquidsecurities, you could incur brokerage or othercharges in subsequently converting the securitiesto cash and will bear any market risks associatedwith such securities until they are converted intocash. The securities delivered in a redemption in-kind transaction will be selected in the solediscretion of the Fund and will not necessarily berepresentative of the Fund’s entire portfolio. Thein-kind securities will be comprised of a pro-rata



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portion of Available Securities, and they will bevalued in the same manner that the Fund’sportfolio securities are valued for purposes ofcalculating the Fund’s NAV. A redemption in-kindis treated as a taxable transaction and a sale of theredeemed shares, generally resulting in capitalgain or loss to you, subject to certain losslimitation rules.

Important Notes When Exchanging FundShares:You may exchange shares of identically registeredaccounts between the Mairs & Power GrowthFund, Balanced Fund and Small Cap Fund,provided that you meet each Fund’s minimuminitial investment requirement. Before exchangingyour shares, you should first carefully read theappropriate sections of the Prospectus for the newFund and consider the tax consequences if yoursis a taxable account. When you exchange shares,you are redeeming your shares in one Fund andbuying shares of another Fund. Shares redeemedin an exchange transaction will be treated as asale of the Fund’s shares and any gain (or loss) onthe transaction may be reportable as a gain (orloss) on your federal income tax return. Thetaxable nature of an exchange does not apply toIRAs or other tax exempt accounts.

After the exchange, the account from which theexchange is made must have a remaining balanceof at least $2,500 ($1,000 for an IRA) in order toremain open. The Funds reserve the right toterminate or materially modify the exchangeprivilege upon 60 days’ advance notice toshareholders. If you exchange shares in the SmallCap Fund you may be subject to the redemptionfee described in the section entitled “RedemptionFee (Small Cap Fund).”

You may exchange Fund shares by callingShareholder Services at 800-304-7404 prior to theclose of trading on the NYSE, generally 3:00 p.m.Central Time on any day the NYSE is open forregular trading. The Funds’ Transfer Agent willcharge a $5 fee for each telephone exchange. Toexchange shares via mail, you may submit asigned letter of instruction. There is no charge toexchange shares via written request. Accountsheld directly with the Funds may also exchangeshares via the internet by visiting the Funds’website at www.mairsandpower.com.

Important Information Regarding Telephoneand Internet TransactionsBy using the telephone or internet to purchase,exchange or sell shares, you agree to hold theFunds, the Transfer Agent and their respectivetrustees, directors, officers, employees and agentsharmless from any losses, expenses, costs orliability (including attorney fees) which may beincurred in connection with this option, providedreasonable procedures are used to confirm thegenuineness of the instructions. These proceduresinclude requiring some form of personalidentification or personalized security codes,passwords or other information prior to actingupon the telephone or internet instructions andrecording all telephone calls. Your ability to usethe website and telephone for transactions isdependent on the systems and services providedby various third parties. While the Funds and theTransfer Agent have established certain securityprocedures, the Funds and the Transfer Agentcannot guarantee that internet and telephonetransactions will be completely secure. To helpsafeguard your account, keep your passwordconfidential and verify the accuracy of yourconfirmation statements immediately after youreceive them. Contact us immediately if youbelieve someone has obtained unauthorizedaccess to your account or password. If youraccount has more than one owner, the Funds mayrely on the instructions of any one account owner.Once a telephone or internet transaction has beenplaced, it cannot be cancelled or modified afterthe close of regular trading on the NYSE(generally, 4:00 p.m. Eastern Time). Telephonetrades must be received by or prior to marketclose to receive that day’s NAV. As a shareholder,you are eligible to use the telephone purchaseoption if (1) you submitted a voided check orsavings deposit slip with which to establish bankinstructions on your account, (2) your account hasbeen open for 7 business days, and (3) you did notdecline the telephone purchase option on yourapplication when you opened the account. If youare unable to reach the Funds by telephone orinternet you should send your instructions byregular or express mail. Please allow sufficienttime to place your telephone transaction.Telephone conversations may be recorded andmonitored for verification, recordkeeping andquality assurance purposes.



