MAIRS & POWER INC

Mairs & Power, Inc. (Mairs & Power) is an SEC-registered investment adviser based in St. Paul, Minnesota. The firm was founded in 1931 and is 100 percent employee-owned. We provide discretionary and non-discretionary investment advisory services to a variety of clients, including institutional accounts, individuals, pension and profit-sharing plans, investment companies, trusts, trust companies and health and welfare plans. We generally offer investment management services for equity, fixed income, and balanced portfolios. We manage client accounts with a primary emphasis on the attractiveness and appropriateness of individual investments given the particular circumstances of each client account. The investment managers and analysts comprise the investment management committee (Investment Committee) and collectively average 23 years of investment experience. These professionals work collaboratively, leveraging their combined experience for the benefit of our clients. Investment portfolios are tailored to meet the needs and objectives of individual clients. Clients may impose investment restrictions regarding certain securities or types of securities within their portfolio. While not a sponsor to a Wrap Fee Program, the Adviser participates in a wrap fee program as a portfolio manager for a wrap fee program. In addition, we provide investment management services to privately-placed pooled investment vehicles (the “Private Funds”) focusing on venture capital investments in a variety of sectors. Investment management services are provided on a discretionary basis and we typically engage third-party service providers, such as administrators and auditors, on behalf of the Private Funds. We provide investment management services as described in the investment strategy of the relevant Private Fund. The investment strategy is outlined in each fund’s Private Placement Memorandum (the “PPM”), limited partnership agreement, or other governing documents (collectively, the “Governing Documents”). The Governing Documents should be read carefully for a description of the merits for, and risks associated with, such type of investment prior to investing. Additionally, we have the ability to enter into agreements, such as side letters, with certain investors in the Private Funds that provide for terms of investment that are more favorable than the terms provided to other investors in the Private Funds. Such terms may include, but are not limited to, the waiver or reduction of fees or the provision of additional reports and information. Any existing side letters or other agreements are generally disclosed only to investors in the applicable Private Fund that have the right to review such agreements. We offer financial planning services tailored to the needs of the client; services may vary from informal advice for clients of our investment advisory services to a formal written plan developed in consultation with the client. Services may include an analysis of a client’s overall financial condition and investment needs; an analysis of net worth, asset distribution, asset growth and cash flow; estate planning, retirement, and other funding needs; as well as other specific areas of client concern such as education planning. As part of the financial planning services offered, the potential for certain conflicts between the interests of the adviser and the client may arise due to the potential recommendation of certain investments that may be effected through the adviser’s investment advisory services. Clients are under no obligation to act upon any financial planning recommendations made nor to implement any recommendations through the adviser. In addition to separately managed accounts and the Private Funds, we manage the Mairs & Power Growth Fund, the Mairs & Power Balanced Fund, the Mairs & Power Small Cap Fund, and the Mairs & Power Minnesota Municipal Bond ETF (collectively, the “Funds”), all a series of the Trust for

Professional Managers. Information concerning the Funds, including advisory fees charged, is available in the Funds’ prospectuses. As of December 31, 2025, we managed $11,986,999,685 of client assets on a discretionary basis and $157,316,518 of client assets on a non-discretionary basis. Client Investment Guidelines and Restrictions We manage portfolios subject to client-imposed investment guidelines and restrictions. Our investment management services can be tailored to a client’s needs, provided they are clearly stated and not unduly burdensome or restrictive. See Item 16 - Investment Discretion for more information. The Funds, including the Private Funds, and any other commingled vehicles that we may manage are not subject to an individual investor’s investment restrictions but are managed in accordance with the prospectus or similar governing documents. ERISA Restrictions To the extent a client account is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the client must inform us of any employer securities the client is not permitted to own under ERISA. In addition, in order to rely on the class exemption for qualified professional asset managers, the client must provide us with a list of every party with the authority to appoint or terminate Mairs & Power as investment adviser or to negotiate the terms of an investment management agreement with Mairs & Power with respect to the account, and certain affiliates of those parties.

Investment advisory fees are billed and payable quarterly in arrears, based on the ending market value of assets under management for each quarterly billing cycle. The Standard Fee Schedule calls for clients to pay an annual fee of 1% of assets under management. Additional fees may be required if the account is complex or requires additional administrative effort by us. Different fee schedules also apply to those who were clients of Mairs & Power prior to April 1, 2014. In addition, fees different from the Standard Fee Schedule, including, but not limited to, performancebased fees and fixed fees, may be negotiated in our sole discretion. Special circumstances warranting departures from the Standard Fee Schedule include, but are not limited to, large holdings, low tax costs, unsupervised assets, and the management of other related accounts. Any variations to the Standard Fee Schedule must be approved by our fee committee in advance and will be agreed to by the relevant client in its investment management agreement or a similar written agreement between the parties. Fees will be separately billed to the client; however, clients may elect to authorize us to directly debit fees from their accounts. The method of billing as a general matter is documented in the clients’ investment management agreements with us. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee for the period of time during the quarter that the account was open. Investment management agreements are required with all clients and may be terminated in writing by either party consistent with the notice provision contained in the agreement. Our fees do not include brokerage commissions, transaction fees, and other related costs and expenses that will be incurred in connection with an advisory account. Custodians, brokers, and other third parties may charge our clients for items such as custodial fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Item

