UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-22563 |
|
Mairs & Power Funds Trust |
(Exact name of registrant as specified in charter) |
|
332 Minnesota Street, Suite W1520, St. Paul, MN | | 55101 |
(Address of principal executive offices) | | (Zip code) |
|
Andrea C. Stimmel, Treasurer, 332 Minnesota Street, Suite W1520, St. Paul, MN 55101 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | 651-222-8478 | |
|
Date of fiscal year end: | December 31, 2017 | |
|
Date of reporting period: | June 30, 2017 | |
| | | | | | | | |
Item 1. Reports to Stockholders.
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_aa001.jpg)
Investing for the long-term
SEMI-ANNUAL REPORT
JUNE 30, 2017
- GROWTH FUND (MPGFX)
est. 1958
- BALANCED FUND (MAPOX)
est. 1961
- SMALL CAP FUND (MSCFX)
est. 2011
Mairs & Power W1520 First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota 55101 www.mairsandpower.com
MAIRS & POWER FUNDS MARKET COMMENTARY (unaudited)
June 30, 2017
With the baseball season in full swing, the current stock market could be described as betting on a few "home run hitters" that have driven much of the market's performance this year. These mostly large cap tech stocks such as Apple, Amazon, Google parent Alphabet, Facebook, and Netflix, have benefited as investors "grab for growth." This is a typical pattern in the latter stages of a recovery, further reinforced by the large amounts of money pouring into passive investment funds where these stocks make up a large portion of the market basket.
For the second quarter and first half of 2017, the S&P 500 Total Return (TR) was 3.09% and 9.34%, and the Dow Jones Industrial Average TR was 3.95% and 9.35%, respectively. Our other key benchmark, the Bloomberg Barclays Government/Credit Bond Index return was 1.69% and 2.66%, respectively.
Outlook
While the market run up since the election of Donald Trump and a Republican Congress last fall had been explained in part by market expectations for regulatory relief and lower taxes, political gridlock has tempered those expectations for the near-term. In fact, as we pointed out last quarter, another explanation for the current strong market can be found in the fundamentals.
Between mid-2015 and mid-2016 we experienced four straight quarters of declining earnings for the S&P 500 before earnings again turned positive in the third quarter of last year. We are once again seeing steady growth with four consecutive quarters of year over year improvement, reaching 14% growth in Q1 and continued growth in Q2. And it's not just the U.S. that is exhibiting fundamental improvement. European economies are clearly improving, benefiting globally exposed U.S. companies as well as overseas stocks. Although the market's price earnings ratio is near the high end of its 10-year range, making the market look expensive, reacceleration of both revenue and earnings growth supports current valuations. While second quarter earnings have yet to be reported, we expect the positive trend to continue and project that earnings growth could be in the range of 10% for the full year.
We are now eight years into the current cycle. The unemployment rate continues to drop, resulting in a tight labor market which would typically put upward pressure on wages, causing some to worry about inflation. But wage growth and inflation remain subdued. As it attempts to keep the economy on a steady course without overheating, the Federal Reserve (Fed) raised interest rates in mid-June, the fourth rate hike this cycle, and we expect at least one additional hike this year. Even with higher rates, our estimate for gross domestic product (GDP) growth remains between two and two-and-one-half percent for the full year. An environment of steady economic growth, low inflation and increasing earnings bodes well for stocks. However, given current valuations, the market could be unforgiving if earnings disappoint.
Gross Domestic Product (GDP) is the monetary value of all the finished goods and services produced within a country's borders in a specific time period, though GDP is usually calculated on an annual basis.
Dow Jones Industrial Average TR Index is a price-weighted average of 30 significant stocks traded on the New York Stock Exchange and the NASDAQ. It is not possible to invest directly in an index.
Bloomberg Barclays U.S. Government/Credit Bond Index is a broad-based flagship benchmark that measures the non-securitized component of the U.S. Aggregate Index. It includes investment-grade, U.S. dollar-denominated, fixed-rate Treasuries, government-related and corporate securities. It is not possible to invest directly in an index.
Price Earnings Ratio is the ratio of a company's share price to its per-share earnings.
S&P 500 Total Return (TR) Index (S&P 500) is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
1
MAIRS & POWER GROWTH FUND (unaudited)
To Our Shareholders: June 30, 2017
The Mairs & Power Growth Fund gained 2.62% in the second quarter and 7.91% for the first half of 2017, slightly behind the S&P 500 Total Return (TR) benchmark which was up 3.09% and 9.34% over the same periods, as well as the Lipper Multi Cap Core Funds Index of peers, which was up 2.86% and 8.60% respectively. Health Care and Industrials sectors were the largest positive contributors to the Fund's relative performance in the first half as the sectors performed well and stock selection remained a positive factor.
The market continued its strong post-election performance through the first half of 2017 but, as was pointed out in the first paragraph of the Funds' Market Commentary, much of the performance was due to the market betting on a few "home run hitters," mostly large cap tech stocks. By contrast, the Mairs & Power Growth Fund invests in companies of different sizes across a variety of industries, but with one common characteristic. We focus on solid companies that possess durable competitive advantages and hold those stocks for a long time. Successful over the long-term, our investment approach tends to lag the market late in the cycle. We believe this is happening again.
But, like a successful baseball team made up of strong players contributing throughout the season, lasting investment success is built on a portfolio of strong companies contributing at different times through a full investment cycle. While we continue to look for good companies with durable competitive advantages, the stocks of those companies can be overlooked in a narrow, growth-obsessed market such as the current one.
MAIRS & POWER GROWTH FUND (MPGFX)
Top Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Graco Inc. | | | 12.99 | % | | Baxter International Inc. | | | 27.20 | % | |
Bio-Techne Corp. | | | 12.50 | % | | Graco Inc. | | | 22.18 | % | |
Toro Co. | | | 7.84 | % | | Medtronic PLC | | | 15.26 | % | |
Medtronic PLC | | | 7.08 | % | | Toro Co. | | | 14.50 | % | |
3M Co. | | | 5.72 | % | | 3M Co. | | | 7.25 | % | |
Weak Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Schlumberger Ltd. | | | -18.79 | % | | Target Corp. | | | -36.95 | % | |
Fastenal Co. | | | -18.57 | % | | Schlumberger Ltd. | | | -30.91 | % | |
CH Robinson Worldwide Inc. | | | -14.23 | % | | General Mills Inc. | | | -19.65 | % | |
The Walt Disney Co. | | | -9.39 | % | | Bemis Co. Inc. | | | -12.62 | % | |
Bemis Co. Inc. | | | -8.43 | % | | US Bancorp | | | -8.27 | % | |
Past performance is no guarantee of future results.
For example, the market's continued focus on stocks like Amazon, a company that has arguably transformed the retail landscape, can create an overly simplistic view of real value elsewhere. Fastenal (FAST), a Winona, Minnesota-based industrial supplier that has long been a portfolio holding, is a case in point. As the internet makes physical retail stores less relevant, Fastenal is successfully competing in this new world by placing facilities right in its customers' plants. With its physical locations on-site at customer locations, Fastenal has made it difficult for competitors to gain a toehold. But the market has misinterpreted the company's strategy, focusing on gross margins which are under pressure as Fastenal gives customers price concessions to gain this physical on-site advantage. Fastenal's approach delivers an extremely attractive return on invested capital because the company can reduce investments in its own brick and mortar stores.
2
MAIRS & POWER GROWTH FUND (unaudited) (continued)
Graco (GGG), a Minneapolis-based company focused on industrial and commercial fluid management systems, is another example. The stock has also been a good long-term holding that struggled in 2014 – 2015 as the industrial sector underperformed. When the company's end markets were weak, the company invested in expanded distribution and product innovation. We remained confident in management's ability to manage through the economic cycle. Now Graco is seeing strength across all business lines and geographic markets and its cost discipline allows improvements to go right to the bottom line. We think both Fastenal's and Graco's strategies are the right ones for long-term business success and attractive investment returns.
Mark L. Henneman Lead Manager | | Andrew R. Adams Co-Manager | |
The Fund's investment objective, risks, charges and expenses must be considered carefully before investing. The summary prospectus or full prospectus contains this and other important information about the Fund and they may be obtained by calling Shareholder Services at (800) 304-7404 or by visiting www.mairsandpower.com. Read the summary prospectus or full prospectus carefully before investing.
All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or an offer of a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
All investments have risks. The Growth Fund is designed for long-term investors. Equity investments are subject to market fluctuations and the Fund's share price can fall because of weakness in the broad market, a particular industry or specific holdings. Investments in small and midcap companies generally are more volatile. International investing risks include among others political, social or economic instability, difficulty in predicting international trade patterns, taxation and foreign trading practices and greater fluctuations in price than U.S. corporations.
Diversification does not guarantee profit or protect against loss.
S&P 500 Total Return (TR) Index is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
Lipper Multi-Cap Core Funds Index measures the performance of the 30 largest mutual funds that invest in a variety of capitalization ranges, without concentrating 75% or more of their equity assets in any one market capitalization range over an extended period of time, as determined by Lipper, Inc. It is not possible to invest directly in an index.
3
Mairs & Power Growth Fund
PERFORMANCE INFORMATION (unaudited) June 30, 2017
Ten years of investment performance (through June 30, 2017)
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund 10 years ago.
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_ca002.jpg)
Average annual total returns for periods ended June 30, 2017
| | 1 year | | 5 years | | 10 years | | 20 years | |
Mairs & Power Growth Fund | | | 12.13 | % | | | 14.09 | % | | | 8.05 | % | | | 9.66 | % | |
S&P 500 Total Return Index(1) | | | 17.90 | % | | | 14.63 | % | | | 7.18 | % | | | 7.15 | % | |
Performance data quoted represents past performance and does not guarantee future results. All performance information shown includes the reinvestment of dividend and capital gain distributions, but does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. For the most recent month-end performance figures, visit the Fund's website at www.mairsandpower.com or call Shareholder Services at (800) 304-7404.
(1) The S&P 500 Total Return Index is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
4
Mairs & Power Growth Fund
FUND INFORMATION (unaudited) June 30, 2017
Portfolio Managers
Mark L. Henneman (C.F.A.), lead manager since
July 1, 2013, co-manager from January 1, 2006
through June 30, 2013, University of Minnesota, MBA Finance 1990
Andrew R. Adams (C.F.A.), co-manager since January 1, 2015, University of Wisconsin-Madison, MS Finance 1997
General Information
Fund Symbol | | | MPGFX | | |
Net Asset Value (NAV) Per Share | | $ | 122.02 | | |
Expense Ratio | | | 0.64 | %1 | |
Portfolio Turnover Rate | | | 4.79 | % | |
Sales Charge | | | None2 | | |
Fund Inception Year | | | 1958 | | |
Portfolio Composition
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_ca003.jpg)
Top Ten Portfolio Holdings
(Percent of Total Net Assets) 3
Ecolab Inc | | | 4.9 | % | |
US Bancorp/MN | | | 4.6 | | |
3M Co | | | 4.2 | | |
Graco Inc | | | 4.2 | | |
Medtronic PLC | | | 4.0 | | |
Honeywell International Inc | | | 4.0 | | |
Johnson & Johnson | | | 3.7 | | |
Donaldson Co Inc | | | 3.4 | | |
Hormel Foods Corp | | | 3.1 | | |
Abbott Laboratories | | | 3.0 | | |
Portfolio Diversification
(Percent of Total Net Assets)
Common Stocks 98.4% | |
Industrials | | | 29.1 | % | |
Health Care | | | 23.9 | | |
Financials | | | 12.7 | | |
Materials | | | 10.6 | | |
Information Technology | | | 9.9 | | |
Consumer Staples | | | 5.6 | | |
Consumer Discretionary | | | 4.6 | | |
Energy | | | 2.0 | | |
Short-term Investments 1.6%4 | | | 1.6 | | |
| | | 100.0 | % | |
1 Ratio has been annualized for the six month period ended June 30, 2017.
2 Although the Fund is no-load, investment management fees and other expenses still apply.
3 All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or offer for a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
4 Represents short-term investments and other assets and liabilities (net).
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Mairs & Power, Inc. (the "Adviser").
5
Mairs & Power Growth Fund
SCHEDULE OF INVESTMENTS (unaudited) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS 98.4% | |
| | CONSUMER DISCRETIONARY 4.6% | |
| 290,000 | | | Gentherm Inc (b) | | $ | 11,252,000 | | |
| 1,230,000 | | | Target Corp | | | 64,316,700 | | |
| 1,275,000 | | | Walt Disney Co/The | | | 135,468,750 | | |
| | | 211,037,450 | | |
| | CONSUMER STAPLES 5.6% | |
| 2,040,000 | | | General Mills Inc | | | 113,016,000 | | |
| 4,220,000 | | | Hormel Foods Corp | | | 143,944,200 | | |
| | | 256,960,200 | | |
| | ENERGY 2.0% | |
| 1,450,000 | | | Schlumberger Ltd (a) | | | 95,468,000 | | |
| | FINANCIALS 12.7% | |
| 760,000 | | | American Express Co | | | 64,022,400 | | |
| 1,760,000 | | | Associated Banc-Corp | | | 44,352,000 | | |
| 1,150,000 | | | Great Western Bancorp Inc | | | 46,931,500 | | |
| 1,520,000 | | | Principal Financial Group Inc | | | 97,386,400 | | |
| 270,000 | | | Travelers Cos Inc/The | | | 34,163,100 | | |
| 4,095,000 | | | US Bancorp/MN | | | 212,612,400 | | |
| 1,540,000 | | | Wells Fargo & Co | | | 85,331,400 | | |
| | | 584,799,200 | | |
| | HEALTH CARE 23.9% | |
| 2,870,000 | | | Abbott Laboratories | | | 139,510,700 | | |
| 830,000 | | | Baxter International Inc | | | 50,248,200 | | |
| 905,000 | | | Bio-Techne Corp | | | 106,337,500 | | |
| 395,000 | | | Eli Lilly & Co | | | 32,508,500 | | |
| 1,305,000 | | | Johnson & Johnson | | | 172,638,450 | | |
| 2,080,000 | | | Medtronic PLC (e) | | | 184,600,000 | | |
| 1,305,000 | | | Patterson Cos Inc | | | 61,269,750 | | |
| 2,780,000 | | | Pfizer Inc | | | 93,380,200 | | |
| 3,510,000 | | | Roche Holding AG (d) | | | 111,618,000 | | |
| 305,000 | | | UnitedHealth Group Inc | | | 56,553,100 | | |
| 745,000 | | | Zimmer Holdings Inc | | | 95,658,000 | | |
| | | 1,104,322,400 | | |
| | INDUSTRIALS 29.1% | |
| 925,000 | | | 3M Co | | | 192,575,750 | | |
| 1,285,000 | | | CH Robinson Worldwide Inc | | | 88,253,800 | | |
| 3,400,000 | | | Donaldson Co Inc | | | 154,836,000 | | |
| 1,530,000 | | | Fastenal Co | | | 66,600,900 | | |
6
Mairs & Power Growth Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS (continued) | |
| | INDUSTRIALS (continued) | |
| 540,000 | | | Generac Holdings Inc (b) | | $ | 19,510,200 | | |
| 2,170,000 | | | General Electric Co | | | 58,611,700 | | |
| 1,760,000 | | | Graco Inc | | | 192,332,800 | | |
| 1,370,000 | | | Honeywell International Inc | | | 182,607,300 | | |
| 1,660,000 | | | Pentair PLC (a) | | | 110,456,400 | | |
| 320,000 | | | Proto Labs Inc (b) | | | 21,520,000 | | |
| 200,000 | | | Snap-on Inc | | | 31,600,000 | | |
| 415,000 | | | Tennant Co | | | 30,627,000 | | |
| 1,835,000 | | | Toro Co/The | | | 127,147,150 | | |
| 590,000 | | | United Parcel Service Inc, Class B | | | 65,248,100 | | |
| | | 1,341,927,100 | | |
| | INFORMATION TECHNOLOGY 9.9% | |
| 79,000 | | | Alphabet Inc (b) | | | 71,789,670 | | |
| 1,250,000 | | | Badger Meter Inc | | | 49,812,500 | | |
| 1,350,000 | | | Corning Inc | | | 40,567,500 | | |
| 2,080,000 | | | Cray Inc (b) (f) | | | 38,272,000 | | |
| 780,000 | | | Fiserv Inc (b) | | | 95,425,200 | | |
| 284,000 | | | NVE Corp (f) | | | 21,868,000 | | |
| 1,050,000 | | | QUALCOMM Inc | | | 57,981,000 | | |
| 930,000 | | | Stratasys Ltd (a) (b) | | | 21,678,300 | | |
| 3,050,000 | | | Western Union Co/The | | | 58,102,500 | | |
| | | 455,496,670 | | |
| | MATERIALS 10.6% | |
| 2,920,000 | | | Bemis Co Inc | | | 135,050,000 | | |
| 1,719,999 | | | Ecolab Inc | | | 228,329,867 | | |
| 2,491,600 | | | HB Fuller Co | | | 127,345,676 | | |
| | | 490,725,543 | | |
| | | | TOTAL COMMON STOCKS (cost $2,563,866,378) | | $ | 4,540,736,563
| | |
| | SHORT-TERM INVESTMENTS 1.7% | |
| 77,104,357 | | | First American Government Obligations Fund, Class Z, 0.84% (c) (cost $77,104,357) | | $ | 77,104,357
| | |
7
Mairs & Power Growth Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | TOTAL INVESTMENTS 100.1% (cost $2,640,970,735) | | $ | 4,617,840,920
| | |
| | OTHER ASSETS AND LIABILITIES (NET) (0.1)% | | | (3,315,770 | ) | |
| | TOTAL NET ASSETS 100.0% | | $ | 4,614,525,150 | | |
(a) Foreign security denominated in U.S. dollars. As of June 30, 2017, these securities represented $227,602,700 or 4.9% of total net assets.