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You can decline telephone and internet buy or sellprivileges on your New Account Application. If youhave telephone/online privileges on your accountand want to discontinue them, please contactShareholder Services at 800-304-7404 forinstructions. You may reinstate these privileges atany time in writing, including online registrationwith respect to Internet privileges.

Fund Transactions Through a FinancialIntermediaryShares of the Funds may be offered throughFinancial Intermediaries who are authorized bythe Funds’ distributor to buy or sell shares of theFunds. When shares are purchased or redeemedthrough a Financial Intermediary, they will betreated as though the Fund had received theorder for purposes of pricing. If you purchase Fundshares through a Financial Intermediary, you maybe subject to different fees or policies than thoseset forth in the Prospectus. An investortransacting in Fund shares through a FinancialIntermediary that is acting as an agent for theinvestor may be required by such FinancialIntermediary to pay a separate commission and/orother forms of compensation to their FinancialIntermediary. Such broker commissions are notreflected in each Fund’s fee table or expenseexamples. Ask your salesperson or visit yourFinancial Intermediary’s website for moreinformation. From time to time, the Funds enterinto arrangements with Financial Intermediariespursuant to which such parties agree to performsub-transfer agent, sub-accounting, record-keeping or other administrative services on behalfof their clients who are shareholders of the Funds.The Funds and/or the Adviser make payments tocertain Financial Intermediaries for suchadministrative services provided to clients whohold shares of a Fund through omnibus ornetworked accounts.

The Adviser may also pay compensation from itsown resources, and not as an additional charge tothe Funds, to compensate a FinancialIntermediary for distribution and marketingservices. For example, the Adviser maycompensate Financial Intermediaries for providingthe Funds with “shelf space” or access to a thirdparty platform or fund offering list or othermarketing programs, including, withoutlimitation, inclusion of the Funds on preferred orrecommended sales lists, mutual fund

“supermarket” platforms, other formal salesprograms and other forms of marketing support.The amount of these payments is determinedfrom time to time by the Adviser and may differamong such Financial Intermediaries based uponone or more of the following factors: gross sales,current assets, the number of accounts of theFunds held by the Financial Intermediaries orother factors agreed to by the parties. The receiptof (or prospect of receiving) such compensationmay provide the Financial Intermediary and itssalespersons with an incentive to favor sales of aFund’s shares over other investment alternatives.You may wish to consider whether sucharrangements exist when evaluatingrecommendations from a Financial Intermediary.

Redemption Fee (Small Cap Fund)Your redemption or exchange of shares of theSmall Cap Fund may be subject to a 1.00%redemption fee on shares of the Small Cap Fundheld for 180 days or less. The redemption fee isdesigned to protect long-term shareholders fromthe negative effects of short-term trading activity(also known as “market timing”) by othershareholders. Any redemption fees will be paiddirectly to the Small Cap Fund to offset the costsof short-term trading. The redemption fee appliesto shareholders who redeem or exchange theirshares on or before the 180th day from the date ofpurchase.

For purposes of applying the redemption fee,shares held the longest will be treated as beingredeemed first. The redemption fee does notapply to:

• shares acquired as a result of reinvestingdistributions;

• shares redeemed in the case of death, disabilityor other hardship;

• shares purchased through certain omnibusaccounts or retirement plans that do not havethe operational capability to impose the fee;

• shares redeemed through the SystematicWithdrawal Plan;

• shares redeemed for accounts established asCoverdell Education Savings Accounts; or

• shares redeemed by a third party investmentadviser using an automatic rebalancing or assetallocation program.



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In addition, the redemption fee may be waived inother limited circumstances deemed necessary bythe Fund’s Chief Compliance Officer, inconsultation with legal counsel, that do notindicate market-timing activity. Any waiversauthorized by the Chief Compliance Officer mustbe reported to the Board.

How to Transfer RegistrationIf you request a change in your accountregistration, such as changing the name(s) onyour account or transferring your shares toanother person or legal entity, you must submityour request in writing. A signature guarantee isrequired (see the section entitled “ShareholderInformation – Signature Guarantee”). Please callShareholder Services at 800-304-7404 for fullinstructions.