12 - Brokerage Practices contains information regarding our brokerage practices. The advisory fees charged to clients who invest in the Funds are set forth in the Funds’ prospectuses. Clients whose assets we invest in exchange-traded funds (ETFs) and other third-party mutual funds pay two levels of advisory fees on those assets - our direct advisory fee and their share of the advisory fees and other fees and expenses assessed to all shareholders of such funds. We do not receive any compensation from third-parties related to the investment of client assets. On occasion, we may recommend shares of the Funds to clients if such an investment is suitable. The Funds pay us investment advisory fees. We do not charge clients a separate advisory fee on those advisory clients’ assets invested in the Funds. Additionally, we are paid a management fee by each Private Fund. The specific payments, terms, and other conditions of the management fee paid by the Private Funds are set forth in the relevant Governing Documents and described in the PPM or investment management agreement, as applicable. Generally, we are paid a quarterly management fee equal to 2% per annum of the Private Funds’ aggregate capital commitments, billed in arrears, as defined by the respective Private Fund’s Governing Documents. We reserve the right to defer or waive any or all of any management fee payable by the Private Fund(s). Each Private Fund is responsible, pursuant to their Governing Documents, for their ongoing direct, administrative, operating, or otherwise permissible expenses. These expenses may be incurred directly by the Private Funds, or in some instances, we will incur the expense and seek reimbursement from the Private Funds. Expenses incurred by a specific Private Fund may vary depending on the nature of the operations of the Private Fund and are described in detail in the applicable Governing Documents. We may receive ancillary fees as a result of operation. Ancillary fees include, but are not limited to, advisory fees, transaction fees, director’s fees, and breakup fees. If such ancillary fees are received with respect to a Private Fund, 100% of the amount of ancillary fees will be applied through offset fees to reduce the management fee. We receive a type of performance-based fee known as Carried Interest, as defined by the respective Private Fund’s Governing Documents, from the Private Funds. A general partner typically receives performance compensation of up to 20% of the proceeds realized upon the disposition of the assets of a Private Fund; subject to the return of capital contributions to investors. See Item 6 - PerformanceBased Fees and Side-by-Side Management for further detail. See the applicable Governing Documents for complete information related to the fees and compensation associated with the Private Funds.

We generally manage accounts using the strategies set forth below. Subject to negotiation, and in our sole discretion, we may agree to build a customized portfolio for certain clients with one of the below Mairs & Power investment strategies at its core. When evaluating investment opportunities, Mairs & Power considers whether environmental, social, and/or corporate governance (“ESG”) factors are likely to have a material impact on a company’s long-term success. Though ESG factors are considered during the research process, they are not, and should not be considered to be, a determinative factor with respect to any particular investment decision. Our investment strategies for each account are ultimately subject to the investment guidelines agreed to by us and the client. Multi Cap Strategy The objective of this strategy is to provide clients with a diversified portfolio of common stocks, which we believe have the potential for above-average long-term appreciation, by investing in companies of all capitalization sizes, with some emphasis being placed on small to medium sized companies. Multi Cap portfolios, subject to client risk tolerance, direction, or other considered factors, are generally built on a foundation of selected stocks purchased at what we consider reasonable valuation levels. In certain client accounts, more preference is given to dividend paying equities. The intention is to hold these issues for relatively long periods of time to allow the power of compounding to build wealth for our clients. However, sales are made from time to time in response to such factors as changing fundamentals, investment strategy shifts, and excessive valuation. We utilize a bottom-up approach in selecting multi-cap securities, focusing on company fundamentals, rather than taking “market bets.” The Investment Committee monitors specific companies and industry trends and meets regularly to assess their findings. A “Durable Competitive Advantage” (DCA) analysis is performed on each such company identified by the Investment Committee to assist in evaluating that consistent, above-average growth is sustainable over the long term. A DCA analysis evaluates the competitive rivalry between existing companies, bargaining power of buyers and suppliers, threat of substitute products, and threat of new market entrants. Most portfolios have a preference for stocks of companies headquartered in Minnesota and the

remainder of the Upper Midwest region of the United States, which Mairs & Power considers to be the states of Illinois, Iowa, North Dakota, South Dakota, and Wisconsin. We use this approach because we believe there are an unusually large number of attractive companies in this region that we have been following for many years. Subject to variations due to initial portfolio construction or client direction, we seek to keep the accounts’ assets reasonably fully invested, maintain modest portfolio turnover rates and moderate risk by investing in diversified portfolios of multi cap securities. Balanced Strategy The objective of this strategy is generally to provide capital growth, current income, and preservation of capital through a mix of equity and fixed income securities. Balanced portfolios, subject to client risk tolerance, direction, or other considered factors, generally utilize the same common stock approach as the Multi Cap Strategy but may place a greater emphasis on dividendpaying stocks. Preference is given to investment grade fixed income securities. Lower rated convertible and non-convertible debt securities may be purchased if, in the opinion of the investment manager, the potential rewards outweigh the incremental risks. Subject to variations due to initial portfolio construction or client direction, we seek to keep the accounts’ assets reasonably fully invested, maintain modest portfolio turnover rates and moderate risk by investing in diversified portfolios of equity and fixed income securities. Generally, fixed income securities are held to maturity. Small Cap Strategy The objective of this strategy is generally to provide clients with a diversified portfolio of small cap stocks which we believe have the potential for above-average long-term appreciation by investing in growing companies with the potential to grow revenues, earnings, and cash flows over the long term. Subject to client risk tolerance, direction, or other considered factors, preference is given to companies with what the adviser views as attractive business niches, competitive advantages, and to those that are located in Minnesota and the remainder of the Upper Midwest region of the United States, which Mairs & Power considers to be the states of Illinois, Iowa, North Dakota, South Dakota, and Wisconsin. Subject to variations due to initial portfolio construction or client direction, we seek to keep the accounts’ assets reasonably fully invested, maintain modest portfolio turnover rates and moderate risk by investing in diversified portfolios of securities. Minnesota Municipal Bond Strategy The objective of this strategy is to seek current income that is exempt from federal and Minnesota state income tax consistent with the preservation of capital. Preference is given to municipal debt securities issued by or on behalf of the State of Minnesota and its political subdivisions, agencies, authorities, and instrumentalities, and by other qualified issuers located in Minnesota. Subject to variations due to initial portfolio construction or client direction, we seek to employ primarily a buy and hold strategy seeking income rather than capital returns. Fixed Income Strategy The objective of fixed income portfolios is to provide regular current income and a low level of risk. Preference is given to investment grade fixed income securities. Lower rated convertible and non-convertible debt securities may be purchased if, in the opinion of the investment manager, the potential rewards outweigh the incremental risks. Subject to variations due to initial portfolio construction or client direction, we seek to keep the account’s assets reasonably fully invested,

