M&A - PROFESSIONALLY MANAGED PORTFOLIOS

Form Type: N-14/A

Filing Date: 2025-07-16

Corporate Action: Merger

Type: New

Accession Number: 000089418925005009

Filing Summary: PROFESSIONALLY MANAGED PORTFOLIOS is filing a registration statement on Form N-14/A regarding the proposed reorganization of the Akre Focus Fund (a mutual fund) into the Akre Focus ETF (an exchange-traded fund). The Board of Trustees has approved the reorganization, which is subject to shareholder approval at a special meeting scheduled for September 19, 2025. The reorganization will involve the transfer of assets and liabilities from the Mutual Fund to the ETF in exchange for ETF shares, with the liquidations proceeding afterward. Shareholders are likely to not recognize a taxable gain or loss, except for cash received in lieu of fractional shares. The main objectives of the reorganization include enhancing tax efficiency, increasing liquidity, and providing lower expenses for shareholders. For shareholders to receive ETF shares, they must hold their Mutual Fund shares in a Qualifying Brokerage Account by the cutoff date of October 20, 2025. If they fail to do so, their investments will be liquidated for cash based on the net asset value of their Mutual Fund shares. The anticipated completion date of the reorganization is around October 24, 2025 if approved.

Form Type: N-14

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000089418925004658

Filing Summary: Professionally Managed Portfolios has filed a registration statement under the Securities Act of 1933 for the Akre Focus Fund's reorganization into an exchange-traded fund (ETF) called Akre Focus ETF. This reorganization requires shareholder approval. The conversion aims to maintain the same investment objectives and strategies but provides potential benefits such as lower expenses, increased liquidity, and enhanced tax efficiency. The reorganization will allow shareholders to receive ETF shares equivalent to their existing Mutual Fund shares without recognizing a taxable gain, except for fractional shares. A special meeting for shareholders to vote on this proposal is scheduled for September 19, 2025. If approved, the reorganization is expected to close around October 24, 2025, with specific deadlines for necessary account changes noted. Should the reorganization not be approved, the Mutual Fund will consider its options for the future.

Form Type: 497

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000089418925004319

Filing Summary: The document is a supplement dated June 4, 2025, to the Statutory Prospectus and Statement of Additional Information for the Akre Focus Fund, announcing a planned conversion from a mutual fund to an exchange-traded fund (ETF) pending shareholder approval. The Board of Trustees approved the Reorganization on May 21, 2025, with a special meeting of shareholders scheduled for August 28, 2025, to vote on the proposal. The conversion is expected to occur on or about September 26, 2025, and aims to qualify as a tax-free reorganization under the Internal Revenue Code. Shareholders of the Mutual Fund will need to hold their shares in brokerage accounts that can accept ETF shares by the cutoff date of September 22, 2025. The document outlines the benefits of the ETF structure including tax efficiency, trading flexibility, and management fee structure changes, providing detailed information on fee comparisons between the Mutual Fund and ETF. It also discusses the implications of share class consolidation prior to the conversion, including that the Mutual Fund will dissolve following the completion of the Reorganization, with ETF shares issued to qualifying shareholders based on their investment proportions in the Mutual Fund.