Signature GuaranteeA signature guarantee helps protect against fraudand verifies the authenticity of your signature.Signature guarantees, from either a Medallionprogram member or a non-Medallion programmember, will generally be accepted fromdomestic banks, brokers, dealers, credit unions,national securities exchanges, registeredsecurities associations, clearing agencies andsavings associations, as well as participants in theNew York Stock Exchange Medallion SignatureProgram and the Securities Transfer AgentsMedallion Program (STAMP). A notary public isnot an acceptable signature guarantor.

A signature guarantee, from either a Medallionprogram member or a non-Medallion programmember, 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 bythe Transfer Agent and the account addresshas changed within the last 30 calendardays.

2. Transferring ownership of account or accountname changes.

Certain non-financial transactions, includingestablishing or modifying certain services on anaccount, may require a signature guarantee,signature verification from a Signature Validation

Program member, or other acceptable form ofauthentication from a financial institution source.

For joint accounts requiring a signatureguarantee, each account owner’s signature mustbe separately guaranteed. The Funds and/or theTransfer Agent may require a signature guaranteein other instances based on the circumstancesrelative to the particular situation. The Fundsreserve the right to waive any signaturerequirement at their discretion. Shareholdersshould contact Shareholder Services at800-304-7404 with additional questions.

Income and Capital Gain DistributionsThe Growth, Balanced and Small Cap Fundsdistribute substantially all of their net investmentincome to shareholders semi-annually, quarterlyand annually, respectively. Net investment incomedistributions are normally made in June andDecember for the Growth Fund, in March, June,September and December for the Balanced Fund,and in December for the Small Cap Fund. Netcapital gains, if any, are distributed to each Fund’sshareholders at least annually. Net investmentincome and net capital gain distributions arereinvested in additional Fund shares in youraccount unless you select another option on yourNew Account Application. You may change yournet investment income and net capital gaindistribution election in writing or by calling theTransfer Agent in advance of the next distribution.

Net investment income and net capital gaindistributions that are not reinvested are paid toyou by check or transmitted to your bank accountvia ACH. If the post office cannot deliver yourcheck, or if your check remains uncashed for sixmonths, each Fund reserves the right to reinvestyour distribution check in your account at theFund’s then current NAV and to reinvest allsubsequent distributions in shares of the Fund. Nointerest will accrue on the amount represented byuncashed distribution checks.

If you are investing in an account that is not tax-deferred, it may be advantageous to buy sharesafter the Fund makes its distribution. When netinvestment income and net capital gaindistributions are made, the value of each share isreduced by the amount of the distribution. If youpurchase shares shortly before the payment of adistribution, you will pay the full price for the



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shares and then receive some of the price back asa taxable distribution, which may have negativetax consequences. To avoid this situation, checkwith the Funds for their distribution dates atwww.mairsandpower.com or by calling800-304-7404 before you invest.

Frequent Purchases and Redemptions of FundSharesThe policy of the Funds is to discourage short-term trading. The Funds are intended for long-term investment purposes only and not formarket timing or excessive trading. Market timingmay be disadvantageous to the long-termperformance of the Funds by disrupting portfoliomanagement and increasing Fund expenses.

The Funds may reject any purchase order by anyinvestor that may be attributable to market timingor is otherwise excessive or potentially disruptiveto the Funds. Purchase orders that are believed tobe placed by market timers may be revoked orcancelled by the Funds on the next business dayafter receipt of the order. In such instances, noticewill be given to the shareholder within fivebusiness days of the trade to freeze the accountand temporarily suspend services. In addition,short-term trades in the Small Cap Fund may besubject to the 1.00% redemption fee, as discussedin the section entitled “Shareholder Information –Redemption Fee (Small Cap Fund).”