maintain modest portfolio turnover rates and limit risk by investing in a laddered schedule of maturities. In certain situations, and at client direction, a shorter-term approach to holding fixed income securities may be taken. Generally, fixed income securities are held to maturity. The Private Funds We will seek to make venture capital investments primarily in companies that operate in the technology, healthcare, finance, business services and communications sectors. We believe that industry diversification limits potential exposure to cycles in liquidity in specific industries. Investments are anticipated to be multi-stage across the venture spectrum, although the majority will be in seed and series A rounds. We also intend to opportunistically make investments in companies at later stages in order to follow successful ventures through their lifecycle or to participate in specific opportunities not identified until later stages. We may also engage in secondary market ventures to secure interests in promising businesses (all, collectively the “Portfolio Companies”). When identifying potential investments, we generally expect to use the following criteria:

Valuation meets return objectives. We generally will seek to achieve an internal rate of return in excess of the general public equity markets for the applicable time period for the benefit of investors after accounting for all fees, expenses and carried interest, although there can be no assurance that any such returns will be achieved. Management excellence. We will seek out portfolio companies with experienced management teams, who are knowledgeable in their respective industry and who have direct or indirect experience in building a venture stage business, and who also have the credentials and/or reputation for diligent and quality work. Upper Midwest focus. We will seek to make investments primarily in portfolio companies whose headquarters, at the time of the initial investment, are located in the “Upper Midwest”, which we have identified as the states of Minnesota, Illinois, Iowa, Wisconsin, North Dakota and South Dakota, or that otherwise have a significant business presence in the Upper Midwest; we may also invest in portfolio companies that operate outside of the Upper Midwest at the adviser’s discretion. Board membership opportunities. We intend to secure board positions or board observation rights for many of the adviser’s investments. We believe that our experience in the venture capital industry and strong ties to the Minnesota and surrounding Midwest community will make us a value-add investor. Market size supports forecast. We will attempt to target investments in portfolio companies that have verifiable addressable market sizes that are consistent with the financial forecasts and investment return expectations. Proprietary technology and barriers to entry. We intend to seek out portfolio companies that have developed, or are in the process of developing, proprietary technology, or products and/or that have other barriers to entry that support forecasts for growth, profitability and future valuation consistent with investment objectives. ESG factors. When evaluating potential investment opportunities, we will use commercially reasonable efforts to consider the Portfolio Company’s environmental, social and governance (“ESG”) policies. Though ESG factors are considered during the research process, they are not, and should not be considered to be, determinative factors in any one investment decision.

Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. There is no assurance that an investment will provide positive performance over any period of time. Past performance is no guarantee of future results and different periods, and market conditions, may result in significantly different outcomes. This brochure does not purport to be a complete disclosure of all risks that could be relevant to a prospective investor in a Private Fund. A detailed summary of material investment risks applicable to a particular Private Fund structure is located in the relevant Governing Documents. The material risks presented by the strategies employed and the securities we invest in are set forth below. For the Balanced Strategy, such risks are in proportion to the allocation of equity and fixed income securities within a portfolio. For all strategies, a portfolio’s performance depends on the active management by the investment manager in selecting and maintaining securities that will achieve the investment objective. A portfolio could underperform compared to other portfolios having similar investment objectives. To the extent a portfolio is invested in the strategies and the securities set forth above, the following material risks may apply. Multi-Cap, Small Cap, and Balanced Strategy Risks Common Stock. Common stocks represent an ownership interest in a corporation and are subject to greater fluctuations in market values than other asset classes. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders and owners of preferred stock take precedence over the claims of those who own common stock. Initial Public Offering (IPO) Risk. Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets, and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and subject to uncertain substantial dilution of the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. Market Conditions. Portfolios are subject to the general risk of adverse market conditions for equity securities. The market prices of equity securities are generally subject to greater risk than prices of fixed income securities, such as bonds and preferred stock. Although equity securities have historically demonstrated long-term increases in value, their prices may fluctuate markedly over the short term due to changing market conditions, interest rate fluctuations and various economic and political factors. Securities of Foreign Issuers and American Depository Receipts (ADRs). To the extent that a portfolio includes securities of foreign issuers which are listed on a United States securities exchange or represented by ADRs, it will undertake certain risks which are not associated with investments in domestic securities. These risks include political, social, or economic instability in the country of the issuer, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization of assets, foreign withholding and income taxation and foreign trading practices (including higher trading commissions, custodial charges, and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued by United States corporations. The principal markets on which these securities trade may have less volume and liquidity and may be more volatile than securities markets in the United States. In addition, there may be less publicly available information

about a foreign company than about a United States domiciled company.