(b) Non-income producing.
(c) The rate quoted is the annualized seven-day effective yield as of June 30, 2017.
(d) American Depositary Receipt.
(e) Issuer headquartered overseas but considered domestic. In determining whether a security is foreign or domestic, the Adviser will generally look at the location of the headquarters of the issuer. However, if the issuer is believed by the Adviser to be headquartered in a jurisdiction primarily for tax purposes, the Adviser will consider the following additional factors: 1) the location of the primary exchange trading its securities; 2) where it derives the majority of its revenues, and/or 3) where it earns the majority of its profits.
(f) Affiliated company at June 30, 2017.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Adviser.
See accompanying Notes to Financial Statements.
8
MAIRS & POWER BALANCED FUND (unaudited)
To Our Shareholders: June 30, 2017
The Balanced Fund gained 2.30% for the second quarter and 5.49% for the first half of 2017 compared with its benchmark composite index (60% S&P 500 Total Return Index and 40% Bloomberg Barclays Government/Credit Bond Index) which gained 2.53% and 6.64% and the Morningstar Moderate Target Risk Index which gained 2.60% and 6.90%, for the second quarter and first half respectively.
On the equity side, an overweight position in the health care sector was the largest positive contributor to relative performance for the first half. Despite political uncertainty around health care reform, health care stocks continue to do well. The market continued its strong post-election performance through the first half of 2017, but as was pointed out in the first paragraph of the Funds' Market Commentary, much of the performance was due to the market betting on a few "home run hitters," mostly large cap tech stocks. By contrast, the Mairs & Power Balanced Fund invests in companies of different sizes across a variety of industries, but with one common characteristic. We focus on solid companies that possess durable competitive advantages and hold those stocks for a long time. Successful over the long-term, our investment approach tends to lag the market late in the cycle, where we are currently, when investors chase after growth wherever they can find it. But, like a successful baseball team made up of strong players contributing throughout the season, we believe lasting investment success is built on a portfolio of strong companies contributing through a full investment cycle.
Our multi-industry and multi-cap approach can be seen in the fact that in the first half of 2017 we added four smaller upper Midwest companies as new names to the Balanced Fund: Great Western Bancorp (GWB), Physicians Realty Trust (DOC), Bio-Techne Corp (TECH) and Fastenal (FAST). All four have been held in other Mairs & Power portfolios where we could closely observe their performance over time.
Fastenal illustrates how a narrow, growth-obsessed market such as the current one can create an overly simplistic view of real value elsewhere. As the internet makes physical retail stores less relevant, the Winona, Minnesota-based industrial supplier is successfully competing in this new world by placing facilities right in its customers' plants. With its physical locations on-site at customer locations, Fastenal has made it virtually impossible for competitors to gain a toehold. But the market has misinterpreted the company's strategy, focusing on gross margins which are under pressure as Fastenal gives customers price concessions to gain this physical on-site advantage. Fastenal's approach delivers an extremely attractive return on invested capital because the company no longer needs to invest in its own brick and mortar stores.
MAIRS & POWER BALANCED FUND (MAPOX)
Top Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Graco Inc. | | | 12.99 | % | | Baxter International Inc. | | | 26.40 | % | |
Corning Inc. | | | 8.21 | % | | Graco Inc. | | | 16.42 | % | |
Medtronic PLC | | | 7.08 | % | | Abbott Laboratories | | | 14.25 | % | |
Abbott Laboratories | | | 6.37 | % | | Medtronic PLC | | | 12.41 | % | |
3M Co. | | | 5.72 | % | | Corning Inc. | | | 8.97 | % | |
Weak Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Schlumberger Ltd. | | | -18.79 | % | | Target Corp. | | | -36.95 | % | |
International Business Machines Corp. | | | -14.75 | % | | Schlumberger Ltd. | | | -30.91 | % | |
CH Robinson Worldwide Inc. | | | -14.23 | % | | General Electric Co. | | | -23.87 | % | |
General Electric Co. | | | -12.45 | % | | Chevron Corp. | | | -20.70 | % | |
Western Union Co. | | | -9.48 | % | | Exxon Mobil Corp. | | | -19.90 | % | |
Past performance is no guarantee of future results.
9
MAIRS & POWER BALANCED FUND (unaudited) (continued)
Graco (GGG), a Minneapolis-based company focused on industrial and commercial fluid management systems, is another example. The stock has also been a good long-term holding that struggled in 2014 – 2015 as the industrial sector underperformed. When the company's end markets were weak, they invested in expanding distribution and in innovation to improve existing products and develop new ones in order to maintain a leg up on the competition. We remained confident in management's ability to manage through the economic cycle. Now Graco is seeing strength across all end-user business lines and geographic markets and their cost discipline allows improvements to go right to the bottom line. We think both Fastenal's and Graco's strategies are the right ones for long-term business success and attractive investment returns.
On the fixed income side, the Fed raised interest rates in the quarter and we expect another modest hike later this year. As a result, we are seeing short-term rates rise compared to longer-term rates, although inflation remains in check. The Fed has also indicated it will begin unwinding its holdings of mortgage backed securities at some point in the next several quarters. The pace of both Fed moves is what most market observers are focused on. In the current environment, we have leaned toward shorter maturity securities as a more opportunistic and defensive posture in a rising interest rate environment, and we are maintaining that approach.
Ronald L. Kaliebe Lead Manager | | Kevin V. Earley Co-Manager | |
The Fund's investment objective, risks, charges and expenses must be considered carefully before investing. The summary prospectus or full prospectus contains this and other important information about the Fund and they may be obtained by calling Shareholder Services at (800) 304-7404 or by visiting www.mairsandpower.com. Read the summary prospectus or full prospectus carefully before investing.
All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or an offer of a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
All investments have risks. The Balanced Fund is designed for long-term investors. Equity investments are subject to market fluctuations and the Fund's share price can fall because of weakness in the broad market, a particular industry or specific holdings. Investments in small and midcap companies generally are more volatile. International investing risks include among others political, social or economic instability, difficulty in predicting international trade patterns, taxation and foreign trading practices, and greater fluctuations in price than U.S. corporations. The Fund is subject to yield and share price variances with changes in interest rates and market conditions. Investors should note that if interest rates rise significantly from current levels, bond total returns will decline and may even turn negative in the short-term. There is also a chance that some of the Fund's holdings may have their credit rating downgraded or may default.
Diversification does not guarantee profit or protect against loss.
Bloomberg Barclays U.S. Government/Credit Bond Index is a broad-based flagship benchmark that measures the non-securitized component of the U.S. Aggregate Index. It includes investment-grade, U.S. dollar-denominated, fixed-rate treasuries, government-related and corporate securities. It is not possible to invest directly in an index.
S&P 500 Total Return (TR) Index is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
Morningstar Moderate Target Risk Index is designed to benchmark target-date and target-risk investment products. Index is based on well-established asset allocation methodology from Ibboston Associates, a Morningstar company. Index has 60% global equity exposure and 40% global bond exposure. It is not possible to invest directly in an index.
10
Mairs & Power Balanced Fund
PERFORMANCE INFORMATION (unaudited) June 30, 2017
Ten years of investment performance (through June 30, 2017)
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund 10 years ago.
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_cc004.jpg)
Average annual total returns for periods ended June 30, 2017
| | 1 year | | 5 years | | 10 years | | 20 years | |
Mairs & Power Balanced Fund | | | 8.48 | % | | | 9.76 | % | | | 6.78 | % | | | 7.97 | % | |
Composite Index(1) | | | 10.29 | % | | | 9.67 | % | | | 6.45 | % | | | 6.75 | % | |
S&P 500 Total Return Index(2) | | | 17.90 | % | | | 14.63 | % | | | 7.18 | % | | | 7.15 | % | |
Bloomberg Barclays U.S. Government/Credit Bond Index(3) | | | -0.41 | % | | | 2.29 | % | | | 4.57 | % | | | 5.32 | % | |
Performance data quoted represents past performance and does not guarantee future results. All performance information shown includes the reinvestment of dividend and capital gain distributions, but does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. For the most recent month-end performance figures, visit the Fund's website at www.mairsandpower.com or call Shareholder Services at (800) 304-7404.
(1) The Composite Index reflects an unmanaged portfolio comprised of 60% of the S&P 500 Total Return Index and 40% of the Bloomberg Barclays U.S. Government/Credit Bond Index. It is not possible to invest directly in an index.
(2) The S&P 500 Total Return Index is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
(3) The Bloomberg Barclays U.S. Government/Credit Bond Index is a broad-based flagship benchmark that measures the non-securitized component of the U.S. Aggregate Index. It includes investment-grade, U.S. dollar-denominated, fixed-rate treasuries, government-related and corporate securities. It is not possible to invest directly in an index.
11
Mairs & Power Balanced Fund
FUND INFORMATION (unaudited) June 30, 2017
Portfolio Managers
Ronald L. Kaliebe (C.F.A.), lead manager since July 1, 2013, co-manager from January 1, 2006 through June 30, 2013, University of Wisconsin-Madison, MBA Finance 1980
Kevin V. Earley (C.F.A.), co-manager since January 1, 2015, University of Minnesota, MBA Finance 1990
General Information
Fund Symbol | | MAPOX | |
Net Asset Value (NAV) Per Share | | $ | 91.05 | | |
Expense Ratio | | | 0.72 | %1 | |
Portfolio Turnover Rate | | | 4.95 | % | |
Sales Charge | | | None2 | | |
Fund Inception Year | | | 1961 | | |
Portfolio Composition
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_cc005.jpg)
Top Ten Common Stock Holdings
(Percent of Total Net Assets) 3
Medtronic PLC | | | 3.2 | % | |
Ecolab Inc | | | 2.7 | | |
US Bancorp/MN | | | 2.6 | | |
United Parcel Service Inc, Class B | | | 2.4 | | |
Honeywell International Inc | | | 2.4 | | |
Johnson & Johnson | | | 2.3 | | |
Graco Inc | | | 2.2 | | |
3M Co | | | 2.0 | | |
Abbott Laboratories | | | 1.9 | | |
Pfizer Inc | | | 1.9 | | |
Portfolio Diversification
(Percent of Total Net Assets)
Fixed Income Securities 33.2% | |
Corporate Bonds | | | 29.8 | % | |
Asset Backed Securities | | | 2.5 | | |
Preferred Securities | | | 0.7 | | |
Federal Agency Obligations | | | 0.2 | | |
Common Stocks 64.3% | |
Health Care | | | 16.9 | | |
Industrials | | | 14.2 | | |
Financials | | | 9.9 | | |
Information Technology | | | 5.4 | | |
Materials | | | 4.6 | | |
Energy | | | 4.4 | | |
Consumer Staples | | | 4.0 | | |
Consumer Discretionary | | | 3.4 | | |
Utilities | | | 1.1 | | |
Real Estate | | | 0.4 | | |
Preferred Stocks 0.1% | | | 0.1 | | |
Short-term Investments 2.4%4 | | | 2.4 | % | |
| | | 100.0 | % | |
1 Ratio has been annualized for the six month period ended June 30, 2017.
2 Although the Fund is no-load, investment management fees and other expenses still apply.
3 All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or offer for a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
4 Represents short-term investments and other assets and liabilities (net).
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Adviser.