Although the Funds make efforts to monitor formarket timing activities and will seek theassistance of Financial Intermediaries throughwhich Fund shares are purchased or held, theFunds cannot always identify or detect excessivetrading that may be facilitated by FinancialIntermediaries because the Financial Intermediarymaintains the underlying shareholder account. Inan attempt to detect and deter excessive tradingin omnibus accounts, the Funds may requireFinancial Intermediaries to impose restrictions onthe trading activity of accounts traded throughthose Financial Intermediaries (includingprohibiting further transactions by suchaccounts), may require the FinancialIntermediaries to provide certain information tothe Funds regarding shareholders who holdshares through such accounts or may close theomnibus account (although there can be noassurance that the Funds would do so). TheFunds’ ability to impose restrictions for accounts

traded through particular Financial Intermediariesmay vary depending upon the systems’capabilities, applicable contractual restrictions,and cooperation of those intermediaries. In somecases, the Funds may rely on the market timingpolicies of Financial Intermediaries, even if thosepolicies are different from the Funds’ policy, whenthe Funds believe that the policies are reasonablydesigned to prevent excessive trading practicesthat are detrimental to the Funds. Due tooperational requirements or limitations, FinancialIntermediaries may use criteria and methods fortracking, applying or calculating the redemptionfee that may differ from those used by the SmallCap Fund’s Transfer Agent. If you purchase sharesof the Small Cap Fund through a FinancialIntermediary, you should contact your FinancialIntermediary for more information on how theredemption fee is applied to redemptions orexchanges of your shares.

There can be no assurance that the Funds will beable to identify or eliminate all market timingactivities, and the Funds may not be able tocompletely eliminate the possibility of excessivetrading in certain omnibus accounts and otheraccounts traded through Financial Intermediaries.

In most cases, the Funds will not make anyexceptions to their short-term trading policy, norwill the Funds grant to any third party permissionto engage in short-term trading within the Funds.

The Funds’ short-term trading policy has beenapproved by the Funds’ Board.

Federal Income TaxesThe following discussion of certain current federalincome tax matters is not intended to be a fulldiscussion of income tax laws and their effect onyou. Changes in income tax laws, potentially withretroactive effect, could impact a Fund’sinvestments or the tax consequences to you ofinvesting in a Fund. You should consult with yourown tax advisor regarding the federal, state, localand foreign tax consequences of an investment ina Fund.

Each Fund’s distributions of investment companytaxable income and net capital gain, whetherreceived in cash or reinvested in additional sharesof the Fund, are subject to federal income taxes ifheld in a taxable account, and may be subject to



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state and local income taxes. If you hold yourshares in a tax-deferred retirement account, yougenerally will not have to pay tax on distributionsuntil a withdrawal is made from the account. Taxrules for these types of accounts are complex, andany questions you may have should be addressedwith your own tax advisor.

For federal income tax purposes, each Fund’sdistributions of investment company taxableincome, which includes net short-term capitalgains, are generally taxed as ordinary income, andnet capital gain distributions are taxed as long-term capital gains. The character of a capital gaindepends on the length of time that the Fund heldthe security that was sold. Non-corporateshareholders may benefit from favorable taxtreatment related to “qualified dividend income.”If certain holding period requirements aresatisfied, to the extent that a Fund’s distributionsof investment company taxable income consist of“qualified dividend income,” such distributions aretaxed at long-term capital gain rates. Subject tocertain limitations, corporate shareholders may beeligible for the corporate dividends-receiveddeduction with respect to the portion, if any, of aFund’s distributions of investment companytaxable income attributable to dividends receivedby the Fund directly or indirectly from U.S.corporations, if such Fund reports the amountdistributed as eligible for deduction and thecorporate shareholder meets certain holdingperiod requirements.

In addition to the federal income tax, certainindividuals, trusts and estates may be subject to aNet Investment Income (NII) tax of 3.8%. The NIItax is imposed on the lesser of (i) the taxpayer’sinvestment income, net of deductions properlyallocable to such income, or (ii) the amount bywhich the taxpayer’s modified adjusted grossincome exceeds certain thresholds ($250,000 formarried individuals filing jointly, $200,000 forunmarried individuals, and $125,000 for marriedindividuals filing separately). The Funds’distributions are includable in a shareholder’sinvestment income for purposes of this NII tax. Inaddition, any capital gain realized on the sale,exchange or redemption of Fund shares isincludable in a shareholder’s investment incomefor purposes of this NII tax.