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Our clients include individuals, high net worth individuals, institutions, investment companies, trusts, trust companies, pension and profit-sharing plans, health and welfare plans, the Funds and the Private Funds. The various types of institutional investors may include, but are not limited to, trusts, endowments, foundations, corporations, or other types of entities. Investors in the Private Funds may also be high net worth individuals that meet the applicable regulatory requirements under which the Private Funds operate. The minimum account size for clients seeking advisory services is $2,000,000. We may aggregate related accounts for the purpose of determining whether the account size minimum has been met and may otherwise waive the minimum in our sole discretion. Interests in Private Funds are offered in private placements under the U.S. Securities Act of 1933 (the “Securities Act”) and as a result, limited partnership interests in the Private Funds are limited to “accredited investors” as defined under Regulation D of the Securities Act and “qualified purchasers”

as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940 (the “1940 Act”), due to the Private Funds’ exempt status from registration as “investment companies.” Employees who qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are permitted to invest in the Private Funds. The Mairs & Power Venture Fund I and Venture Fund II have a minimum investment requirement of $250,000 and $500,000 respectively; however, the minimum investment level may be waived in our sole discretion. Current and potential investors should carefully review the Governing Documents of the Private Funds for complete information regarding investing in a Private Fund.

In rare cases, we have entered into performance-based fee arrangements with certain separately managed account clients. These fees are subject to individualized negotiation with such clients. We structure any performance or incentive fee arrangement subject to applicable rules and regulations. In measuring clients’ assets for the calculation of performance-based fees, we include realized and unrealized capital gains and losses. Performance-based fee arrangements can create an incentive for us to recommend investments which may be riskier or more speculative in an effort to create a higher return and a correspondingly

higher advisory fee.

Performance-based fees also create another potential conflict for us because we manage such accounts using investment strategies substantially similar to other accounts that do not have performance-based fees. This is known as “side-by-side management”, which may create the conflict that we have a financial incentive to favor the higher-fee paying account by providing it with better investment opportunities and better trade allocations than accounts that pay us lower fees. We believe that this conflict is mitigated through our disciplined investment process and our investment allocation procedures (as described in Item 12 - Brokerage Practices below). While we currently do not have any separately managed accounts with performance-based fees, when we do, we regularly review and test to ensure performance is similar between any account with performance-based fees and other non-performance-based fee accounts. As discussed in Item 5 - Fees and Compensation, we receive performance-based compensation from the Private Funds in the form of Carried Interest. Subject to the relevant Governing Documents, a general partner typically receives compensation of up to 20% of net profit proceeds, subject to the return of capital contributions to investors. We may be incentivized to allocate investment opportunities to Private Funds that have a higher performance-based compensation percentage or to make more speculative investments in assets purchased than we might otherwise in an attempt to receive performance-based compensation. These potential conflicts of interest are mitigated by the disciplined and focused approach of our investment process. Accordingly, we take the following steps to address potential conflicts of interest: disclosure to investors of the existence of all material conflicts of interest and educating our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to our Private Funds and the equitable treatment of all of our Private Funds, regardless of the fee arrangement.

We provide advisory and certain administrative services to the Funds, for which they pay us. As disclosed above, to the extent we invest client assets in the Funds, we do not charge clients a separate

advisory fee on those assets.

Mairs and Power, Inc. is the managing member of both the M&P Ventures Fund I GP, LLC, and the M&P Ventures Fund II GP, LLC, general partnerships formed in relation to our managed Private Funds.

Standards of Conduct, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

General Overview We have adopted a Standards of Conduct and Code of Ethics (the “Code”) that sets forth the standards of business, fiduciary, and ethical conduct we require of our employees. Among other things, the Code requires us to conduct our business in a manner consistent with our status as a fiduciary to our clients. This means we have affirmative duties of care, loyalty, honesty, and good faith in connection with all activities we undertake for our clients and must always act in the best interests of our clients. The Code also requires all employees to comply with all applicable federal securities laws and prohibits misuse of material non-public information or communicating material non-public information to others in violation of the law. Under applicable law, Mairs & Power and its directors, officers, and employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client. Accordingly, should any personnel come into possession of material non-public or other confidential information with respect to any company, such personnel are prohibited from communicating such information to, or using such information for the benefit of, their respective clients. We have established procedures to aid employees in avoiding insider trading, and to aid us in preventing and detecting insider trading. Our officers and employees do now, and are expected in the future, to have interests in securities that may be recommended to a client, including the Funds or the Private Funds. This creates a conflict to the extent that an employee could use the knowledge about pending or currently considered client securities transactions to profit in personal securities transactions. For example, an employee who is aware of an upcoming client purchase of a security that might increase the price of that security could use that knowledge to buy the security before the client account buys the security and then sell the security and reap a profit. We address this conflict using the procedures and restrictions discussed below. Personal Trading Personal securities transactions by employees of Mairs & Power are subject to the restrictions and procedures described in the Code. No employee or person acting on their behalf, shall act in such a way as to benefit from the knowledge that a Fund or Private Fund manager has taken, or is considering taking, on an investment position in a security where such an action by a Fund or Private Fund manager is likely to influence the market price of that security. Unless specifically permitted, no employee shall execute a personal securities transaction when we 1) have a pending buy or sell order in that same security; 2) have purchased or sold that same security within seven calendar days before or after the date the employee seeks to engage in the personal transaction; or 3) are recommending the security for purchase or sale. The Code requires employees deemed “access persons” to pre-clear and obtain authorization before executing personal trades for certain security types, including but not limited to equity securities and fixed income securities. To ensure the standards of the Code are adhered to, the Code requires all employees to submit transaction reports quarterly and holdings reports initially and annually. The Chief Compliance Officer (“CCO”) or the CCO’s designee reviews the reports.