12
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES 33.2% | |
| | FEDERAL AGENCY OBLIGATIONS 0.2% | |
$ | 500,000 | | | Federal Farm Credit Banks | | | 3.590 | % | | 12/27/28 | | $ | 500,337 | | |
| 1,000,000 | | | Federal Home Loan Banks | | | 3.500 | % | | 12/22/31 | | | 1,005,156 | | |
| | | 1,505,493 | | |
| | CORPORATE BONDS 29.8% | |
| | CONSUMER DISCRETIONARY 3.1% | |
| 250,000 | | | ServiceMaster Co LLC/The | | | 7.100 | % | | 03/01/18 | | | 256,250 | | |
| 500,000 | | | Best Buy Co Inc | | | 5.000 | % | | 08/01/18 | | | 516,248 | | |
| 1,000,000 | | | Ford Motor Credit Co LLC | | | 3.000 | % | | 12/20/18 | | | 998,153 | | |
| 1,000,000 | | | Time Warner Cable Inc | | | 4.125 | % | | 02/15/21 | | | 1,045,705 | | |
| 1,000,000 | | | Best Buy Co Inc | | | 5.500 | % | | 03/15/21 | | | 1,088,322 | | |
| 555,000 | | | Kohl's Corp | | | 4.000 | % | | 11/01/21 | | | 568,415 | | |
| 500,000 | | | Whirlpool Corp | | | 4.700 | % | | 06/01/22 | | | 544,534 | | |
| 750,000 | | | Newell Rubbermaid Inc | | | 4.000 | % | | 06/15/22 | | | 788,470 | | |
| 1,000,000 | | | Block Financial LLC | | | 5.500 | % | | 11/01/22 | | | 1,083,336 | | |
| 1,000,000 | | | Staples Inc | | | 4.375 | % | | 01/12/23 | | | 1,013,490 | | |
| 1,000,000 | | | Wyndham Worldwide Corp | | | 3.900 | % | | 03/01/23 | | | 1,030,894 | | |
| 1,000,000 | | | General Motors Financial Co Inc | | | 3.700 | % | | 05/09/23 | | | 1,015,459 | | |
| 1,000,000 | | | General Motors Financial Co Inc | | | 4.250 | % | | 05/15/23 | | | 1,045,447 | | |
| 2,385,000 | | | LKQ Corp | | | 4.750 | % | | 05/15/23 | | | 2,432,700 | | |
| 500,000 | | | Hyatt Hotels Corp | | | 3.375 | % | | 07/15/23 | | | 508,677 | | |
| 1,000,000 | | | Viacom Inc | | | 4.250 | % | | 09/01/23 | | | 1,043,922 | | |
| 2,000,000 | | | Viacom Inc | | | 3.875 | % | | 04/01/24 | | | 2,037,272 | | |
| 1,000,000 | | | Tiffany & Co | | | 3.800 | % | | 10/01/24 | | | 1,014,073 | | |
| 1,000,000 | | | CBS Corp | | | 3.500 | % | | 01/15/25 | | | 1,013,436 | | |
| 2,000,000 | | | Coach Inc | | | 4.250 | % | | 04/01/25 | | | 2,039,954 | | |
| 1,000,000 | | | General Motors Financial Co Inc | | | 4.300 | % | | 07/13/25 | | | 1,019,951 | | |
| 1,500,000 | | | Ford Motor Credit Co LLC | | | 4.134 | % | | 08/04/25 | | | 1,525,881 | | |
| 2,000,000 | | | Priceline Group Inc/The | | | 3.600 | % | | 06/01/26 | | | 2,024,530 | | |
| 1,000,000 | | | Ford Motor Co | | | 4.346 | % | | 12/08/26 | | | 1,029,440 | | |
| 1,000,000 | | | Metropolitan Opera Association Inc | | | 4.349 | % | | 10/01/32 | | | 989,733 | | |
| 2,000,000 | | | Comcast Corp | | | 4.250 | % | | 01/15/33 | | | 2,131,540 | | |
| | | 29,805,832 | | |
| | CONSUMER STAPLES 0.9% | |
| 3,250,000 | | | Land O' Lakes Inc (g) | | | 6.000 | % | | 11/15/22 | | | 3,607,500 | | |
| 1,000,000 | | | Walgreens Boots Alliance Inc | | | 3.800 | % | | 11/18/24 | | | 1,038,603 | | |
| 500,000 | | | Land O' Lakes Inc (g) | | | 7.250 | % | | 07/14/27 | | | 534,375 | | |
| 1,949,000 | | | Land O'Lakes Capital Trust I (g) | | | 7.450 | % | | 03/15/28 | | | 2,236,477 | | |
13
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | CONSUMER STAPLES (continued) | |
$ | 500,000 | | | Altria Group Inc | | | 4.250 | % | | 08/09/42 | | $ | 516,787 | | |
| 1,000,000 | | | Cargill Inc (g) | | | 4.100 | % | | 11/01/42 | | | 1,049,874 | | |
| | | 8,983,616 | | |
| | ENERGY 1.4% | |
| 2,000,000 | | | ConocoPhillips Co | | | 4.200 | % | | 03/15/21 | | | 2,120,490 | | |
| 140,000 | | | Gulf South Pipeline Co LP | | | 4.000 | % | | 06/15/22 | | | 144,160 | | |
| 500,000 | | | Western Gas Partners LP | | | 4.000 | % | | 07/01/22 | | | 512,545 | | |
| 1,020,000 | | | TechnipFMC PLC (a) (g) | | | 3.450 | % | | 10/01/22 | | | 1,016,180 | | |
| 1,500,000 | | | Sunoco Logistics Partners Operations LP | | | 3.450 | % | | 01/15/23 | | | 1,505,364 | | |
| 2,000,000 | | | Halliburton Co | | | 3.500 | % | | 08/01/23 | | | 2,058,562 | | |
| 2,300,000 | | | Murphy Oil Corp | | | 6.875 | % | | 08/15/24 | | | 2,403,500 | | |
| 500,000 | | | Kinder Morgan Energy Partners LP | | | 4.250 | % | | 09/01/24 | | | 516,616 | | |
| 1,000,000 | | | ConocoPhillips Co | | | 3.350 | % | | 11/15/24 | | | 1,019,557 | | |
| 1,000,000 | | | Boardwalk Pipelines LP | | | 4.950 | % | | 12/15/24 | | | 1,059,381 | | |
| 500,000 | | | Murphy Oil Corp (f) | | | 6.125 | % | | 12/01/42 | | | 471,250 | | |
| 500,000 | | | Apache Corp | | | 4.250 | % | | 01/15/44 | | | 468,334 | | |
| | | 13,295,939 | | |
| | FINANCIALS 12.8% | |
| 500,000 | | | Royal Bank of Scotland Group PLC (a) | | | 4.250 | % | | 07/15/17 | | | 500,224 | | |
| 500,000 | | | Comerica Bank | | | 5.200 | % | | 08/22/17 | | | 502,286 | | |
| 500,000 | | | Bank of America Corp | | | 6.000 | % | | 09/01/17 | | | 503,439 | | |
| 500,000 | | | American Express Bank FSB | | | 6.000 | % | | 09/13/17 | | | 504,084 | | |
| 500,000 | | | Bear Stearns Cos LLC/The | | | 6.400 | % | | 10/02/17 | | | 505,763 | | |
| 500,000 | | | Prudential Financial Inc | | | 6.000 | % | | 12/01/17 | | | 508,726 | | |
| 500,000 | | | Barclays Bank PLC (a) (g) | | | 6.050 | % | | 12/04/17 | | | 508,580 | | |
| 1,000,000 | | | Morgan Stanley | | | 5.950 | % | | 12/28/17 | | | 1,020,405 | | |
| 500,000 | | | Goldman Sachs Group Inc/The | | | 5.950 | % | | 01/18/18 | | | 511,174 | | |
| 500,000 | | | Wachovia Corp | | | 5.750 | % | | 02/01/18 | | | 511,712 | | |
| 250,000 | | | Lincoln National Corp | | | 7.000 | % | | 03/15/18 | | | 259,047 | | |
| 500,000 | | | SunTrust Bank/Atlanta GA | | | 7.250 | % | | 03/15/18 | | | 518,750 | | |
| 500,000 | | | Morgan Stanley | | | 6.625 | % | | 04/01/18 | | | 517,755 | | |
| 1,000,000 | | | Jefferies Group LLC | | | 5.125 | % | | 04/13/18 | | | 1,025,715 | | |
| 500,000 | | | Bank of America Corp | | | 6.875 | % | | 04/25/18 | | | 520,315 | | |
| 500,000 | | | Provident Cos Inc | | | 7.000 | % | | 07/15/18 | | | 524,300 | | |
| 500,000 | | | MetLife Inc | | | 6.817 | % | | 08/15/18 | | | 527,924 | | |
| 500,000 | | | Hartford Financial Services Group Inc/The | | | 6.000 | % | | 01/15/19 | | | 529,892 | | |
| 500,000 | | | Royal Bank of Scotland Group PLC (a) | | | 5.250 | % | | 02/15/19 | | | 510,303 | | |
14
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | FINANCIALS (continued) | |
$ | 500,000 | | | BB&T Corp | | | 6.850 | % | | 04/30/19 | | $ | 542,482 | | |
| 250,000 | | | WR Berkley Corp | | | 6.150 | % | | 08/15/19 | | | 269,805 | | |
| 500,000 | | | Protective Life Corp | | | 7.375 | % | | 10/15/19 | | | 556,713 | | |
| 500,000 | | | Prospect Capital Corp | | | 5.125 | % | | 11/15/19 | | | 496,672 | | |
| 500,000 | | | Credit Suisse/New York NY (a) | | | 5.400 | % | | 01/14/20 | | | 536,925 | | |
| 500,000 | | | Prospect Capital Corp | | | 4.000 | % | | 01/15/20 | | | 491,521 | | |
| 500,000 | | | Morgan Stanley | | | 5.500 | % | | 01/26/20 | | | 539,343 | | |
| 500,000 | | | Hartford Financial Services Group Inc/The | | | 5.500 | % | | 03/30/20 | | | 543,326 | | |
| 450,000 | | | Compass Bank | | | 5.500 | % | | 04/01/20 | | | 478,113 | | |
| 1,000,000 | | | Barclays PLC (a) | | | 3.250 | % | | 01/12/21 | | | 1,016,968 | | |
| 1,000,000 | | | HSBC Holdings PLC (a) | | | 3.400 | % | | 03/08/21 | | | 1,027,797 | | |
| 1,000,000 | | | Nationwide Financial Services Inc (g) | | | 5.375 | % | | 03/25/21 | | | 1,096,720 | | |
| 500,000 | | | Markel Corp | | | 5.350 | % | | 06/01/21 | | | 548,262 | | |
| 1,000,000 | | | Capital One Financial Corp | | | 4.750 | % | | 07/15/21 | | | 1,078,917 | | |
| 500,000 | | | Goldman Sachs Group Inc/The | | | 5.250 | % | | 07/27/21 | | | 548,025 | | |
| 500,000 | | | Aflac Inc | | | 4.000 | % | | 02/15/22 | | | 534,123 | | |
| 3,000,000 | | | Primerica Inc | | | 4.750 | % | | 07/15/22 | | | 3,234,039 | | |
| 2,000,000 | | | OneBeacon US Holdings Inc | | | 4.600 | % | | 11/09/22 | | | 2,054,662 | | |
| 1,000,000 | | | Invesco Finance PLC (a) | | | 3.125 | % | | 11/30/22 | | | 1,018,917 | | |
| 1,000,000 | | | Standard Chartered PLC (a) (g) | | | 3.950 | % | | 01/11/23 | | | 1,008,521 | | |
| 500,000 | | | First American Financial Corp | | | 4.300 | % | | 02/01/23 | | | 513,560 | | |
| 2,000,000 | | | Wells Fargo & Co | | | 3.450 | % | | 02/13/23 | | | 2,047,702 | | |
| 4,073,000 | | | Assurant Inc | | | 4.000 | % | | 03/15/23 | | | 4,199,328 | | |
| 1,000,000 | | | Markel Corp | | | 3.625 | % | | 03/30/23 | | | 1,031,103 | | |
| 1,500,000 | | | Citigroup Inc | | | 3.500 | % | | 05/15/23 | | | 1,521,868 | | |
| 500,000 | | | Morgan Stanley | | | 4.100 | % | | 05/22/23 | | | 521,980 | | |
| 3,000,000 | | | Liberty Mutual Group Inc (g) | | | 4.250 | % | | 06/15/23 | | | 3,191,655 | | |
| 2,000,000 | | | E*TRADE Financial Corp | | | 4.625 | % | | 09/15/23 | | | 2,080,000 | | |
| 500,000 | | | Ameriprise Financial Inc | | | 4.000 | % | | 10/15/23 | | | 534,216 | | |
| 500,000 | | | CNA Financial Corp | | | 7.250 | % | | 11/15/23 | | | 605,218 | | |
| 500,000 | | | Pacific Life Insurance Co (g) | | | 7.900 | % | | 12/30/23 | | | 620,755 | | |
| 1,000,000 | | | Moody's Corp | | | 4.875 | % | | 02/15/24 | | | 1,100,876 | | |
| 1,000,000 | | | HSBC Holdings PLC (a) | | | 4.250 | % | | 03/14/24 | | | 1,034,512 | | |
| 1,000,000 | | | NASDAQ OMX Group Inc/The | | | 4.250 | % | | 06/01/24 | | | 1,057,785 | | |
| 540,000 | | | Wintrust Financial Corp | | | 5.000 | % | | 06/13/24 | | | 554,726 | | |
| 2,250,000 | | | Assured Guaranty US Holdings Inc | | | 5.000 | % | | 07/01/24 | | | 2,412,292 | | |
| 2,060,000 | | | Legg Mason Inc | | | 3.950 | % | | 07/15/24 | | | 2,089,957 | | |
| 1,500,000 | | | Symetra Financial Corp | | | 4.250 | % | | 07/15/24 | | | 1,522,452 | | |
15
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | FINANCIALS (continued) | |
$ | 1,500,000 | | | Stifel Financial Corp | | | 4.250 | % | | 07/18/24 | | $ | 1,527,123 | | |
| 1,000,000 | | | Citigroup Inc | | | 4.000 | % | | 08/05/24 | | | 1,029,209 | | |
| 3,000,000 | | | Synchrony Financial | | | 4.250 | % | | 08/15/24 | | | 3,064,218 | | |
| 1,000,000 | | | Bank of America Corp | | | 4.200 | % | | 08/26/24 | | | 1,038,104 | | |
| 2,800,000 | | | Brown & Brown Inc | | | 4.200 | % | | 09/15/24 | | | 2,937,354 | | |
| 2,000,000 | | | Old Republic International Corp | | | 4.875 | % | | 10/01/24 | | | 2,139,330 | | |
| 2,000,000 | | | TIAA Asset Management Finance Co LLC (g) | | | 4.125 | % | | 11/01/24 | | | 2,069,194 | | |
| 3,000,000 | | | American Express Co | | | 3.625 | % | | 12/05/24 | | | 3,069,786 | | |
| 3,000,000 | | | Associated Banc-Corp | | | 4.250 | % | | 01/15/25 | | | 3,059,790 | | |
| 4,000,000 | | | Kemper Corp | | | 4.350 | % | | 02/15/25 | | | 4,039,832 | | |
| 1,050,000 | | | TCF National Bank | | | 4.600 | % | | 02/27/25 | | | 1,044,413 | | |
| 1,000,000 | | | Lincoln National Corp | | | 3.350 | % | | 03/09/25 | | | 1,000,076 | | |
| 250,000 | | | Liberty Mutual Insurance Co (g) | | | 8.500 | % | | 05/15/25 | | | 322,215 | | |
| 1,000,000 | | | Prudential Insurance Co of America/The (g) | | | 8.300 | % | | 07/01/25 | | | 1,321,197 | | |
| 3,000,000 | | | American International Group Inc | | | 3.750 | % | | 07/10/25 | | | 3,055,740 | | |
| 1,000,000 | | | Synchrony Financial | | | 4.500 | % | | 07/23/25 | | | 1,028,350 | | |
| 2,000,000 | | | Janus Capital Group Inc | | | 4.875 | % | | 08/01/25 | | | 2,149,510 | | |
| 3,000,000 | | | HSBC Holdings PLC (a) | | | 4.250 | % | | 08/18/25 | | | 3,081,915 | | |
| 3,000,000 | | | Capital One Financial Corp | | | 4.200 | % | | 10/29/25 | | | 3,025,026 | | |
| 1,520,000 | | | Legg Mason Inc | | | 4.750 | % | | 03/15/26 | | | 1,606,030 | | |
| 2,000,000 | | | Hanover Insurance Group Inc/The | | | 4.500 | % | | 04/15/26 | | | 2,085,854 | | |
| 1,000,000 | | | Wells Fargo & Co | | | 4.100 | % | | 06/03/26 | | | 1,035,470 | | |
| 2,000,000 | | | Voya Financial Inc | | | 3.650 | % | | 06/15/26 | | | 2,003,798 | | |
| 2,000,000 | | | MSCI Inc (g) | | | 4.750 | % | | 08/01/26 | | | 2,055,600 | | |
| 2,290,000 | | | Old Republic International Corp | | | 3.875 | % | | 08/26/26 | | | 2,288,880 | | |
| 500,000 | | | Morgan Stanley | | | 4.350 | % | | 09/08/26 | | | 519,819 | | |
| 1,000,000 | | | National Rural Utilities Cooperative Finance Corp | | | 3.000 | % | | 11/15/26 | | | 966,334 | | |