If you dispose of your Fund shares by redemption,exchange or sale, you will generally have a capitalgain or loss. The amount of the gain or loss andthe applicable rate of federal income tax willdepend primarily upon the share purchase price,the amount realized on the sale, exchange orredemption, and the period of time you held theshares. Any loss arising from the sale, redemptionor exchange of Fund shares held for six months orless is treated as a long-term capital loss to theextent of any distributions of net capital gainreceived or deemed to be received with respect tosuch shares. In determining the holding period ofsuch shares for this purpose, any period duringwhich your risk of loss is offset by means ofoptions, short sales or similar transactions is notcounted. An exchange of any Mairs & PowerFund’s shares for shares of any other Mairs &Power Fund will be treated as a sale of the Fund’sshares and any gain on the transaction may besubject to federal, state and local income taxes. Ifyou purchase Fund shares (including sharespurchased through reinvestment of distributions)within thirty days before or after selling,redeeming or exchanging other shares of thesame Fund at a loss, all or part of your loss will notbe deductible and will instead increase the basisof the new shares to preserve the loss until afuture sale, redemption or exchange (this isotherwise known as a wash sale).

You will be sent Form 1099 indicating the taxtreatment of any distributions made to you duringthe previous year no later than mid-February. Theinformation is also reported to the InternalRevenue Service (IRS).

As with all mutual funds, a Fund may be requiredto withhold federal income tax (at the then-current federal backup withholding rate) on alltaxable distributions or redemption proceedspayable to you if you fail to provide the Fund withyour correct social security number or taxpayeridentification number or fail to make requiredcertifications, or if you or the Fund have beennotified by the IRS that you are subject to backupwithholding. Backup withholding is not anadditional tax, but a method by which the IRSensures that it will collect taxes otherwise due.Any amounts withheld may be credited againstyour federal income tax liability.



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Federal law requires that mutual fund companiesreport certain shareholders’ cost basis, gain/loss,and holding period to such shareholders and theIRS on Form 1099 when “covered” shares of themutual funds are sold. Covered shares aregenerally any Fund shares acquired by certainshareholders on or after January 1, 2012.

The Funds have chosen average cost as theirstanding (default) cost basis method for allcovered shares, which means this is the methodthe Funds will use to determine which specificcovered shares are deemed to be sold, exchangedor redeemed when there are multiple purchaseson different dates at differing net asset values, andthe entire position is not sold, exchanged orredeemed at one time. You may choose analternate IRS-approved method other than aFund’s standing method at the time of yourpurchase or upon the sale, exchange orredemption of covered shares. The cost basismethod a shareholder elects may not be changedwith respect to a sale, exchange or redemption ofshares after the settlement date of the sale,exchange or redemption. Shareholders of a Fundshould consult with their own tax advisors todetermine the best IRS-accepted cost basismethod for their tax situation and to obtain moreinformation about how the cost basis reportingrules apply to them.

This summary is not intended to be and shouldnot be construed to be legal or tax advice to anycurrent holder of the shares of a Fund.Shareholders should consult their own taxadvisors to determine the tax consequences ofowning a Fund’s shares.

Other Shareholder ServicesAs a shareholder of the Funds, you will receive thefollowing statements and reports:

• Confirmation Statements – Sent each timeyou buy, sell or exchange Fund shares. Thestatement will confirm the trade date andamount of your transaction.

• Account Statements – Sent semi-annually forthe Growth Fund, quarterly for the BalancedFund, and annually for the Small Cap Fund,detailing the net investment income and netcapital gain distributions made by the Fund. Inaddition, the market value of your account at

the close of the period will also appear on thestatement.

• Fund Financial Reports – Mailed inFebruary and August.

• Tax Statements – IRS Form 1099 statementsare sent in January or February and report theprevious year’s net investment income and netcapital gain distributions, proceeds from thesale of shares and distributions from IRAs orother retirement accounts. Other taxstatements are mailed during the year asneeded.

Transfer Agent Charges For Direct ShareholderSpecial Requests

1. $25 distribution fee for IRAs. Please see theCustodial Account Agreement for IRA &Coverdell Edu Savings Accts atwww.mairsandpower.com for additional IRArelated fees.

2. Statement requests will cost $5 per yearrequested per social security number (cappedat $25). This fee applies to requests forstatements older than the prior year.