Gifts and Entertainment From time to time, employees may give or receive gifts and/or entertainment in connection with their employment at Mairs & Power. To reduce the potential for conflict between an employee’s personal interests and the interests of our clients, we have adopted a gifts and entertainment policy in our Code based on the principle that employees should not accept, solicit, or give anything of value that is intended or designed to cause, or would be reasonably judged to have the likely effect of causing, such employee to act in a manner inconsistent with the best interest of our clients. All gifts and entertainment above a de minimis threshold are reported to the CCO on a quarterly basis to ensure reasonableness, propriety, and consistency with the policy. A copy of our Standards of Conduct and Code of Ethics is available to clients and prospective clients upon request using the contact information on page 1. Other Disclosures We and our employees occasionally may make contributions to certain clients and Fund shareholders that are charitable organizations. Both the firm and employees are prohibited from making charitable contributions for the purpose of obtaining or retaining advisory contracts with organizations. In addition, employees are prohibited from considering Mairs & Power’s or the Funds’ current or anticipated business relationships solely in making charitable contributions. Any contributions made by Mairs & Power must be reviewed and approved by the CCO. Some of our employees occasionally make contributions to different political parties or candidates for public office. All political contributions are subject to review by the CCO to ensure that no employee or their agents or representatives are making donations with the sole intent to obtain or retain advisory contracts via the use of political contributions. Certain of our principals serve as officers, directors or trustees of unaffiliated non-profit organizations that have hired us to provide advisory services or have invested in the Funds. These principals are required to disclose these relationships both to us and to the non-profits and are required to abide by any restrictions such organizations impose on them regarding decisions to retain us or invest in the Funds. Any employee wishing to serve as a director, committee member, or in a similar oversight role for an outside public company or private company (for profit or not-for- profit), or who wishes to engage in any outside business activity, must first seek approval from both the CCO and the employee’s direct manager. The CCO will review the request to ensure such service is not inconsistent with the interests of Mairs & Power, the Funds, and clients. In addition to the unaffiliated non-profits as discussed above, certain of our principals may serve on or observe the Board of Directors of various Portfolio Companies that the Private Funds have invested in. From time to time, the firm may invest its own money directly in a Fund. Such investments are made for business purposes but create the risk that we could use our inside knowledge of Fund developments, such as likely increases or decreases in the value of a Fund, when buying or selling Fund shares. As a practical matter, we believe the actual risk related to such activity is low because it is our policy to preapprove and monitor all of our corporate transactions in a Fund. We manage accounts on behalf of certain employees. Employee accounts do not receive favorable investment or trading treatment. These accounts are managed in the same manner as other advisory client accounts. Investments are based upon written investment objectives. These employee accounts may buy or sell the same security as other advisory clients. As with other client accounts as described in Item 12 Brokerage Practices below, where possible we will aggregate trades involving both client and employee accounts in an effort to seek best execution. As with all aggregated trades, we seek to ensure that each participating account will receive the average share price and will share pro rata in the transaction costs.

Broker Selection With respect to our institutional accounts and the Funds, we generally have authority to determine the broker-dealer through which to trade those accounts at our discretion. We seek to use traditional brokerdealers and electronic trading platforms that execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including:

Combining transaction execution services and asset custody services (generally without a separate fee for custody); Capability to execute, clear and settle trades (buy and sell securities for your account); Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); Breadth of available investment products (stocks, bonds, mutual funds, exchange- traded funds, etc.); Availability of investment research and tools that assist us in making investment decisions; Quality of services; Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices; Reputation, financial strength, and stability; and Prior service to us and our other clients.

We and/or the Funds have arrangements with certain broker-dealers whereby they provide certain services to Fund shareholders. The types of services provided include, but are not limited to, sub-transfer agent, subaccounting, recordkeeping, or other administrative services. We do not consider these arrangements or otherwise favor these broker-dealers in selecting broker-dealers to execute client trades. Directed Brokerage Upon request, we will recommend broker-dealer custodian firms with which we have existing relationships to prospective clients who do not have pre-existing broker-dealer custodian relationships. In these situations, brokerage commissions and other charges for transactions not executed through the broker-dealer custodian are charged to the client. For this reason, and subject to our obligation to seek best execution, it is likely that most, if not all, transactions for such clients will be executed through the broker-dealer custodian. Although we may recommend that a client use a particular broker-dealer custodian, the client will decide whether to do so and will open an account with the broker-dealer custodian by entering into an account agreement directly with the broker-dealer custodian. Such agreement will govern the client’s relationship with the broker-dealer custodian and contain information about its related fees and expenses with the broker-dealer custodian. The broker-dealer custodian firms we recommend or direct brokerage to because of their custodial relationships provide us and our client accounts with a variety of free or discounted products, services, or information. As a result, we have a conflict of interest in recommending them. They provide us and client accounts with access to their institutional brokerage services, such as trading, custody, reporting, and other related services. Other services we receive do not benefit client accounts directly but do benefit us and are identified below. The benefits we receive are not provided on the basis of client transactions, nor do clients pay additional fees or commissions to us or any broker-dealer to obtain these products or services. Following is a more detailed description of these services:

Services That May Not Directly Benefit You. These products and services assist us in managing and administering our clients’ accounts. We have access to software and other technology that: • Provides access to client account data (such as duplicate trade confirmations and account statements); • Facilitates trade execution and allocates aggregated trade orders for multiple client accounts; • Provides pricing and other market data; • Facilitates payment of our fees from our clients’ accounts; and • Assists with back-office functions, recordkeeping, and client reporting. Services That Generally Benefit Only Us. We also participate in other services that are intended to help us manage and further develop our business enterprise, including: • Educational seminars; • Consulting on technology, compliance, legal and business needs; and • Publications on compliance and business management issues. The availability of these services benefits us because we do not have to produce or purchase them. We do not pay for these services. We believe that our recommendation of any broker-dealer custodian is in the best interests of our clients. Our recommendation is primarily supported by the scope, quality, and price of services and not services that benefit only us. Broker-dealer custodians may refer clients to us. We deem such clients to have directed their brokerage transactions to the referring firm. By virtue of executing trades through such firms, we may be deemed to be indirectly compensating such firms for the referral of clients. We may have an incentive to direct brokerage transactions based on our interest in receiving client referrals, rather than on clients’ interests in receiving most favorable execution. On a regular basis, we will confirm clients’ ongoing intentions for their trades to be executed through such broker-dealers. At any time, clients may inform us to stop executing transactions with such broker-dealers. A client’s brokerage direction may result in the following risks:

The direction may result in higher commissions, greater spreads or less favorable net prices than would be the case if we selected the brokers; The direction may result in trades for your account not being aggregated with similar trades for other client accounts and thus not eligible for the benefits that accrue due to such aggregation of orders; As a result of not being aggregated, your transactions may be executed after client accounts whose trades are aggregated and may receive less favorable prices; and Your accounts may not generate returns equal to those of other client accounts which do not direct brokerage.

Trade Aggregation With respect to individual clients, given the highly individualized nature of the investment services we provide, securities transactions for these accounts are often effected separately for each account. In our discretion, we may combine or aggregate purchase or sale orders for more than one client when we believe such aggregation is consistent with our duty to seek best execution. The decision to aggregate is made only after we determine that it does not intentionally favor any account over another and that each participating account will receive the average share price and will share pro rata in the transaction costs. From time to time an aggregated order involving multiple accounts does not receive sufficient securities to fill all the accounts. In these instances, clients will participate on a pro rata basis in any partially

filled orders.

Certain advisory arrangements are non-discretionary, where clients retain investment discretion with respect to transactions in the account and must approve our recommendations before we can implement such recommendations. We may provide our recommendations to such clients at the same time we seek to implement the recommendations to our discretionary clients. To the extent there is a delay in obtaining approval from non-discretionary clients, such transactions will be executed after the transactions of our discretionary clients. This may result in non-discretionary clients obtaining a price that is different and, in some cases, less favorable than those account trades that are executed first. Beginning in 2018, we no longer accept new non-discretionary account relationships. Use of Soft Dollars Although we select broker-dealers primarily on the basis of their execution capabilities, our selection of broker-dealers to execute transactions involving the Funds and other accounts that permit us to do so (either now or in the future) may include a consideration of the quality and amount of the research and researchrelated services the selected broker-dealer provides us. As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, and regulatory guidance from the SEC, we may pay a broker a brokerage commission higher than that which another broker might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by the broker. In other words, we may use client commissions or “soft dollars” to obtain research or brokerage services that benefit us and our client accounts. Clients should be aware of the conflicts of interest created by the use and allocations of soft dollar arrangements. We receive a benefit by using soft dollars because we do not have to produce or pay for the research or services. This benefit may be seen as creating an incentive to select a broker or dealer to execute client trades based on our receiving the research or services, rather than on clients’ interest in receiving most favorable execution. In addition, soft dollar benefits have the potential to cause an investment adviser to trade frequently to generate soft dollar commissions to pay for these products or services, which may not be in the best interests of clients. Our investment strategy and trading procedures mitigate these potential conflicts. We have adopted policies and procedures concerning soft dollars, which address all aspects of our use of client commissions and require that such use be consistent with Section 28(e), provide lawful and appropriate assistance in the investment decision-making process, and that the value of the research or brokerage service obtained be reasonable in relation to the commissions paid. As a general matter, the research services we receive from broker-dealers are used to service all of our accounts that invest in securities. However, any particular research service may not be used to service each and every client account and may not benefit the particular accounts that generated the brokerage commissions. We do not try to allocate soft dollar benefits to client accounts proportionately to the soft dollar commissions the accounts generate. The Funds currently generate a majority of the soft dollars, and other accounts benefit from the amounts accrued. The soft dollar benefits we received in the last fiscal year were all research-related and are designed to augment our own internal research and investment strategy capabilities. We received written fundamental research on individual companies, written research focused on investment strategy or economics, access to analysts who write fundamental research (most frequently by telephone, occasionally in person), access to broker-dealer sponsored investor events and access to company management roadshows. Our Brokerage Committee is comprised of the members of the Investment Committee. The CCO, the Operations Manager, and the IT & Trading Manager attend as non-voting members. The Committee is responsible for our procedures concerning the use of client commissions. It is responsible for approving any new soft dollar brokerage relationship and for reviewing research and quality of execution semi24