| 1,000,000 | | | Citigroup Inc | | | 4.300 | % | | 11/20/26 | | | 1,027,141 | | |
| 1,000,000 | | | JPMorgan Chase & Co | | | 4.125 | % | | 12/15/26 | | | 1,035,786 | | |
| 250,000 | | | Provident Cos Inc | | | 7.250 | % | | 03/15/28 | | | 317,870 | | |
| 1,000,000 | | | Royal Bank of Canada (a) | | | 3.000 | % | | 05/10/28 | | | 934,940 | | |
| 500,000 | | | Farmers Exchange Capital (g) | | | 7.050 | % | | 07/15/28 | | | 637,303 | | |
| 500,000 | | | Goldman Sachs Group Inc/The | | | 4.250 | % | | 11/15/30 | | | 497,686 | | |
| 500,000 | | | Goldman Sachs Group Inc/The | | | 4.000 | % | | 02/15/31 | | | 489,349 | | |
| 500,000 | | | Goldman Sachs Group Inc/The | | | 4.300 | % | | 12/15/32 | | | 494,033 | | |
| 1,000,000 | | | JPMorgan Chase & Co (f) | | | 3.250 | % | | 01/31/33 | | | 964,128 | | |
| 649,000 | | | Lloyds Bank PLC (a) (f) | | | 3.400 | % | | 01/31/33 | | | 626,244 | | |
| 250,000 | | | Citigroup Inc (f) | | | 4.000 | % | | 06/27/34 | | | 247,057 | | |
16
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | FINANCIALS (continued) | |
$ | 538,000 | | | Bank of America Corp | | | 4.000 | % | | 08/15/34 | | $ | 532,780 | | |
| 1,000,000 | | | Prudential Financial Inc | | | 4.050 | % | | 11/15/34 | | | 999,398 | | |
| 1,000,000 | | | Goldman Sachs Group Inc/The | | | 4.000 | % | | 01/30/35 | | | 986,006 | | |
| 1,000,000 | | | Berkshire Hathaway Finance Corp | | | 4.400 | % | | 05/15/42 | | | 1,089,093 | | |
| 500,000 | | | MetLife Inc | | | 4.125 | % | | 08/13/42 | | | 511,504 | | |
| 500,000 | | | Swiss Re Treasury US Corp (g) | | | 4.250 | % | | 12/06/42 | | | 514,104 | | |
| 500,000 | | | Pacific LifeCorp (g) | | | 5.125 | % | | 01/30/43 | | | 558,077 | | |
| 500,000 | | | Berkshire Hathaway Finance Corp | | | 4.300 | % | | 05/15/43 | | | 532,223 | | |
| 500,000 | | | Principal Financial Group Inc | | | 4.350 | % | | 05/15/43 | | | 523,753 | | |
| 2,500,000 | | | M&T Bank Corp (f) | | | 5.125 | % | | 12/29/49 | | | 2,596,875 | | |
| | | 123,451,747 | | |
| | HEALTH CARE 1.5% | |
| 500,000 | | | UnitedHealth Group Inc | | | 6.000 | % | | 02/15/18 | | | 513,341 | | |
| 1,000,000 | | | Quest Diagnostics Inc | | | 4.700 | % | | 04/01/21 | | | 1,069,967 | | |
| 1,000,000 | | | Laboratory Corp of America Holdings | | | 3.750 | % | | 08/23/22 | | | 1,039,190 | | |
| 1,000,000 | | | Laboratory Corp of America Holdings | | | 4.000 | % | | 11/01/23 | | | 1,040,682 | | |
| 2,000,000 | | | Mylan Inc/PA | | | 4.200 | % | | 11/29/23 | | | 2,094,278 | | |
| 500,000 | | | Wyeth LLC | | | 6.450 | % | | 02/01/24 | | | 607,735 | | |
| 3,000,000 | | | Actavis Funding SCS (a) | | | 3.800 | % | | 03/15/25 | | | 3,103,047 | | |
| 1,500,000 | | | Baxalta Inc | | | 4.000 | % | | 06/23/25 | | | 1,564,519 | | |
| 1,000,000 | | | Celgene Corp | | | 3.875 | % | | 08/15/25 | | | 1,044,351 | | |
| 1,000,000 | | | Biogen Inc | | | 4.050 | % | | 09/15/25 | | | 1,055,789 | | |
| 1,000,000 | | | Express Scripts Holding Co | | | 4.500 | % | | 02/25/26 | | | 1,059,808 | | |
| | | 14,192,707 | | |
| | INDUSTRIALS 2.1% | |
| 65,000 | | | Masco Corp | | | 7.125 | % | | 03/15/20 | | | 72,870 | | |
| 500,000 | | | IDEX Corp | | | 4.200 | % | | 12/15/21 | | | 519,969 | | |
| 500,000 | | | GATX Corp | | | 4.750 | % | | 06/15/22 | | | 542,479 | | |
| 500,000 | | | Penske Truck Leasing Co Lp / PTL Finance Corp (g) | | | 4.875 | % | | 07/11/22 | | | 546,212 | | |
| 2,000,000 | | | Dun & Bradstreet Corp/The (f) | | | 4.625 | % | | 12/01/22 | | | 2,076,588 | | |
| 2,000,000 | | | Crown Americas LLC / Crown Americas Capital Corp IV | | | 4.500 | % | | 01/15/23 | | | 2,095,000 | | |
| 600,000 | | | MasTec Inc | | | 4.875 | % | | 03/15/23 | | | 598,500 | | |
| 1,000,000 | | | GATX Corp | | | 3.900 | % | | 03/30/23 | | | 1,036,245 | | |
| 500,000 | | | Ingersoll-Rand Global Holding Co Ltd (a) | | | 4.250 | % | | 06/15/23 | | | 540,238 | | |
| 1,000,000 | | | Flowserve Corp | | | 4.000 | % | | 11/15/23 | | | 1,037,018 | | |
| 2,126,000 | | | Air Lease Corp | | | 4.850 | % | | 02/01/24 | | | 2,131,525 | | |
| 500,000 | | | Pitney Bowes Inc | | | 4.625 | % | | 03/15/24 | | | 512,612 | | |
17
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | INDUSTRIALS (continued) | |
$ | 1,899,000 | | | Oshkosh Corp | | | 5.375 | % | | 03/01/25 | | $ | 1,993,950 | | |
| 2,000,000 | | | Tennant Co (g) | | | 5.625 | % | | 05/01/25 | | | 2,100,000 | | |
| 500,000 | | | Toro Co/The | | | 7.800 | % | | 06/15/27 | | | 626,366 | | |
| 2,000,000 | | | Eaton Corp | | | 4.000 | % | | 11/02/32 | | | 2,068,950 | | |
| 1,000,000 | | | Pitney Bowes Inc | | | 5.250 | % | | 01/15/37 | | | 977,119 | | |
| 590,000 | | | Eaton Corp | | | 4.150 | % | | 11/02/42 | | | 603,480 | | |
| 500,000 | | | Lockheed Martin Corp | | | 4.070 | % | | 12/15/42 | | | 511,064 | | |
| | | 20,590,185 | | |
| | INFORMATION TECHNOLOGY 3.6% | |
| 500,000 | | | Broadridge Financial Solutions Inc | | | 3.950 | % | | 09/01/20 | | | 523,650 | | |
| 81,000 | | | Hewlett-Packard Co | | | 3.750 | % | | 12/01/20 | | | 84,780 | | |
| 750,000 | | | Hewlett-Packard Co | | | 4.300 | % | | 06/01/21 | | | 797,116 | | |
| 1,500,000 | | | Diamond 1 Finance Corp / Diamond 2 Finance Corp (g) | | | 4.420 | % | | 06/15/21 | | | 1,581,327 | | |
| 2,000,000 | | | NetApp Inc | | | 3.375 | % | | 06/15/21 | | | 2,051,598 | | |
| 1,000,000 | | | eBay Inc | | | 3.800 | % | | 03/09/22 | | | 1,045,000 | | |
| 2,000,000 | | | Western Union Co/The | | | 3.600 | % | | 03/15/22 | | | 2,038,402 | | |
| 500,000 | | | Motorola Solutions Inc | | | 3.750 | % | | 05/15/22 | | | 516,574 | | |
| 2,000,000 | | | Symantec Corp | | | 3.950 | % | | 06/15/22 | | | 2,078,000 | | |
| 1,000,000 | | | Computer Sciences Corp | | | 4.450 | % | | 09/15/22 | | | 1,058,561 | | |
| 1,000,000 | | | Hewlett-Packard Co | | | 4.050 | % | | 09/15/22 | | | 1,052,264 | | |
| 1,025,000 | | | Fiserv Inc | | | 3.500 | % | | 10/01/22 | | | 1,060,329 | | |
| 3,000,000 | | | Autodesk Inc | | | 3.600 | % | | 12/15/22 | | | 3,087,960 | | |
| 2,000,000 | | | Fidelity National Information Services Inc | | | 3.500 | % | | 04/15/23 | | | 2,078,176 | | |
| 1,352,000 | | | Total System Services Inc | | | 3.750 | % | | 06/01/23 | | | 1,402,820 | | |
| 2,000,000 | | | Diamond 1 Finance Corp / Diamond 2 Finance Corp (g) | | | 5.450 | % | | 06/15/23 | | | 2,170,340 | | |
| 1,000,000 | | | Altera Corp | | | 4.100 | % | | 11/15/23 | | | 1,077,303 | | |
| 500,000 | | | Motorola Solutions Inc | | | 4.000 | % | | 09/01/24 | | | 502,671 | | |
| 2,000,000 | | | Lam Research Corp | | | 3.800 | % | | 03/15/25 | | | 2,042,100 | | |
| 1,031,000 | | | Arrow Electronics Inc | | | 4.000 | % | | 04/01/25 | | | 1,049,972 | | |
| 1,000,000 | | | Juniper Networks Inc | | | 4.350 | % | | 06/15/25 | | | 1,043,368 | | |
| 4,000,000 | | | Intel Corp | | | 4.000 | % | | 12/15/32 | | | 4,220,236 | | |
| 1,500,000 | | | Western Union Co/The | | | 6.200 | % | | 11/17/36 | | | 1,586,397 | | |
| | | 34,148,944 | | |
| | MATERIALS 2.2% | |
| 500,000 | | | Carpenter Technology Corp | | | 5.200 | % | | 07/15/21 | | | 522,213 | | |
| 500,000 | | | Freeport-McMoRan Inc | | | 4.000 | % | | 11/14/21 | | | 488,750 | | |
| 175,000 | | | Mosaic Co/The | | | 3.750 | % | | 11/15/21 | | | 181,525 | | |
| 500,000 | | | Barrick Gold Corp (a) | | | 3.850 | % | | 04/01/22 | | | 533,593 | | |
18
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | MATERIALS (continued) | |
$ | 1,000,000 | | | Domtar Corp | | | 4.400 | % | | 04/01/22 | | $ | 1,050,901 | | |
| 1,000,000 | | | RPM International Inc | | | 3.450 | % | | 11/15/22 | | | 1,027,042 | | |
| 500,000 | | | Carpenter Technology Corp | | | 4.450 | % | | 03/01/23 | | | 509,007 | | |
| 1,402,000 | | | Reliance Steel & Aluminum Co | | | 4.500 | % | | 04/15/23 | | | 1,480,959 | | |
| 1,750,000 | | | Barrick Gold Corp (a) | | | 4.100 | % | | 05/01/23 | | | 1,893,290 | | |
| 2,000,000 | | | Nucor Corp | | | 4.000 | % | | 08/01/23 | | | 2,113,924 | | |
| 1,000,000 | | | BP Capital Markets PLC (a) | | | 3.994 | % | | 09/26/23 | | | 1,061,230 | | |
| 2,000,000 | | | Mosaic Co/The | | | 4.250 | % | | 11/15/23 | | | 2,104,472 | | |
| 1,000,000 | | | International Paper Co | | | 3.650 | % | | 06/15/24 | | | 1,030,802 | | |
| 1,000,000 | | | Steel Dynamics Inc | | | 5.500 | % | | 10/01/24 | | | 1,062,500 | | |
| 1,000,000 | | | Freeport-McMoRan Inc | | | 4.550 | % | | 11/14/24 | | | 942,500 | | |
| 756,000 | | | Eastman Chemical Co | | | 3.800 | % | | 03/15/25 | | | 777,988 | | |
| 865,000 | | | Union Carbide Corp | | | 7.500 | % | | 06/01/25 | | | 1,058,285 | | |
| 200,000 | | | Worthington Industries Inc | | | 4.550 | % | | 04/15/26 | | | 206,822 | | |
| 1,250,000 | | | Dow Chemical Co/The | | | 4.250 | % | | 10/01/34 | | | 1,289,098 | | |
| 1,000,000 | | | Alcoa Inc | | | 5.950 | % | | 02/01/37 | | | 1,007,500 | | |
| 1,000,000 | | | Newmont Mining Corp | | | 4.875 | % | | 03/15/42 | | | 1,056,637 | | |
| | | 21,399,038 | | |
| | REAL ESTATE 0.6% | |
| 1,250,000 | | | CBRE Services Inc | | | 5.000 | % | | 03/15/23 | | | 1,302,327 | | |
| 1,000,000 | | | CBRE Services Inc | | | 5.250 | % | | 03/15/25 | | | 1,088,968 | | |
| 350,000 | | | CBRE Services Inc | | | 4.875 | % | | 03/01/26 | | | 372,627 | | |
| 2,500,000 | | | Physicians Realty Trust | | | 4.300 | % | | 03/15/27 | | | 2,533,575 | | |
| | | 5,297,497 | | |
| | TELECOMMUNICATION SERVICES 0.6% | |
| 500,000 | | | CenturyLink Inc | | | 6.150 | % | | 09/15/19 | | | 532,500 | | |
| 3,000,000 | | | AT&T Inc | | | 3.000 | % | | 06/30/22 | | | 3,001,551 | | |
| 1,150,000 | | | AT&T Inc | | | 3.800 | % | | 03/01/24 | | | 1,175,998 | | |
| 500,000 | | | Qwest Capital Funding Inc | | | 6.875 | % | | 07/15/28 | | | 475,680 | | |
| 1,000,000 | | | Verizon Communications Inc | | | 4.400 | % | | 11/01/34 | | | 990,856 | | |
| | | 6,176,585 | | |
| | UTILITIES 1.0% | |
| 500,000 | | | Commonwealth Edison Co | | | 6.150 | % | | 09/15/17 | | | 504,528 | | |
| 1,000,000 | | | Tampa Electric Co | | | 6.100 | % | | 05/15/18 | | | 1,036,845 | | |
| 250,000 | | | Vectren Utility Holdings Inc | | | 5.750 | % | | 08/01/18 | | | 259,807 | | |
| 250,000 | | | South Jersey Gas Co | | | 7.125 | % | | 10/22/18 | | | 262,809 | | |
| 250,000 | | | United Utilities PLC (a) | | | 5.375 | % | | 02/01/19 | | | 260,590 | | |
19
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | CORPORATE BONDS (continued) | |
| | UTILITIES (continued) | |
$ | 1,170,000 | | | ONEOK Inc | | | 4.250 | % | | 02/01/22 | | $ | 1,208,025 | | |
| 785,000 | | | SCANA Corp | | | 4.125 | % | | 02/01/22 | | | 789,636 | | |
| 1,000,000 | | | Exelon Generation Co LLC | | | 4.250 | % | | 06/15/22 | | | 1,052,196 | | |
| 1,565,000 | | | National Fuel Gas Co | | | 3.750 | % | | 03/01/23 | | | 1,562,939 | | |
| 1,060,000 | | | PSEG Power LLC | | | 4.300 | % | | 11/15/23 | | | 1,117,262 | | |
| 1,550,000 | | | Dominion Resources Inc/VA | | | 3.625 | % | | 12/01/24 | | | 1,587,998 | | |
| | | 9,642,635 | | |
| | TOTAL CORPORATE BONDS | | | 286,984,725 | | |
| | ASSET BACKED SECURITIES 2.5% | |
| 595,969 | | | Delta Air Lines 2012-1 Class B Pass Through Trust (g) | | | 6.875 | % | | 05/07/19 | | | 633,575 | | |
| 281,086 | | | American Airlines 2011-1 Class B Pass Through Trust (g) | | | 7.000 | % | | 07/31/19 | | | 287,579 | | |
| 19,586 | | | Continental Airlines 1999-1 Class B Pass Through Trust | | | 6.795 | % | | 02/02/20 | | | 20,087 | | |
| 286,469 | | | Continental Airlines 2010-1 Class B Pass Through Trust | | | 6.000 | % | | 07/12/20 | | | 292,742 | | |
| 241,332 | | | Delta Air Lines 2011-1 Class A Pass Through Trust | | | 5.300 | % | | 10/15/20 | | | 253,688 | | |
| 397,177 | | | America West Airlines 2000-1 Pass Through Trust | | | 8.057 | % | | 01/02/22 | | | 453,775 | | |
| 550,519 | | | American Airlines 2011-1 Class A Pass Through Trust | | | 5.250 | % | | 07/31/22 | | | 584,981 | | |
| 712,783 | | | Northwest Airlines 2002-1 Class G-2 Pass Through Trust | | | 6.264 | % | | 05/20/23 | | | 763,106 | | |
| 407,695 | | | United Airlines 2014-1 Class B Pass Through Trust | | | 4.750 | % | | 10/11/23 | | | 419,926 | | |
| 173,111 | | | Continental Airlines 2007-1 Class A Pass Through Trust | | | 5.983 | % | | 10/19/23 | | | 189,661 | | |
| 318,383 | | | Southwest Airlines Co 2007-1 Pass Through Trust | | | 6.150 | % | | 02/01/24 | | | 349,840 | | |