As a shareholder of the Funds, the followingservices are available to you:

eDelivery ServiceseDelivery is available to all direct shareholders.eDelivery provides your tax statements, accountstatements, trade confirmation statements, andshareholder reports online rather than by regularmail. In addition to reducing paper waste,eDelivery may reduce Fund fees by loweringprinting and mailing costs over time. To receivematerials electronically, please contactShareholder Services at 800-304-7404 or visitwww.mairsandpower.com to login to your accountand sign up for eDelivery. If you hold your Fundshares through a Financial Intermediary, pleasecontact your Financial Intermediary regardingelectronic delivery options.

Automated Telephone ServicesFund and shareholder account information isavailable 24 hours per day, seven days a week at800-304-7404. You may obtain share prices andprice changes for the Funds, your account balanceand last two transactions, distribution informationand duplicate account statements.



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Funds WebsiteInformation on the Funds is available atwww.mairsandpower.com. On the site you can:

• View your account balances and recenttransactions for shares held directly with theFunds;

• Purchase, exchange and sell Fund shares helddirectly with the Funds (for non-IRA accounts);

• Purchase and exchange Fund shares helddirectly with the Funds (for IRA accounts);

• View tax statements, account statements andconfirmation statements for shares helddirectly with the Funds;

• Learn more about Mairs & Power’s investmentstyle;

• Review objectives, strategies, characteristicsand 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 otherforms.

Beginning September 1, 2020 you will notice anew look and feel to the shareholder access sitein addition to some added features:

• When you access the new site for the first time,you will use your current password and ID,however you will be prompted to setup asecurity code delivery method, which will beyour choice of email or text;

• There will be the option to add or change bankinformation. For security purposes, this addedor changed bank information cannot be usedfor 30 days, unless the redemption request issent in writing with a signature guarantee;

• There will be the option to change telephonenumbers;

• There will be the option to cancel pendingtrades, prior to the NYSE market close; and

• There will be the option for a Fund to sendmessages to shareholders.

HouseholdingIn an effort to decrease costs, the Funds intend toreduce the number of duplicate SummaryProspectuses, Annual Reports and Semi-AnnualReports you receive by sending only one copy ofeach to those addresses shared by two or moreaccounts and to shareholders reasonably believed

to be from the same family or household. Onceimplemented, if you would like to discontinuehouseholding for your accounts, please callShareholder Services at 800-304-7404 to requestindividual copies of these documents. Oncenotification to stop householding is received, theFunds will begin sending individual copies thirtydays after receiving your request. This policy doesnot apply to account statements.

Lost Shareholders, Inactive Accounts andUnclaimed PropertyIt is important that the Funds maintain a correctaddress for each shareholder. An incorrect addressmay cause a shareholder’s account statementsand other mailings to be returned to the Funds.Based upon statutory requirements for returnedmail, the Funds will attempt to locate theshareholder or rightful owner of the account. If theFunds are unable to locate the shareholder, then itwill determine whether the shareholder’s accountcan legally be considered abandoned. Yourmutual fund account may be transferred to thestate government of your state of residence if noactivity occurs within your account during the“inactivity period” specified in your state’sabandoned property laws. The Funds are legallyobligated to escheat (or transfer) abandonedproperty to the appropriate state’s unclaimedproperty administrator in accordance withstatutory requirements. The shareholder’s lastknown address of record determines which statehas jurisdiction. Please proactively contact theTransfer Agent at 800-304-7404 (toll free) at leastannually to ensure your account is active.

If you are a resident of the state of Texas, you maydesignate a representative to receive notificationsthat, due to inactivity, your mutual fund accountassets may be delivered to the Texas Comptroller.Please contact the Transfer Agent if you wish tocomplete a Texas Designation of Representativeform.

INDEX DESCRIPTIONSBloomberg Barclays U.S. Government/CreditBond IndexThe Bloomberg Barclays U.S. Government/CreditBond Index is a broad-based flagship benchmarkthat measures the non-securitized component ofthe U.S. Aggregate Index. It includes investment-grade, U.S. dollar-denominated, fixed-rate



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Treasuries, government-related and corporatesecurities. It is not possible to invest directly in anindex.