annually to make determinations as to the reasonableness of the brokerage allocation, as well as the price for such services versus the value received. At least twice a year, the Brokerage Committee reviews the performance of those broker-dealers that execute our discretionary brokerage transactions to guide the allocation of trades for the upcoming six-month period. We do not enter into agreements with any broker-dealers which obligate us to direct a certain amount of brokerage or commission in return for research and services. We also do not “backstop” or otherwise guarantee any broker’s financial obligation to a third party for such research and services. However, certain broker-dealers may state in advance the amount of brokerage commissions they require for certain research or services and the applicable cash equivalent. We utilize brokerage commissions to acquire research and related services from third party vendors and broker-dealers through commission-sharing arrangements (“CSAs”). CSAs are agreements between an investment adviser and a broker-dealer in which the executing broker allocates a portion of brokerage commissions to a “commission pool,” which can be used to acquire third party research from another broker. Trade Errors Occasionally, a mistake may occur in the execution of a trade. Errors may occur for a number of reasons; examples include, but are not limited to, the following: • Buying or selling the wrong security; • Buying, selling, or allocating the incorrect number of shares; • Buying or selling a security in the wrong account; • Buying rather than selling a security; • Selling rather than buying a security; • Buying or selling securities not authorized for a client's account; • Failing to follow specific client instructions to purchase, sell or hold securities; or • Buying or selling in violation of one of our policies. To the extent that correction of an error results in a loss to the client's account, we will reduce the next quarterly billing or reimburse the client. To the extent the correction results in a gain to the client's account, we allow the client to keep the benefit. If the error was attributable to a broker’s action, we will seek reimbursement from the broker. Certain brokers have policies in which they will absorb gains or losses below certain thresholds, which vary among brokers and is generally around $100. This policy relieves us of the financial obligation to reimburse losses less than the established threshold.

With the exception of the broker-dealer referrals discussed in Item 12 - Brokerage Practices, we do not provide direct or indirect compensation for client referrals. Please see Item 12 - Brokerage Practices above regarding soft dollar benefits we receive from brokerdealers that execute our discretionary brokerage transactions and benefits we receive from certain broker- dealer custodians that we recommend or who otherwise serve as custodians to our clients.

We are required to disclose all material facts regarding any legal or disciplinary events that may be material to your evaluation of us or the integrity of our management. There are no such events and, as a result, we have no information responsive to this Item.

As a general matter, accounts are continuously reviewed by the investment manager responsible for the account. Certain accounts may be reviewed more frequently in the event one or more of the following occurs: • Cash flow into or out of the account; • An imbalance due to an over- or under-weighted security or security group; • The holding of a security that is being considered for sale; • A bond maturity or call; • Evidence of cash reserves that should be reduced; • A change of objectives; • A change in the personal situation of the client; or • Any matter which may have material bearing on the investment portfolio.

Although only one investment manager is assigned to each account, the investment managers work closely together as a team to leverage each individual's experience. Each investment manager is assigned between 75 and 250 accounts reflecting between 25 and 130 separate client relationships. Quarterly written reports are furnished to clients, which include the portfolio holdings, a list of transactions during the quarter and a general economic overview. Our investment and operations personnel are responsible for the ongoing review of the Private Fund(s), which includes ongoing reviews of any investments entered into by the Private Fund(s). Each investor in a Private Fund receives the following:

Within 120 days after the end of each fiscal year, an annual audited financial statement for the Private Fund prepared by independent certified public accountants, together with schedules showing current valuations of the Portfolio Companies as of the end of such year (including a statement of each investor’s closing capital account balance and each adjustment to such capital account during such year);

Within 45 days after the end of each of the first three fiscal quarters of each fiscal year, an unaudited financial statement for the Private Fund for such quarter (showing each investor’s capital account balance and each adjustment thereto during such quarter);

Within 90 days after the end of each fiscal year, each investor’s respective Schedule K-1; and

Quarterly, unaudited written interim reports providing a narrative summary of the status of each Portfolio Company.

We intend to provide investors with information reasonably necessary to prepare their tax returns and will provide estimates if such information is not available sufficiently in advance.