| 776,661 | | | Delta Air Lines 2007-1 Class B Pass Through Trust (g) | | | 8.021 | % | | 02/10/24 | | | 878,870 | | |
| 64,322 | | | United Airlines 2014-2 Class B Pass Through Trust | | | 4.625 | % | | 03/03/24 | | | 65,570 | | |
| 525,901 | | | American Airlines 2014-1 Class B Pass Through Trust | | | 4.375 | % | | 04/01/24 | | | 533,789 | | |
| 1,000,000 | | | United Airlines 2015-1 Class A Pass Through Trust | | | 3.700 | % | | 06/01/24 | | | 1,011,200 | | |
| 624,899 | | | US Airways 2010-1 Class A Pass Through Trust | | | 6.250 | % | | 10/22/24 | | | 694,013 | | |
| 1,847,406 | | | American Airlines 2015-1 Class B Pass Through Trust | | | 3.700 | % | | 11/01/24 | | | 1,836,322 | | |
| 1,352,028 | | | Delta Air Lines 2015-1 Class B Pass Through Trust | | | 4.250 | % | | 01/30/25 | | | 1,397,861 | | |
| 887,145 | | | American Airlines 2015-2 Class B Pass Through Trust | | | 4.400 | % | | 03/22/25 | | | 891,048 | | |
| 329,969 | | | US Airways 2011-1 Class A Pass Through Trust | | | 7.125 | % | | 04/22/25 | | | 378,442 | | |
| 3,615,564 | | | American Airlines 2016-1 Class B Pass Through Trust | | | 5.250 | % | | 07/15/25 | | | 3,800,681 | | |
| 378,495 | | | Spirit Airlines Pass Through Trust 2015-1B | | | 4.450 | % | | 10/01/25 | | | 386,065 | | |
| 1,978,783 | | | Hawaiian Airlines 2013-1 Class A Pass Through Certificates | | | 3.900 | % | | 01/15/26 | | | 2,019,941 | | |
| 1,529,509 | | | Continental Airlines 2012-2 Class A Pass Through Trust | | | 4.000 | % | | 04/29/26 | | | 1,602,160 | | |
| 877,240 | | | United Airlines 2013-1 Class A Pass Through Trust | | | 4.300 | % | | 02/15/27 | | | 931,541 | | |
| 805,549 | | | US Airways 2013-1 Class A Pass Through Trust | | | 3.950 | % | | 05/15/27 | | | 836,804 | | |
| 1,668,479 | | | American Airlines 2014-1 Class A Pass Through Trust | | | 3.700 | % | | 04/01/28 | | | 1,700,848 | | |
20
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Par Value/Shares | | Security Description | | Fair Value | |
| | FIXED INCOME SECURITIES (continued) | |
| | ASSET BACKED SECURITIES (continued) | |
$ | 420,325 | | | American Airlines 2015-1 Class A Pass Through Trust | | | 3.375 | % | | 11/01/28 | | $ | 421,922 | | |
| 182,911 | | | American Airlines 2015-2 Class AA Pass Through Trust | | | 3.600 | % | | 03/22/29 | | | 187,886 | | |
| 476,334 | | | American Airlines 2015-2 Class A Pass Through Trust | | | 4.000 | % | | 03/22/29 | | | 492,863 | | |
| | | 24,316,786 | | |
| | PREFERRED SECURITIES 0.7% | |
| 22,745 | | | Protective Life Corp | | | 6.000 | % | | 09/01/42 | | | 575,903 | | |
| 40,000 | | | Selective Insurance Group Inc | | | 5.875 | % | | 02/09/43 | | | 1,023,200 | | |
| 40,000 | | | WR Berkley Corp | | | 5.625 | % | | 04/30/53 | | | 1,044,000 | | |
| 22,304 | | | Verizon Communications Inc | | | 5.900 | % | | 02/15/54 | | | 600,424 | | |
| 40,000 | | | American Financial Group Inc/OH | | | 6.250 | % | | 09/30/54 | | | 1,078,400 | | |
| 40,000 | | | Qwest Corp | | | 6.875 | % | | 10/01/54 | | | 1,025,200 | | |
| 40,000 | | | NextEra Energy Capital Holdings Inc | | | 5.700 | % | | 03/01/72 | | | 1,013,600 | | |
| | | 6,360,727 | | |
| | TOTAL FIXED INCOME SECURITIES (cost $309,383,248) | | $ | 319,167,731 | | |
| | COMMON STOCKS 64.3% | |
| | CONSUMER DISCRETIONARY 3.4% | |
| 72,000 | | | Home Depot Inc/The | | | | | | | | | | $ | 11,044,800 | | |
| 195,000 | | | Target Corp | | | | | | | | | | | 10,196,550 | | |
| 112,000 | | | Walt Disney Co/The | | | | | | | | | | | 11,900,000 | | |
| | | 33,141,350 | | |
| | CONSUMER STAPLES 4.0% | |
| 162,000 | | | General Mills Inc | | | | | | | | | | | 8,974,800 | | |
| 46,000 | | | Hershey Co/The | | | | | | | | | | | 4,939,020 | | |
| 508,000 | | | Hormel Foods Corp | | | | | | | | | | | 17,327,880 | | |
| 53,000 | | | Kimberly-Clark Corp | | | | | | | | | | | 6,842,830 | | |
| | | 38,084,530 | | |
| | ENERGY 4.4% | |
| 130,000 | | | Chevron Corp | | | | | | | | | | | 13,562,900 | | |
| 203,000 | | | Exxon Mobil Corp | | | | | | | | | | | 16,388,190 | | |
| 186,000 | | | Schlumberger Ltd (a) | | | | | | | | | | | 12,246,240 | | |
| | | 42,197,330 | | |
| | FINANCIALS 9.9% | |
| 94,000 | | | American Express Co | | | | | | | | | | | 7,918,560 | | |
| 394,000 | | | Associated Banc-Corp | | | | | | | | | | | 9,928,800 | | |
| 87,000 | | | Great Western Bancorp Inc | | | | | | | | | | | 3,550,470 | | |
21
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS (continued) | |
| | FINANCIALS (continued) | |
| 158,000 | | | JPMorgan Chase & Co | | | | | | | | | | $ | 14,441,200 | | |
| 271,000 | | | Principal Financial Group Inc | | | | | | | | | | | 17,362,970 | | |
| 35,000 | | | Travelers Cos Inc/The | | | | | | | | | | | 4,428,550 | | |
| 485,000 | | | US Bancorp/MN | | | | | | | | | | | 25,181,200 | | |
| 225,000 | | | Wells Fargo & Co | | | | | | | | | | | 12,467,250 | | |
| | | 95,279,000 | | |
| | HEALTH CARE 16.9% | |
| 380,000 | | | Abbott Laboratories | | | | | | | | | | | 18,471,800 | | |
| 84,000 | | | AbbVie Inc | | | | | | | | | | | 6,090,840 | | |
| 98,000 | | | Baxter International Inc | | | | | | | | | | | 5,932,920 | | |
| 28,000 | | | Bio-Techne Corp | | | | | | | | | | | 3,290,000 | | |
| 123,500 | | | Bristol-Myers Squibb Co | | | | | | | | | | | 6,881,420 | | |
| 157,000 | | | Eli Lilly & Co | | | | | | | | | | | 12,921,100 | | |
| 166,000 | | | Johnson & Johnson | | | | | | | | | | | 21,960,140 | | |
| 343,500 | | | Medtronic PLC (e) | | | | | | | | | | | 30,485,625 | | |
| 137,000 | | | Patterson Cos Inc | | | | | | | | | | | 6,432,150 | | |
| 539,000 | | | Pfizer Inc | | | | | | | | | | | 18,105,010 | | |
| 527,000 | | | Roche Holding AG (d) | | | | | | | | | | | 16,758,600 | | |
| 83,000 | | | UnitedHealth Group Inc | | | | | | | | | | | 15,389,860 | | |
| | | 162,719,465 | | |
| | INDUSTRIALS 14.2% | |
| 91,000 | | | 3M Co | | | | | | | | | | | 18,945,290 | | |
| 181,000 | | | CH Robinson Worldwide Inc | | | | | | | | | | | 12,431,080 | | |
| 117,000 | | | Emerson Electric Co | | | | | | | | | | | 6,975,540 | | |
| 82,000 | | | Fastenal Co | | | | | | | | | | | 3,569,460 | | |
| 458,000 | | | General Electric Co | | | | | | | | | | | 12,370,580 | | |
| 195,000 | | | Graco Inc | | | | | | | | | | | 21,309,600 | | |
| 172,000 | | | Honeywell International Inc | | | | | | | | | | | 22,925,880 | | |
| 138,000 | | | Pentair PLC (a) | | | | | | | | | | | 9,182,520 | | |
| 80,000 | | | Toro Co/The | | | | | | | | | | | 5,543,200 | | |
| 210,100 | | | United Parcel Service Inc, Class B | | | | | | | | | | | 23,234,959 | | |
| | | 136,488,109 | | |
| | INFORMATION TECHNOLOGY 5.4% | |
| 12,400 | | | Alphabet Inc (b) | | | | | | | | | | | 11,268,252 | | |
| 420,000 | | | Corning Inc | | | | | | | | | | | 12,621,000 | | |
| 60,000 | | | International Business Machines Corp | | | | | | | | | | | 9,229,800 | | |
| 125,000 | | | QUALCOMM Inc | | | | | | | | | | | 6,902,500 | | |
| 638,000 | | | Western Union Co/The | | | | | | | | | | | 12,153,900 | | |
| | | 52,175,452 | | |
22
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS (continued) | |
| | MATERIALS 4.6% | |
| 240,000 | | | Bemis Co Inc | | | | | | | | | | $ | 11,100,000 | | |
| 193,000 | | | Ecolab Inc | | | | | | | | | | | 25,620,750 | | |
| 156,000 | | | HB Fuller Co | | | | | | | | | | | 7,973,160 | | |
| | | 44,693,910 | | |
| | REAL ESTATE 0.4% | |
| 165,000 | | | Physicians Realty Trust | | | | | | | | | | | 3,323,100 | | |
| | UTILITIES 1.1% | |
| 88,000 | | | ALLETE Inc | | | | | | | | | | | 6,307,840 | | |
| 98,000 | | | Xcel Energy Inc | | | | | | | | | | | 4,496,240 | | |
| | | 10,804,080 | | |
| | TOTAL COMMON STOCKS (cost $438,500,403) | | | | | | | | | | $ | 618,906,326
| | |
| | PREFERRED STOCKS 0.1% | |
| | UTILITIES 0.1% | |
| 40,000 | | | SCE Trust I | | | | | | | | | | $ | 1,004,800 | | |
| | TOTAL PREFERRED STOCKS (cost $986,226) | | | | | | | | | | $ | 1,004,800
| | |
| | SHORT-TERM INVESTMENTS 2.2% | |
| 21,328,094 | | | First American Government Obligations Fund, Class Z, 0.84% (c) (cost $21,328,094) | | | | | | | | | | $ | 21,328,094
| | |
| | TOTAL INVESTMENTS 99.8% (cost $770,197,971) | | | | | | | | | | $ | 960,406,951
| | |
| | OTHER ASSETS AND LIABILITIES (NET) 0.2% | | | | | | | | | | | 1,856,897 | | |
| | TOTAL NET ASSETS 100.0% | | | | | | | | | | $ | 962,263,848 | | |
(a) Foreign security denominated in U.S. dollars. As of June 30, 2017, these securities represented $41,642,774 or 4.3% of total net assets.
(b) Non-income producing.
(c) The rate quoted is the annualized seven-day effective yield as of June 30, 2017.
(d) American Depositary Receipt.
(e) Issuer headquartered overseas but considered domestic. In determining whether a security is foreign or domestic, the Adviser will generally look at the location of the headquarters of the issuer. However, if the issuer is believed by the Adviser to be headquartered in a jurisdiction primarily for tax purposes, the Adviser will consider the following additional factors: 1) the location of the primary exchange trading its securities; 2) where it derives the majority of its revenues, and/or 3) where it earns the majority of its profits.
(f) Step Bonds – Securities for which the interest rate will adjust on specified future date(s). The rate disclosed represents the interest rate in effect as of June 30, 2017.
23
Mairs & Power Balanced Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
(g) Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been determined to be liquid under guidelines established by the Fund's Board of Trustees. As of June 30, 2017, these securities represented $30,546,230 or 3.2% of total net assets.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Adviser.
See accompanying Notes to Financial Statements.
24
MAIRS & POWER SMALL CAP FUND (unaudited)
To Our Shareholders: June 30, 2017
The Mairs & Power Small Cap Fund returned 2.08% and 4.73% in the second quarter and first half of 2017 respectively compared to 1.71% and 2.79% for the S&P 600 Small Cap Total Return Index. The peer group, as measured by the Morningstar Small Blend category, was up 1.53% and 3.24% for the quarter and first half.
As has been the case over the last several quarters, the Fund's relative outperformance was driven by solid stock selection. Although, the Fund's underweight allocation in the energy sector, the worst performing sector in the small cap universe (down 36.8% in the first half), did aid relative performance as well.
Turning to stock selection, top contributors to performance included Graco (GGG) and Raven Industries (RAVN). When Graco's construction end markets were weaker, management made a point of investing in innovation, distribution and manufacturing automation despite a difficult operating environment. Management reasoned the company would build on its competitive advantage when some of their peers could not. As Graco's end markets have turned positive, the company is now benefiting from those investments in both market share gains and operating profit leverage. Similarly Raven Industries has been operating in a difficult agriculture market. But, the company invested in research and development to bring about innovation in its precision agriculture business. While the agriculture market has not recovered to the same extent construction has, it has stabilized and Raven is well positioned to take market share. Both of these top performers exemplify characteristics we look for in our long-term holdings: strong competitive positions combined with management's vision and willingness to take advantage of end market cycles to further improve their competitive advantages.
One of the largest underperformers in the Fund was Oasis Petroleum (OAS), an exploration and production company with significant acreage in the Bakken oil formation in North Dakota. As oil prices have come under pressure in the first half of the year, Oasis' end markets have obviously weakened. However, the company has continued to work on reducing drilling costs and improving recoveries, which should benefit them as energy markets stabilize. We have managed the impact of the company's operating volatility on the Fund by holding only a relatively modest position in the stock.