S&P 500 Total Return IndexThe S&P 500 Total Return Index is an unmanagedindex of 500 common stocks that is generallyconsidered representative of the U.S. stockmarket. It tracks both the capital gains of a groupof stocks over time and assumes that any cashdistributions, such as dividends, are reinvestedback into the index. It is not possible to investdirectly in an index.

S&P SmallCap 600 Total Return IndexThe S&P SmallCap 600 Total Return Index is anindex of small company stocks managed by

Standard & Poor’s that covers a broad range ofsmall cap stocks in the U.S. The index is weightedaccording to market capitalization and coversabout 3-4% of the total market for equities in theU.S. It tracks both the capital gains of a group ofstocks over time and assumes that any cashdistributions, such as dividends, are reinvestedback into the index. It is not possible to investdirectly in an index.

Composite IndexThe Composite Index reflects an unmanagedportfolio comprised of 60% of the S&P 500 TotalReturn Index and 40% of the Bloomberg BarclaysU.S. Government/Credit Bond Index. It is notpossible to invest directly in an index.



38

GROWTH FUND Year Ended December 31, 2019 2018 2017 2016 2015

Per shareNet asset value, beginning of year $106.45 $121.12 $113.83 $104.44 $116.20

Income from investment operations:Net investment income 1.59 1.61 1.60 1.61 1.68Net realized and unrealized gain (loss) 28.59 (6.96) 17.16 14.43 (5.17)

Total from investment operations 30.18 (5.35) 18.76 16.04 (3.49)

Distributions to shareholders from:Net investment income (1.58) (1.59) (1.66) (1.61) (1.67)Net realized gains on investments sold (7.83) (7.73) (9.81) (5.04) (6.60)

Total distributions (9.41) (9.32) (11.47) (6.65) (8.27)

Net asset value, end of year $127.22 $106.45 $121.12 $113.83 $104.44

Total investment return 28.39% (4.34)% 16.52% 15.38% (3.07)%Net assets, end of year, in thousands $4,633,937 $3,938,943 $4,731,156 $4,392,473 $3,837,264

Ratios/supplemental data:Ratio of expenses to average net assets 0.65% 0.64% 0.64% 0.66% 0.65%Ratio of net investment income to average net assets 1.28 1.27 1.30 1.42 1.43

Portfolio turnover rate 10.77 9.25 8.84 10.99 9.64

The financial highlights tables are intended tohelp you understand the Funds’ financialperformance for the past five years. Certaininformation reflects financial results for a singleFund share. The total returns in the tablesrepresent the rate that an investor would haveearned (or lost) on an investment in the Funds

(assuming reinvestment of all distributions). Thefinancial highlights have been derived from thefinancial statements audited by Ernst & YoungLLP, whose report, along with the Funds’ financialstatements, is included in the Funds’ annualreport, which is available upon request.

FINANCIAL HIGHLIGHTS

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39

BALANCED FUND Year Ended December 31, 2019 2018 2017 2016 2015




Distributions to shareholders from:Net investment income (2.12) (2.09) (2.07) (1.99) (2.13)Net realized gains on investments sold (2.45) (2.51) (1.51) (1.08) (1.30)



Total investment return 20.32% (2.80)% 11.90% 11.42% (2.54)%Net assets, end of year, in thousands $928,828 $807,455 $984,788 $861,426 $667,680





40

SMALL CAP FUND Year Ended December 31, 2019 2018 2017 2016 2015




Distributions to shareholders from:Net investment income (0.11) (0.15) (0.13) (0.08) (0.08)Net realized gains on investments sold (0.71) (0.92) (0.74) (0.39) (0.15)Redemption fees(1)(2) 0.00 0.00 0.00 0.00 0.00



Total investment return 21.13% (6.91)% 7.64% 27.27% (4.68)%Net assets, end of year, in thousands $437,300 $367,477 $435,507 $382,443 $193,837



(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.