We require that all clients maintain their assets with independent, third-party custodians. Such custodians are typically banks or broker-dealers. Although we do not have physical custody of separately managed client assets, we are deemed to have constructive custody of your assets if, for example, you authorize us to instruct your custodian to deduct our advisory fees directly from your account, if you grant us authority to move your money to another person’s account or one of your accounts that is under a different registration, or if one of our employees serves as trustee of your account (and you are not a family member of such employee). All clients should request account statements on at least a quarterly basis directly from their custodians showing all transactions in the client’s custodial account(s) during the period and listing assets held in each account as

of the end of the period. We urge you to carefully review such statements and compare these official custodial records to the account statements that we may provide to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. If you have any questions about your statements or notice any discrepancies, please contact us. We also ask that you contact us if you stop receiving at least quarterly statements from your custodian. We are deemed to have custody over client assets with respect to each Private Fund that we manage. The safeguarding of Private Fund assets and compliance with the Advisers Act is of primary importance to us. When applicable, cash and securities are maintained at a financial institution that meets the definition of qualified custodian under the Advisers Act. See Form ADV Part 1 for a complete list of qualified custodians for each Private Fund. In addition, the audited financial statements of each Private Fund are prepared in accordance with U.S. GAAP and are distributed to all Private Fund investors within 120 days of the end of the Private Fund’s fiscal year. The audits are performed by an accounting firm registered with, and subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules.

We typically manage separately managed client accounts on a discretionary basis. This means that we, without obtaining client approval in advance, can:

Buy and sell securities; Determine the amount of securities to be bought and sold; Determine which broker or dealer to use; and Negotiate commission rates.

Clients authorize this discretion in their investment management agreements with us. Clients may limit this discretion by providing us with investment guidelines or policies. Such guidelines or policies generally describe permitted and prohibited investments, strategies and techniques and may contain limitations or restrictions regarding the nature or amount of certain investments. Some clients’ investment guidelines or policies are too restrictive for us to operate with our usual discretion. In these situations, we may agree with the client to treat the account as non-discretionary. This means we must typically obtain client approval before executing a transaction in the client’s account. Beginning in 2018, we no longer accept new non-discretionary accounts. Whether a client’s account is discretionary or non-discretionary will be determined by the investment management agreement between the client and us, as well as any related documentation. We have been appointed as the investment adviser and general partner of each Private Fund with full discretionary trading and investment authorization. Investments made are done in accordance with the investment objectives and guidelines as set forth in the relevant Governing Documents.

As a general matter, we agree to vote proxies for the Funds, separately managed client accounts subject

to ERISA, certain other advisory accounts and subadvised accounts. If we agree to vote proxies, it will be reflected in the applicable investment management agreement. We specifically will not vote proxies related to shares of the Funds held in client accounts. For those accounts where we do accept proxy voting responsibility, we have adopted and implemented proxy voting policies with the goal of ensuring that all proxies are voted in the clients’ best interest. As a general rule, we vote in favor of management on all proxy statement proposals considered to be noncontroversial in nature. Proposals considered controversial or non-routine require special case by case consideration by our Investment Committee. Examples of such proposals include certain amendments to the articles of incorporation and corporate by- laws, acquisition or merger related proposals, significant changes in control, and proposals related to a change to incentive plans with the potential of increasing the outstanding common shares by 10 percent or more. We will vote against any proposal to declassify the board structure of a publicly held company. For those accounts where we have accepted proxy voting responsibility, clients may direct how we vote a particular proxy solicitation within their account by providing written direction. With respect to proxy voting conflicts, such as an issuer who is also an advisory client or an advisory client who is a senior level executive or a member of a Board of Directors of a company in which we invest, our Investment Committee identifies and determines the materiality of any potential conflicts between our interests and those of our clients. Due to the size and nature of our business, it is anticipated that material conflicts of interest will rarely occur. Whenever a material conflict of interest does exist, we will address it in one of the following ways:

The proxy will be voted according to the predetermined voting policy, provided that the proposal at issue is not one which the policy requires to be considered on a case- by-case basis and that exercising the predetermined policy may not result in a vote in favor of management of a company where the conflict involved is the fact that we do business with the company; or In conflict situations which cannot be addressed using the predetermined voting policy, we will resolve them by disclosing the conflict to clients and by obtaining the clients’ consent before voting.

Clients for whom we do not have voting authority should ensure that they receive proxies and other solicitations from their custodian or transfer agent. Clients may contact us with questions regarding a proxy solicitation. Pursuant to each Private Fund’s Governing Documents, the general partner is responsible for the management, policies, and operations of each Private Fund. On behalf of the general partner of each of the Private Funds, the adviser generally originates and recommends investment opportunities to the Private Funds, monitors, and evaluates investments and provides other related services as each Private Fund may reasonably request. To the extent we exercise or are deemed to be exercising voting authority over the Private Fund securities, we shall vote those securities in accordance with our proxy voting policies and procedures. In such cases, each proxy proposal received by the adviser will be thoroughly reviewed in order to ensure that such proxy is voted in the best interests of the Private Fund. We may occasionally be subject to material conflicts of interest in the voting of proxies for Private Funds due to business or personal relationships we maintain with persons having an interest in the outcome of certain votes. We may also occasionally have business or personal relationships with the proponents of proxy proposals, participants in proxy contests, corporate directors and officers, or candidates for directorships. In addition, conflicts may arise as a result of an investment being held in multiple Private Funds with differing investment objectives. If at any time we become aware of a material conflict of interest relating to a particular proxy proposal, we will handle such proposal by requiring such proposal be reviewed by the CCO and investment personnel, who will determine how to vote the proxy in a

manner consistent with the Private Funds’ best interest.

A copy of our complete proxy voting policies and procedures, as well as information concerning how we voted proxies, is available upon request using the contact information on page 1.

We are required to provide you with certain information about our financial condition. We have no financial condition that impairs our ability to meet contractual and fiduciary commitments to clients, and we have never been the subject of a bankruptcy proceeding.