MAIRS & POWER SMALL CAP FUND (MSCFX)
Top Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Proto Labs Inc. | | | 29.89 | % | | Workiva Inc. | | | 36.77 | % | |
Catalent Inc. | | | 22.23 | % | | Raven Industries Inc. | | | 29.35 | % | |
Graco Inc. | | | 14.37 | % | | Graco Inc. | | | 28.73 | % | |
Bio-Techne Corp. | | | 13.88 | % | | Premier Inc. | | | 15.79 | % | |
Wintrust Financial Corp. | | | 8.88 | % | | Gentherm Inc. | | | 11.83 | % | |
Weak Performers
Second Quarter (3/31/17 – 6/30/17) | | Year To Date (12/31/16 – 6/30/17) | |
Oasis Petroleum Inc. | | | -45.26 | % | | Oasis Petroleum Inc. | | | -49.62 | % | |
Hub Group Inc., Cl A | | | -19.06 | % | | Hawkins Inc. | | | -16.88 | % | |
Cray Inc. | | | -17.69 | % | | Hub Group Inc., Cl A | | | -15.13 | % | |
Actuant Corp. | | | -8.35 | % | | United Fire Group Inc. | | | -13.18 | % | |
Apogee Enterprises Inc. | | | -6.36 | % | | Casey's General Stores Inc. | | | -12.69 | % | |
Past performance is no guarantee of future results.
25
MAIRS & POWER SMALL CAP FUND (unaudited) (continued)
During the second quarter Mocon, Cardinal Financial and PrivateBancorp were eliminated from the portfolio as they were all acquired by larger companies. PrivateBancorp was acquired by United Bankshares (UBSI) for stock, which we decided to retain, which results in the portfolio now having a new position. United Bankshares, like PrivateBancorp, is based in the Washington D.C. area, a region with strong demographic trends and the added scale brought about by the merger should help the bank leverage compliance costs over time.
Small cap stocks are trading near the upper end of their 10-year valuation range on a number of conventional measures. But, relative to large cap stocks they are still trading below their historical average premiums. Companies (both large and small) are seeing a recovery in revenue and earnings growth after a decline in 2016. While we have not seen improvements in top line productivity recently, we are hopeful that productivity gains (primarily in the form of factory automation) will help aid in this earnings re-acceleration. But it is still early in this trend. Overall we continue to feel fairly positive about the small cap market as these tailwinds in combination with the active acquisition market should benefit the portfolio.
Andrew R. Adams Lead Manager | | Allen D. Steinkopf Co-Manager | |
The Fund's investment objective, risks, charges and expenses must be considered carefully before investing. The summary prospectus or full prospectus contains this and other important information about the Fund and they may be obtained by calling Shareholder Services at (800) 304-7404 or by visiting www.mairsandpower.com. Read the summary prospectus or full prospectus carefully before investing.
All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or an offer of a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
All investments have risks. The Small Cap Fund is designed for long-term investors. Equity investments are subject to market fluctuations and the Fund's share price can fall because of weakness in the broad market, a particular industry or specific holdings. Investments in small and midcap companies generally are more volatile. International investing risks include among others political, social or economic instability, difficulty in predicting international trade patterns, taxation and foreign trading practices, and greater fluctuations in price than U.S. corporations. The Fund may invest in initial public offerings by small cap companies, which can involve greater risk than investments in companies that are already publicly traded.
Diversification does not guarantee profit or protect against loss.
S&P 600 Small Cap Total Return (S&P 600) is an index of small company stocks managed by Standard & Poor's that covers a broad range of small cap stocks in the U.S. The index is weighted according to market capitalization and covers about 3-4% of the total market for equities in the U.S. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
Morningstar Small Blend Category, as defined by Morningstar are stocks in the bottom 10% of the capitalization of the U.S. equity market are defined as small cap. The blend style is assigned to portfolios where neither growth nor value characteristics predominate. It is not possible to invest directly in an index.
26
Mairs & Power Small Cap Fund
PERFORMANCE INFORMATION (unaudited) June 30, 2017
Investment performance since commencement of operations (through June 30, 2017)
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund since commencement of operations.
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_ce006.jpg)
Average annual total returns for periods ended June 30, 2017
| | 1 Year | | 3 Year | | 5 Year | | Since Inception(2) | |
Mairs & Power Small Cap Fund | | | 19.16 | % | | | 8.69 | % | | | 15.87 | % | | | 18.78 | % | |
S&P 600 Small Cap Total Return Index(1) | | | 22.47 | % | | | 9.32 | % | | | 15.47 | % | | | 16.34 | % | |
Performance data quoted represents past performance and does not guarantee future results. All performance information shown includes the reinvestment of dividend and capital gain distributions, but does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. For the most recent month-end performance figures, visit the Fund's website at www.mairsandpower.com or call Shareholder Services at (800) 304-7404.
(1) The S&P 600 Small Cap Total Return Index is an index of small-company stocks managed by Standard & Poor's that covers a broad range of small cap stocks in the U.S. The index is weighted according to market capitalization and covers about 3-4% of the total market for equities in the U.S. It tracks both the capital gains of a group of stocks over time and assumes that any cash distributions, such as dividends, are reinvested back into the index. It is not possible to invest directly in an index.
(2) Since inception performance is as of August 11, 2011, which is the offering date of the Small Cap Fund.
27
Mairs & Power Small Cap Fund
FUND INFORMATION (unaudited) June 30, 2017
Portfolio Managers
Andrew R. Adams (C.F.A.), lead manager since 2011, University of Wisconsin-Madison, MS Finance 1997
Allen D. Steinkopf (C.F.A.), co-manager since January 1, 2015, University of Minnesota, MBA Finance 1986
General Information
Fund Symbol | | MSCFX | |
Net Asset Value (NAV) Per Share | | $ | 25.48 | | |
Expense Ratio | | | 1.05 | %1 | |
Portfolio Turnover Rate | | | 6.96 | % | |
Sales Charge | | | None2 | | |
Fund Inception Year | | | 2011 | | |
Portfolio Composition
![](https://capedge.com/proxy/N-CSRS/0001104659-17-055318/j17170141_ce007.jpg)
Top Ten Portfolio Holdings
(Percent of Total Net Assets) 3
Apogee Enterprises Inc | | | 3.6 | % | |
Wintrust Financial Corp | | | 3.5 | | |
Glacier Bancorp Inc | | | 3.5 | | |
ALLETE Inc | | | 3.4 | | |
Bio-Techne Corp | | | 3.2 | | |
Great Western Bancorp Inc | | | 3.1 | | |
Donaldson Co Inc | | | 3.1 | | |
Badger Meter Inc | | | 3.0 | | |
Physicians Realty Trust | | | 3.0 | | |
Oshkosh Corp | | | 2.9 | | |
Portfolio Diversification
(Percent of Total Net Assets)
Common Stocks 98.3% | |
Industrials | | | 26.6 | % | |
Financials | | | 22.4 | | |
Health Care | | | 11.1 | | |
Information Technology | | | 9.9 | | |
Consumer Discretionary | | | 6.9 | | |
Utilities | | | 6.5 | | |
Materials | | | 6.4 | | |
Real Estate | | | 5.1 | | |
Consumer Staples | | | 2.8 | | |
Energy | | | 0.6 | | |
Short-term Investments 1.7%4 | | | 1.7 | | |
| | | 100.0 | % | |
1 Ratio has been annualized for the six month period ended June 30, 2017.
2 Although the Fund is no-load, investment management fees and other expenses still apply.
3 All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or offer for a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.
4 Represents short-term investments and other assets and liabilities (net).
As of September 30, 2016, the Small Cap Fund is closed to new investors. The close is intended to promote long-term investments in the Fund, thereby contributing to a more stable asset base and the continued efficient management of the Fund.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Adviser.
28
Mairs & Power Small Cap Fund
SCHEDULE OF INVESTMENTS (unaudited) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS 98.3% | |
| | CONSUMER DISCRETIONARY 6.9% | |
| 20,100 | | | Buffalo Wild Wings Inc (b) | | $ | 2,546,670 | | |
| 316,485 | | | Gentherm Inc (b) | | | 12,279,618 | | |
| 259,323 | | | Marcus Corp/The | | | 7,831,555 | | |
| 381,700 | | | Tile Shop Holdings Inc | | | 7,882,105 | | |
| | | 30,539,948 | | |
| | CONSUMER STAPLES 2.8% | |
| 114,400 | | | Casey's General Stores Inc | | | 12,253,384 | | |
| | ENERGY 0.6% | |
| 348,500 | | | Oasis Petroleum Inc (b) | | | 2,805,425 | | |
| | FINANCIALS 22.4% | |
| 464,300 | | | Associated Banc-Corp | | | 11,700,360 | | |
| 247,113 | | | Bank Mutual Corp | | | 2,261,084 | | |
| 132,600 | | | Cullen/Frost Bankers Inc | | | 12,452,466 | | |
| 193,148 | | | EMC Insurance Group Inc | | | 5,365,651 | | |
| 429,900 | | | Glacier Bancorp Inc | | | 15,738,639 | | |
| 341,500 | | | Great Western Bancorp Inc | | | 13,936,615 | | |
| 83,717 | | | QCR Holdings Inc | | | 3,968,186 | | |
| 193,415 | | | United Bankshares Inc/WV | | | 7,581,868 | | |
| 252,012 | | | United Fire Group Inc | | | 11,103,649 | | |
| 206,800 | | | Wintrust Financial Corp | | | 15,807,792 | | |
| | | 99,916,310 | | |
| | HEALTH CARE 11.1% | |
| 120,000 | | | Bio-Techne Corp | | | 14,100,000 | | |
| 71,815 | | | Cardiovascular Systems Inc (b) | | | 2,314,597 | | |
| 338,800 | | | Catalent Inc (b) | | | 11,891,880 | | |
| 212,900 | | | Patterson Cos Inc | | | 9,995,655 | | |
| 306,749 | | | Premier Inc (b) | | | 11,042,964 | | |
| | | 49,345,096 | | |
| | INDUSTRIALS 26.6% | |
| 499,900 | | | Actuant Corp | | | 12,297,540 | | |
| 284,300 | | | Apogee Enterprises Inc | | | 16,159,612 | | |
| 299,768 | | | Donaldson Co Inc | | | 13,651,434 | | |
| 282,700 | | | Generac Holdings Inc (b) | | | 10,213,951 | | |
| 107,100 | | | Graco Inc | | | 11,703,888 | | |
| 219,600 | | | Hub Group Inc, Class A (b) | | | 8,421,660 | | |
| 186,600 | | | Oshkosh Corp | | | 12,853,008 | | |
29
Mairs & Power Small Cap Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | COMMON STOCKS (continued) | |
| | INDUSTRIALS (continued) | |
| 84,600 | | | Proto Labs Inc (b) | | $ | 5,689,350 | | |
| 173,376 | | | Raven Industries Inc | | | 5,773,421 | | |
| 58,900 | | | Snap-on Inc | | | 9,306,200 | | |
| 153,111 | | | Tennant Co | | | 11,299,592 | | |
| 17,300 | | | Toro Co/The | | | 1,198,717 | | |
| | | 118,568,373 | | |
| | INFORMATION TECHNOLOGY 9.9% | |
| 336,710 | | | Badger Meter Inc | | | 13,417,894 | | |
| 425,620 | | | Cray Inc (b) | | | 7,831,408 | | |
| 161,200 | | | CyberOptics Corp (b) | | | 3,328,780 | | |
| 70,934 | | | NVE Corp | | | 5,461,918 | | |
| 58,000 | | | SPS Commerce Inc (b) | | | 3,698,080 | | |
| 173,500 | | | Stratasys Ltd (a) (b) | | | 4,044,285 | | |
| 73,926 | | | VASCO Data Security International Inc (b) | | | 1,060,838 | | |
| 286,080 | | | Workiva Inc (b) | | | 5,449,824 | | |
| | | 44,293,027 | | |
| | MATERIALS 6.4% | |
| 260,500 | | | Bemis Co Inc | | | 12,048,125 | | |
| 155,980 | | | Hawkins Inc | | | 7,229,673 | | |
| 181,400 | | | HB Fuller Co | | | 9,271,354 | | |
| | | 28,549,152 | | |
| | REAL ESTATE 5.1% | |
| 208,406 | | | Agree Realty Corp | | | 9,559,583 | | |
| 662,300 | | | Physicians Realty Trust | | | 13,338,722 | | |
| | | 22,898,305 | | |
| | UTILITIES 6.5% | |
| 212,100 | | | ALLETE Inc | | | 15,203,328 | | |
| 144,100 | | | Black Hills Corp | | | 9,722,427 | | |
| 162,300 | | | MDU Resources Group Inc | | | 4,252,260 | | |
| | | 29,178,015 | | |
| | | | TOTAL COMMON STOCKS (cost $356,665,624) | | $ | 438,347,035
| | |
30
Mairs & Power Small Cap Fund
SCHEDULE OF INVESTMENTS (unaudited) (continued) June 30, 2017
Shares | | Security Description | | Fair Value | |
| | SHORT-TERM INVESTMENTS 1.7% | |
| 7,764,417 | | | First American Government Obligations Fund, Class Z, 0.84% (c) (cost $7,764,417) | | $ | 7,764,417 | | |
| | TOTAL INVESTMENTS 100.0% (cost $364,430,041) | | $ | 446,111,452 | | |
| | OTHER ASSETS AND LIABILITIES (NET) 0.0% (d) | | | 84,845 | | |
| | TOTAL NET ASSETS 100.0% | | $ | 446,196,297 | | |
(a) Foreign security denominated in U.S. dollars. As of June 30, 2017, these securities represented $4,044,285 or 0.9% of total net assets.
(b) Non-income producing.
(c) The rate quoted is the annualized seven-day effective yield as of June 30, 2017.
(d) Percentage is less than 0.05%.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Adviser.
See accompanying Notes to Financial Statements.
31
STATEMENTS OF ASSETS AND LIABILITIES (unaudited) June 30, 2017
| | Mairs & Power Growth Fund | | Mairs & Power Balanced Fund | | Mairs & Power Small Cap Fund | |
ASSETS | |
Investments, at fair value (Note 1): | |
Unaffiliated securities * | | $ | 4,557,700,920 | | | $ | 960,406,951 | | | $ | 446,111,452 | | |
Affiliated securities (Note 5) * | | | 60,140,000 | | | | - | | | | - | | |
| | | 4,617,840,920 | | | | 960,406,951 | | | | 446,111,452 | | |
Receivable for Fund shares sold | | | 4,897,015 | | | | 1,870,200 | | | | 366,229 | | |
Receivable for securities sold | | | 696,260 | | | | - | | | | 1,260,876 | | |
Dividends and interest receivable | | | 3,729,687 | | | | 4,130,925 | | | | 360,384 | | |
Prepaid expenses and other assets | | | 120,591 | | | | 58,474 | | | | 44,534 | | |
| | | 4,627,284,473 | | | | 966,466,550 | | | | 448,143,475 | | |
LIABILITIES | |
Payable for Fund shares redeemed | | | 1,500,392 | | | | 1,046,816 | | | | 68,106 | | |
Payable for securities purchased | | | 8,666,335 | | | | 2,557,324 | | | | 1,477,799 | | |
Accrued investment management fees (Note 2) | | | 2,057,589 | | | | 455,414 | | | | 321,914 | | |
Accrued Fund administration fees (Note 2) | | | 129,016 | | | | 27,269 | | | | 12,165 | | |
Accrued audit and tax fees | | | 25,828 | | | | 22,629 | | | | 17,049 | | |
Accrued transfer agent fees | | | 187,471 | | | | 40,888 | | | | 24,373 | | |
Accrued Trustee fees | | | - | | | | 94 | | | | - | | |
Other accrued fees | | | 192,692 | | | | 52,268 | | | | 25,772 | | |
| | | 12,759,323 | | | | 4,202,702 | | | | 1,947,178 | | |
NET ASSETS | | $ | 4,614,525,150 | | | $ | 962,263,848 | | | $ | 446,196,297 | | |
NET ASSETS CONSIST OF | |
Portfolio capital | | $ | 2,338,478,497 | | | $ | 758,759,630 | | | $ | 348,794,950 | | |
Undistributed net investment income | | | 221,879 | | | | 106,823 | | | | 1,293,299 | | |
Undistributed net realized gain on investments | | | 298,954,589 | | | | 13,188,415 | | | | 14,426,637 | | |
Net unrealized appreciation on investments | | | 1,976,870,185 | | | | 190,208,980 | | | | 81,681,411 | | |
TOTAL NET ASSETS | | $ | 4,614,525,150 | | | $ | 962,263,848 | | | $ | 446,196,297 | | |
Fund shares, par value | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | |
Authorized | | | unlimited | | | | unlimited | | | | unlimited | | |
Fund shares issued and outstanding | | | 37,817,538 | | | | 10,568,205 | | | | 17,509,203 | | |
Net asset value per share | | $ | 122.02 | | | $ | 91.05 | | | $ | 25.48 | | |
* Cost of investments | |
Cost of unaffiliated securities | | $ | 2,585,072,000 | | | $ | 770,197,971 | | | $ | 364,430,041 | | |
Cost of affiliated securities (Note 5) | | | 55,898,735 | | | | - | | | | - | | |
| | $ | 2,640,970,735 | | | $ | 770,197,971 | | | $ | 364,430,041 | | |
See accompanying Notes to Financial Statements.