41

Mairs & Power Funds Trust – Officers and Trustees

Mark L. Henneman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .President and TrusteeAndrew R. Adams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Vice PresidentKevin V. Earley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Vice PresidentAllen D. Steinkopf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Vice PresidentAndrea C. Stimmel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .TreasurerRobert W. Mairs . . . . . . . . . . . . . . . . . . . . . . . . .Secretary and Chief Compliance OfficerMary Schmid Daugherty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Board Chair and TrusteeJames D. Alt . . . . . . . . . . .Nominating and Governance Committee Chair and TrusteePatrick A. Thiele . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Audit Committee Chair and TrusteeJon A. Theobald . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .TrusteeSusan E. Knight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Trustee

Fund and Service Providers

FOR MORE INFORMATION

Investment AdviserMairs and Power, Inc.

W1520 First National Bank Building332 Minnesota Street

Saint Paul, MN 55101-1363

Transfer Agent, Administrator and Fund Accountant

Shareholder Services800-304-7404

CustodianU.S. Bank, N.A.

Custody Operations1555 North River Center Drive, Suite 302

Milwaukee, WI 53212

Independent RegisteredPublic Accounting Firm

Ernst & Young LLP220 South Sixth Street, Suite 1400

Minneapolis, MN 55402

DistributorALPS Distributors, Inc.

1290 Broadway, Suite 1000Denver, Colorado 80203

Legal CounselGodfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800Milwaukee, Wisconsin 53202

Regular Mail AddressMairs & Power Funds

c/o U.S. Bancorp Fund Services, LLCP.O. Box 701

Milwaukee, WI 53201-0701

Express (or Overnight), Certifiedor Registered Mail Address


615 East Michigan StreetMilwaukee, Wisconsin 53202-0701



PP-1

Our Promise to YouAs a shareholder of the Mairs & Power Mutual Funds (Funds), you share both personal and financial informationwith us. Your privacy is important to us, and we are dedicated to safeguarding your personal and financialinformation.

Information Provided by ShareholdersIn the normal course of doing business, we typically obtain the following non-public personal information aboutour shareholders:

• Personal information regarding our shareholders’ identity such as name, address and social securitynumber;

• Information regarding fund transactions effected by us; and• Shareholder financial information such as net-worth, assets, income, bank account information and

account balances.

How We Manage and Protect Your Personal InformationWe do not sell information about current or former shareholders to third parties, nor is it our practice to disclosesuch information to third parties unless requested or permitted to do so by a shareholder or shareholderrepresentative or, if necessary, in order to process a transaction, service an account or as permitted by law.Additionally, we may share information with outside companies that perform administrative services for us.However, our arrangements with these service providers require them to treat your information as confidential.

In order to protect your personal information, we maintain physical, electronic and procedural safeguards toprotect your personal information. Our Privacy Policy restricts the use of shareholder information and requiresthat it be held in strict confidence.

Shareholder NotificationsWe provide a notice annually describing our privacy policy. In addition, we will inform you promptly if there arechanges to our policy. Please contact us at 800-304-7404 with questions about this notice.

PRIVACY POLICY



Statement of Additional Information (SAI)The SAI provides more details about the Funds and their investment policies and restrictions. A current SAI is onfile 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 ReportsAdditional information about the Funds’ investments is available in the Funds’ annual and semi-annual reportsto shareholders. In the Funds’ annual report you will find a discussion of the market conditions and investmentstrategies that significantly affected each Fund’s performance during its last fiscal year.

• Documents filed by the Funds with the SEC are available on the SEC’s Internet EDGAR Database site athttp://www.sec.gov, where they are listed under “Mairs & Power Funds Trust.”

• You may also obtain copies of Fund documents by paying a duplicating fee and sending an electronicrequest to the following e-mail address: [email protected].

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 by contacting the Funds at:

Mairs & Power Fundsc/o U.S. Bancorp Fund Services, LLCP. O. Box 701Milwaukee, WI 53201-0701Telephone: 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 calling800 304 7404.

ADDITIONAL INFORMATIONMore information about the Funds is available from the following sources:

The Funds’ Investment Company Act file number is 811-22563.

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MAIRS & POWER FUNDS

GROWTH FUNDTicker Symbol: MPGFX

BALANCED FUNDTicker Symbol: MAPOX

SMALL CAP FUNDTicker Symbol: MSCFX

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