32
STATEMENT OF OPERATIONS (unaudited) Six Months Ended June 30, 2017
| | Mairs & Power Growth Fund | | Mairs & Power Balanced Fund | | Mairs & Power Small Cap Fund | |
INVESTMENT INCOME | |
Income: | |
Dividends from unaffiliated securities * | | $ | 44,281,100 | | | $ | 7,535,831 | | | $ | 3,366,326 | | |
Dividends from affiliated securities (Note 5) | | | 632,891 | | | | - | | | | - | | |
Interest income | | | 188,145 | | | | 6,545,026 | | | | 18,451 | | |
TOTAL INCOME | | | 45,102,136 | | | | 14,080,857 | | | | 3,384,777 | | |
Expenses: | |
Investment management fees (Note 2) | | | 12,517,359 | | | | 2,769,102 | | | | 1,885,709 | | |
Fund administration fees (Note 2) | | | 439,304 | | | | 94,646 | | | | 47,033 | | |
Fund accounting fees | | | 236,049 | | | | 84,810 | | | | 42,821 | | |
Trustees' fees (Note 2) | | | 126,678 | | | | 25,499 | | | | 10,686 | | |
Transfer agent fees | | | 795,877 | | | | 199,779 | | | | 127,824 | | |
Custodian fees | | | 133,555 | | | | 29,456 | | | | 15,477 | | |
Legal and audit fees | | | 76,528 | | | | 31,373 | | | | 21,570 | | |
Printing and mailing fees | | | 83,029 | | | | 25,968 | | | | 19,331 | | |
Other fees | | | 130,233 | | | | 45,845 | | | | 25,129 | | |
TOTAL EXPENSES | | | 14,538,612 | | | | 3,306,478 | | | | 2,195,580 | | |
NET INVESTMENT INCOME | | | 30,563,524 | | | | 10,774,379 | | | | 1,189,197 | | |
REALIZED AND UNREALIZED GAIN (LOSS) (Note 4) | |
Net realized gain on investments | |
Unaffiliated issuers | | | 252,128,545 | | | | 11,696,117 | | | | 10,409,718 | | |
Affiliated issuers (Note 5) | | | 1,772,169 | | | | - | | | | - | | |
| | | 253,900,714 | | | | 11,696,117 | | | | 10,409,718 | | |
Change in net unrealized appreciation on investments | | | 61,004,657 | | | | 26,902,999 | | | | 7,802,895 | | |
NET GAIN ON INVESTMENTS | | | 314,905,371 | | | | 38,599,116 | | | | 18,212,613 | | |
NET INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 345,468,895 | | | $ | 49,373,495 | | | $ | 19,401,810 | | |
* Net of foreign taxes withheld: | | $ | 522,425 | | | $ | 81,215 | | | $ | - | | |
See accompanying Notes to Financial Statements.
33
Mairs & Power Growth Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Six Months Ended June 30, 2017 (Unaudited) | | Year Ended December 31, 2016 | |
OPERATIONS | |
Net investment income | | $ | 30,563,524 | | | $ | 59,014,988 | | |
Net realized gain on investments sold | | | 253,900,714 | | | | 228,541,974 | | |
Net change in unrealized appreciation of investments | | | 61,004,657 | | | | 293,729,932 | | |
NET INCREASE IN NET ASSETS FROM OPERATIONS | | | 345,468,895 | | | | 581,286,894 | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM | |
Net investment income | | | (30,444,670 | ) | | | (59,223,124 | ) | |
Net realized gain on investments sold | | | - | | | | (185,712,022 | ) | |
TOTAL DISTRIBUTIONS TO SHAREHOLDERS | | | (30,444,670 | ) | | | (244,935,146 | ) | |
CAPITAL TRANSACTIONS | |
Proceeds from shares sold | | | 212,152,172 | | | | 577,802,660 | | |
Reinvestment of distributions from net investment income and net realized gains | | | 28,229,961 | | | | 230,788,986 | | |
Cost of shares redeemed | | | (333,353,798 | ) | | | (589,735,067 | ) | |
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS | | | (92,971,665 | ) | | | 218,856,579 | | |
TOTAL INCREASE IN NET ASSETS | | | 222,052,560 | | | | 555,208,327 | | |
NET ASSETS | |
Beginning of period | | | 4,392,472,590 | | | | 3,837,264,263 | | |
End of period (including undistributed net investment income of $221,879 and $103,025, respectively) | | $ | 4,614,525,150 | | | $ | 4,392,472,590 | | |
FUND SHARE TRANSACTIONS | |
Shares sold | | | 1,782,565 | | | | 5,121,591 | | |
Shares issued for reinvested distributions | | | 231,995 | | | | 2,024,148 | | |
Shares redeemed | | | (2,785,990 | ) | | | (5,296,639 | ) | |
NET INCREASE (DECREASE) IN FUND SHARES | | | (771,430 | ) | | | 1,849,100 | | |
See accompanying Notes to Financial Statements.
34
Mairs & Power Balanced Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Six Months Ended June 30, 2017 (Unaudited) | | Year Ended December 31, 2016 | |
OPERATIONS | |
Net investment income | | $ | 10,774,379 | | | $ | 17,794,126 | | |
Net realized gain on investments sold | | | 11,696,117 | | | | 11,922,537 | | |
Net change in unrealized appreciation of investments | | | 26,902,999 | | | | 48,030,253 | | |
NET INCREASE IN NET ASSETS FROM OPERATIONS | | | 49,373,495 | | | | 77,746,916 | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM | |
Net investment income | | | (10,684,846 | ) | | | (17,835,606 | ) | |
Net realized gain on investments sold | | | - | | | | (10,422,947 | ) | |
TOTAL DISTRIBUTIONS TO SHAREHOLDERS | | | (10,684,846 | ) | | | (28,258,553 | ) | |
CAPITAL TRANSACTIONS | |
Proceeds from shares sold | | | 134,923,435 | | | | 246,503,157 | | |
Reinvestment of distributions from net investment income and net realized gains | | | 10,330,712 | | | | 27,374,812 | | |
Cost of shares redeemed | | | (83,104,489 | ) | | | (129,621,052 | ) | |
INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS | | | 62,149,658 | | | | 144,256,917 | | |
TOTAL INCREASE IN NET ASSETS | | | 100,838,307 | | | | 193,745,280 | | |
NET ASSETS | |
Beginning of period | | | 861,425,541 | | | | 667,680,261 | | |
End of period (including undistributed net investment income of $106,823 and $10,414, respectively) | | $ | 962,263,848 | | | $ | 861,425,541 | | |
FUND SHARE TRANSACTIONS | |
Shares sold | | | 1,511,685 | | | | 2,859,341 | | |
Shares issued for reinvested distributions | | | 114,408 | | | | 316,060 | | |
Shares redeemed | | | (926,127 | ) | | | (1,533,511 | ) | |
NET INCREASE IN FUND SHARES | | | 699,966 | | | | 1,641,890 | | |
See accompanying Notes to Financial Statements.
35
Mairs & Power Small Cap Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Six Months Ended June 30, 2017 (Unaudited) | | Year Ended December 31, 2016 | |
OPERATIONS | |
Net investment income | | $ | 1,189,197 | | | $ | 1,245,987 | | |
Net realized gain on investments sold | | | 10,409,718 | | | | 8,795,727 | | |
Net change in unrealized appreciation of investments | | | 7,802,895 | | | | 55,509,050 | | |
NET INCREASE IN NET ASSETS FROM OPERATIONS | | | 19,401,810 | | | | 65,550,764 | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM | |
Net investment income | | | - | | | | (1,192,986 | ) | |
Net realized gain on investments sold | | | - | | | | (5,933,906 | ) | |
TOTAL DISTRIBUTIONS TO SHAREHOLDERS | | | - | | | | (7,126,892 | ) | |
CAPITAL TRANSACTIONS | |
Proceeds from shares sold | | | 73,314,686 | | | | 166,097,410 | | |
Reinvestment of distributions from net investment income and net realized gains | | | - | | | | 6,817,946 | | |
Cost of shares redeemed * | | | (28,963,168 | ) | | | (42,733,307 | ) | |
INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS | | | 44,351,518 | | | | 130,182,049 | | |
TOTAL INCREASE IN NET ASSETS | | | 63,753,328 | | | | 188,605,921 | | |
NET ASSETS | |
Beginning of period | | | 382,442,969 | | | | 193,837,048 | | |
End of period (including undistributed net investment income of $1,293,299 and $104,102, respectively) | | $ | 446,196,297 | | | $ | 382,442,969 | | |
FUND SHARE TRANSACTIONS | |
Shares sold | | | 2,954,414 | | | | 7,497,583 | | |
Shares issued for reinvested distributions | | | - | | | | 279,653 | | |
Shares redeemed | | | (1,163,667 | ) | | | (2,008,979 | ) | |
NET INCREASE IN FUND SHARES | | | 1,790,747 | | | | 5,768,257 | | |
* Net of redemption fees of: | | $ | 30,653 | | | $ | 55,910 | | |
See accompanying Notes to Financial Statements.
36
NOTES TO FINANCIAL STATEMENTS (unaudited) June 30, 2017
Note 1 – Organization and Significant Accounting Policies
Mairs & Power Funds Trust (the Trust) is a no-load, diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). Mairs & Power Growth Fund (the Growth Fund), Mairs & Power Balanced Fund (the Balanced Fund) and Mairs & Power Small Cap Fund (the Small Cap Fund) (individually a Fund and collectively the Funds) are series within the Trust. Mairs & Power, Inc. (the Adviser) is the investment adviser of each Fund. The objective of the Growth Fund is to provide shareholders with a diversified portfolio of common stocks, which have the potential for above-average, long-term appreciation. The objective of the Balanced Fund is to provide capital growth, current income and preservation of capital. The objective of the Small Cap Fund is to seek above-average, long-term appreciation. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 "Financial Services – Investment Companies."
Significant accounting policies of the Funds are as follows:
Security Valuations
Security valuations for each Fund's investments are furnished by independent pricing services that have been approved by the Trust's Board of Trustees (the Board). Investments in listed equity securities are valued at the last quoted sale price on the securities exchange on which such securities are principally traded or at the NASDAQ Official Closing Price if readily available for such securities on each business day. Other equity securities traded in the over-the-counter market and listed equity securities for which no sale was reported on that date are valued at the last quoted bid price. Debt obligations exceeding 60 days to maturity are valued at the bid price furnished by an independent pricing service. Debt obligations with 60 days or less remaining until maturity may be valued at the bid price furnished by an independent pricing service and in certain circumstances may be valued at their amortized cost, which approximates fair value. Pricing service prices for debt obligations are based on various evaluative and matrix-based methodologies and models that use market inputs such as market transactions, dealer quotations, benchmark yields and issuer, industry and economic events. These techniques generally consider overall market conditions and such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity and ratings.
Securities for which prices are not available from an independent pricing service, but where an active market exists, are valued using market quotations obtained from two or more dealers that make markets in the securities. When market quotations are not readily available, or when the last quoted sale price is not considered representative of the value of the security if it were to be sold on that day, the security will be valued at fair value as determined in good faith by the Fair Value Committee appointed by the Board, pursuant to procedures approved by the Board.
When determining the value of a security, the Fair Value Committee takes into consideration all indications of value that appear relevant under the particular circumstances as well as fundamental analytical data relating to the security, the nature and duration of any restrictions on the disposition of the security, and the forces influencing the market in which the security is purchased or sold in addition to other more specific factors that may be applied on a case-by-case basis. Consequently, the value of the security used by a Fund may differ from a quoted or published price for the same security. Fair value pricing involves subjective judgments and it is possible that the fair value determined for the security is materially different than the value that could be realized upon the sale of that security. As of June 30, 2017, no securities were valued using this method.
Fair Valuation Measurements
The Trust has adopted authoritative fair valuation accounting standards, which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs
37
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued) June 30, 2017
Note 1 – Organization and Significant Accounting Policies (continued)
Fair Valuation Measurements (continued)
and valuation techniques used to develop the measurements of fair value and changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:
• Level 1 – Quoted prices in active markets for identical securities.
• Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
• Level 3 – Significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments).
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the securities held by each Fund as of June 30, 2017:
| | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Level 1* | | $ | 4,617,840,920 | | | $ | 647,599,947 | | | $ | 446,111,452 | | |
Level 2** | | | - | | | | 312,807,004 | | | | - | | |
Level 3 | | | - | | | | - | | | | - | | |
Total | | $ | 4,617,840,920 | | | $ | 960,406,951 | | | $ | 446,111,452 | | |
* All Level 1 investments are equity securities (common stocks and preferred securities) and short-term investments.
** All Level 2 investments are fixed income securities, excluding preferred securities.
For detail of securities by major sector classification for the Funds, please refer to the Schedules of Investments.
The Funds had no transfers among levels during the period and did not hold any Level 3 investments during the period ended June 30, 2017.
Security Transactions and Investment Income
Security transactions are recorded on the date on which securities are purchased or sold. Dividend income and corporate action transactions are recorded on the ex-dividend date. Interest income, including the accretion of discounts and amortization of premiums, is recorded on an accrual basis. Premiums and discounts are amortized using the effective interest method. Realized gains and losses are reported on an identified cost basis.
Income Taxes
Each Fund is a "regulated investment company" as defined in Subtitle A, Chapter 1, Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). No provisions have been made for federal income taxes as it is the intention of each Fund to comply with the provisions of the Code applicable to regulated investment companies and to make distributions of income and realized gains sufficient to relieve it from all or substantially all excise and income taxes.
As of June 30, 2017, the Trust did not have any tax positions that did not meet the "more-likely-than-not" threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all tax returns filed for the last three years.
As of December 31, 2016, none of the Funds had capital loss carryforwards nor did they have any qualified later year losses for federal tax purposes.
38
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued) June 30, 2017
Note 1 – Organization and Significant Accounting Policies (continued)
Basis of Presentation
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates.
In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated recognition of disclosures.
Expense Allocation
Common expenses incurred by the Trust are allocated among the Funds based on their relative assets. Fund specific expenses are charged directly to the Fund that incurred the expense.
Note 2 – Related-Party Transactions
Investment Management and Fund Administration Fees
The Adviser provides investment management services to the Funds under a written agreement (the Management Agreement) approved by the Board. Pursuant to the Management Agreement, the Adviser is paid a monthly fee on average daily net assets at the following annual rates:
| | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Up to $2.5 Billion | | | 0.60 | % | | | 0.60 | % | | | 0.90 | % | |
Over $2.5 Billion | | | 0.50 | % | | | 0.60 | % | | | 0.90 | % | |
As described below, effective June 1, 2017, the Adviser also provides various administrative services to the Funds under the Management Agreement. Through May 31, 2017 the Adviser provided fund administration services to the Funds under a written fund administration servicing agreement (the Administration Agreement) approved by the Board. The Adviser provided general fund management under this agreement, which included liaison to and oversight of Fund service providers, coordination of Board activities and shareholder meetings and assistance in updating and monitoring Fund compliance and financial and tax reporting. The fund administration fee paid to the Adviser was computed at an annual rate of 0.00281% of average daily net assets. As described below the Administration Agreement terminated effective June 1, 2017. Fund administration fees incurred for the six months ended June 30, 2017 and fund administration fees payable to the Adviser as of June 30, 2017 were as follows:
| | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Fund administration fees incurred | | $ | 52,687 | | | $ | 10,747 | | | $ | 4,856 | | |
Fund administration fees payable | | | - | | | | - | | | | - | | |
Effective June 1, 2017 and following approval by the Board, the Adviser amended and restated the Management Agreement for the purpose of incorporating the administrative services previously provided by the Adviser to the Trust under the Administration Agreement and making other related clerical updates. Administrative services provided include operational support, compliance services, service provider oversight and general fund management. In connection with the amendment of the Management Agreement, the Administration Agreement was terminated effective June 1, 2017. There was no reduction or modification to the nature or level of services provided by the Adviser to the Funds in connection with the foregoing, and the amount of advisory fees payable to the Adviser by each Fund under the Management Agreement did not increase.
39
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued) June 30, 2017
Note 2 – Related-Party Transactions (continued)
Pursuant to an administration agreement between the Funds and U.S. Bancorp Fund Services, LLC (USBFS), the Funds are charged an administration fee paid to USBFS. The administrator provides performance reporting, financial reporting, tax reporting, and compliance and regulatory reporting. Administration fees from USBFS incurred for the six months ended June 30, 2017 and administration fees payable to USBFS as of June 30, 2017 were as follows:
| | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Administration fees paid | | $ | 386,617 | | | $ | 83,899 | | | $ | 42,177 | | |
Administration fees payable | | | 129,016 | | | | 27,269 | | | | 12,165 | | |
Trustees' Fees
The Funds pay compensation to the disinterested Trustees of the Trust. The Funds do not pay remuneration to officers or to Trustees who are officers, directors or employees of the Adviser.
Note 3 – Indemnifications
In the normal course of business, the Trust enters into contracts that contain general indemnifications to other parties. The Trust's maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. The Trust expects the risk of loss to be remote.
Note 4 – Distributions Paid, Distributable Earnings and Investment Transactions
Net investment income and net realized capital gains (losses) may differ for financial reporting and tax purposes because of temporary or permanent book/tax differences. To the extent these differences are permanent, reclassifications are made to the appropriate equity accounts in the period that the difference arises.
Distributions to shareholders are determined in accordance with income tax regulations that may differ from GAAP, and due to the timing of the distributions, the fiscal year in which the amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by each Fund.
The tax character of distributions paid during the six months ended June 30, 2017 and the year ended December 31, 2016, were as follows:
Six months ended June 30, 2017 | |
Distributions paid from: | | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Ordinary income | | $ | 30,444,670 | | | $ | 10,684,846 | | | $ | - | | |
Long-term capital gains | | | - | | | | - | | | | - | | |
Total distributions paid | | $ | 30,444,670 | | | $ | 10,684,846 | | | $ | - | | |
Year ended December 31, 2016 | |
Distributions paid from: | | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Ordinary income | | $ | 59,223,124 | | | $ | 17,835,606 | | | $ | 1,192,986 | | |
Long-term capital gains | | | 185,712,022 | | | | 10,422,947 | | | | 5,933,906 | | |
Total distributions paid | | $ | 244,935,146 | | | $ | 28,258,553 | | | $ | 7,126,892 | | |
Ordinary income distributions include net short-term capital gains. The Funds are designating as long-term capital gain dividends, pursuant to Section 852(b)(3) of the Code, the amount necessary to reduce the earnings and profits of the Funds related to net capital gain to zero. To the extent necessary to fully distribute such capital gain, the Funds also designate earnings and profits distributed to shareholders on the redemption of shares.
40
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued) June 30, 2017
Note 4 – Distributions Paid, Distributable Earnings and Investment Transactions (continued)
At December 31, 2016, the components of accumulated earnings (losses) on a tax basis were as follows:
| | Growth Fund | | Balanced Fund | | Small Cap Fund | |
Cost of investments | | $ | 2,465,213,288 | | | $ | 685,344,988 | | | $ | 308,256,590 | | |
Gross unrealized appreciation | | $ | 2,000,238,014 | | | $ | 174,864,498 | | | $ | 83,613,352 | | |
Gross unrealized depreciation | | | (85,167,102 | ) | | | (11,559,909 | ) | | | (10,362,757 | ) | |
Net unrealized appreciation | | $ | 1,915,070,912 | | | $ | 163,304,589 | | | $ | 73,250,595 | | |
Undistributed ordinary income | | $ | 103,025 | | | $ | 10,414 | | | $ | 104,102 | | |
Undistributed long-term capital gains | | | 30,498,982 | | | | 55,397 | | | | 3,995,908 | | |
Total distributable earnings | | $ | 30,602,007 | | | $ | 65,811 | | | $ | 4,100,010 | | |
Other accumulated earnings | | | - | | | | - | | | | - | | |
Total accumulated earnings | | $ | 1,945,672,919 | | | $ | 163,370,400 | | | $ | 77,350,605 | | |
The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.
Purchases and sales of investment securities, excluding government securities, short-term securities and temporary cash investments, during the six months ended June 30, 2017 were as follows:
| | Purchases | | Sales | |
Growth Fund | | $ | 252,639,826 | | | $ | 214,270,180 | | |
Balanced Fund | | | 112,709,149 | | | | 44,131,529 | | |
Small Cap Fund | | | 78,244,783 | | | | 28,882,324 | | |
The Funds did not make any purchases and/or sales of government securities during the six months ended June 30, 2017.
Note 5 – Transactions With Affiliated Companies
The Growth Fund owned 5% or more of the voting securities of the following companies during the six months ended June 30, 2017. As a result, these companies are deemed to be affiliates of the Growth Fund as defined by the 1940 Act. Transactions during the period in these securities of affiliated companies were as follows:
Growth Fund
| | Share Activity | | | | | |
Security Name | | Balance 12/31/16 | | Purchases | | Sales | | Balance 06/30/17 | | Dividend Income | | Fair Value at 06/30/17 | |
Cray Inc | | | 2,070,000 | | | | 10,000 | | | | - | | | | 2,080,000 | | | $ | - | | | $ | 38,272,000 | | |
NVE Corp | | | 348,891 | | | | - | | | | 64,891 | | | | 284,000 | | | | 632,891 | | | | 21,868,000 | | |
| | | | | | | | | | $ | 632,891 | | | $ | 60,140,000 | | |
41
Mairs & Power Growth Fund
FINANCIAL HIGHLIGHTS
SELECTED DATA AND RATIOS
(for a share outstanding throughout each period)
| | Six Months Ended | | Year Ended December 31, | |
| | June 30, 2017 (1) | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 | |
| | (unaudited) | | | | | | | | | | | |
Per Share | |
Net asset value, beginning of period | | $ | 113.83 | | | $ | 104.44 | | | $ | 116.20 | | | $ | 111.09 | | | $ | 83.95 | | | $ | 70.78 | | |
Income from investment operations: | |
Net investment income | | | 0.82 | | | | 1.61 | | | | 1.68 | | | | 1.54 | | | | 1.23 | | | | 1.33 | | |
Net realized and unrealized gain (loss) | | | 8.18 | | | | 14.43 | | | | (5.17 | ) | | | 7.48 | | | | 28.58 | | | | 14.08 | | |
Total from investment operations | | | 9.00 | | | | 16.04 | | | | (3.49 | ) | | | 9.02 | | | | 29.81 | | | | 15.41 | | |
Distributions to shareholders from: | |
Net investment income | | | (0.81 | ) | | | (1.61 | ) | | | (1.67 | ) | | | (1.53 | ) | | | (1.23 | ) | | | (1.34 | ) | |
Net realized gains on investments sold | | | - | | | | (5.04 | ) | | | (6.60 | ) | | | (2.38 | ) | | | (1.44 | ) | | | (0.90 | ) | |
Total distributions | | | (0.81 | ) | | | (6.65 | ) | | | (8.27 | ) | | | (3.91 | ) | | | (2.67 | ) | | | (2.24 | ) | |
Net asset value, end of period | | $ | 122.02 | | | $ | 113.83 | | | $ | 104.44 | | | $ | 116.20 | | | $ | 111.09 | | | $ | 83.95 | | |
Total investment return | | | 7.91 | % | | | 15.38 | % | | | (3.07 | )% | | | 8.12 | % | | | 35.64 | % | | | 21.91 | % | |
Net assets, end of period, in thousands | | $ | 4,614,525 | | | $ | 4,392,473 | | | $ | 3,837,264 | | | $ | 4,297,475 | | | $ | 3,964,530 | | | $ | 2,498,207 | | |
Ratios/supplemental data: | |
Ratio of expenses to average net assets | | | 0.64 | % | | | 0.66 | % | | | 0.65 | % | | | 0.65 | % | | | 0.67 | % | | | 0.70 | % | |
Ratio of net investment income to average net assets | | | 1.36 | | | | 1.42 | | | | 1.43 | | | | 1.36 | | | | 1.27 | | | | 1.69 | | |
Portfolio turnover rate | | | 4.79 | | | | 10.99 | | | | 9.64 | | | | 6.42 | | | | 3.79 | | | | 1.58 | | |
(1) For the six months ended June 30, 2017, all ratios have been annualized except total investment return and portfolio turnover.
See accompanying Notes to Financial Statements.
42
Mairs & Power Balanced Fund
FINANCIAL HIGHLIGHTS
SELECTED DATA AND RATIOS
(for a share outstanding throughout each period)
| | Six Months Ended | | Year Ended December 31, | |
| | June 30, 2017 (1) | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 | |
| | (unaudited) | | | | | | | | | | | |
Per Share | |
Net asset value, beginning of period | | $ | 87.29 | | | $ | 81.16 | | | $ | 86.79 | | | $ | 82.31 | | | $ | 70.83 | | | $ | 62.15 | | |
Income from investment operations: | |
Net investment income | | | 1.03 | | | | 1.99 | | | | 2.14 | | | | 1.98 | | | | 1.79 | | | | 1.89 | | |
Net realized and unrealized gain (loss) | | | 3.75 | | | | 7.21 | | | | (4.34 | ) | | | 4.59 | | | | 11.58 | | | | 8.79 | | |
Total from investment operations | | | 4.78 | | | | 9.20 | | | | (2.20 | ) | | | 6.57 | | | | 13.37 | | | | 10.68 | | |
Distributions to shareholders from: | |
Net investment income | | | (1.02 | ) | | | (1.99 | ) | | | (2.13 | ) | | | (2.00 | ) | | | (1.78 | ) | | | (1.91 | ) | |
Net realized gains on investments sold | | | - | | | | (1.08 | ) | | | (1.30 | ) | | | (0.09 | ) | | | (0.11 | ) | | | (0.09 | ) | |
Total distributions | | | (1.02 | ) | | | (3.07 | ) | | | (3.43 | ) | | | (2.09 | ) | | | (1.89 | ) | | | (2.00 | ) | |
Net asset value, end of period | | $ | 91.05 | | | $ | 87.29 | | | $ | 81.16 | | | $ | 86.79 | | | $ | 82.31 | | | $ | 70.83 | | |
Total investment return | | | 5.49 | % | | | 11.42 | % | | | (2.54 | )% | | | 8.04 | % | | | 19.02 | % | | | 17.34 | % | |
Net assets, end of period, in thousands | | $ | 962,264 | | | $ | 861,426 | | | $ | 667,680 | | | $ | 722,863 | | | $ | 564,315 | | | $ | 286,910 | | |
Ratios/supplemental data: | |
Ratio of expenses to average net assets | | | 0.72 | % | | | 0.72 | % | | | 0.73 | % | | | 0.72 | % | | | 0.72 | % | | | 0.74 | % | |
Ratio of net investment income to average net assets | | | 2.33 | | | | 2.37 | | | | 2.49 | | | | 2.39 | | | | 2.43 | | | | 2.94 | | |
Portfolio turnover rate | | | 4.95 | | | | 14.10 | | | | 14.05 | | | | 4.53 | | | | 3.02 | | | | 5.46 | | |
(1) For the six months ended June 30, 2017, all ratios have been annualized except total investment return and portfolio turnover.
See accompanying Notes to Financial Statements.
43
Mairs & Power Small Cap Fund
FINANCIAL HIGHLIGHTS
SELECTED DATA AND RATIOS
(for a share outstanding throughout each period)
| | Six Months Ended | | Year Ended December 31, | |
| | June 30, 2017 (1) | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 | |
| | (unaudited) | | | | | | | | | | | |
Per Share | |
Net asset value, beginning of period | | $ | 24.33 | | | $ | 19.48 | | | $ | 20.67 | | | $ | 19.78 | | | $ | 14.49 | | | $ | 11.21 | | |
Income from investment operations: | |
Net investment income | | | 0.07 | | | | 0.08 | | | | 0.08 | | | | 0.08 | | | | 0.06 | | | | 0.01 | | |
Net realized and unrealized gain (loss) | | | 1.08 | | | | 5.24 | | | | (1.04 | ) | | | 1.25 | | | | 5.56 | | | | 3.42 | | |
Total from investment operations | | | 1.15 | | | | 5.32 | | | | (0.96 | ) | | | 1.33 | | | | 5.62 | | | | 3.43 | | |
Distributions to shareholders from: | |
Net investment income | | | - | | | | (0.08 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.06 | ) | | | (0.02 | ) | |
Net realized gains on investments sold | | | - | | | | (0.39 | ) | | | (0.15 | ) | | | (0.37 | ) | | | (0.27 | ) | | | (0.13 | ) | |
Redemption fees(2) | | | (0.00 | )(3) | | | (0.00 | )(3) | | | (0.00 | )(3) | | | (0.00 | )(3) | | | (0.00 | )(3) | | | - | | |
Total distributions | | | - | | | | (0.47 | ) | | | (0.23 | ) | | | (0.44 | ) | | | (0.33 | ) | | | (0.15 | ) | |
Net asset value, end of period | | $ | 25.48 | | | $ | 24.33 | | | $ | 19.48 | | | $ | 20.67 | | | $ | 19.78 | | | $ | 14.49 | | |
Total investment return | | | 4.73 | % | | | 27.27 | % | | | (4.68 | )% | | | 6.73 | % | | | 38.75 | % | | | 30.60 | % | |
Net assets, end of period, in thousands | | $ | 446,196 | | | $ | 382,443 | | | $ | 193,837 | | | $ | 162,230 | | | $ | 111,486 | | | $ | 41,644 | | |
Ratios/supplemental data: | |
Ratio of expenses to average net assets | | | 1.05 | % | | | 1.05 | % | | | 1.06 | % | | | 1.07 | % | | | 1.17 | % | | | 1.73 | % | |
Before expense reimbursement(4) | | | 1.05 | | | | 1.05 | | | | 1.06 | | | | 1.07 | | | | 1.17 | | | | 1.25 | | |
After expense reimbursement(4) | |
Ratio of net investment income to average net assets | |
Before expense reimbursement(4) | | | 0.57 | % | | | 0.48 | % | | | 0.43 | % | | | 0.43 | % | | | 0.37 | % | | | (0.14 | )% | |
After expense reimbursement(4) | | | 0.57 | | | | 0.48 | | | | 0.43 | | | | 0.43 | | | | 0.37 | | | | 0.34 | | |
Portfolio turnover rate | | | 6.96 | | | | 21.26 | | | | 23.27 | | | | 15.85 | | | | 34.91 | | | | 6.93 | | |
(1) For the six months ended June 30, 2017, all ratios have been annualized except total investment return and portfolio turnover.
(2) The Fund charges a 1.00% redemption fee on shares held 180 days or less.
(3) Amount per share is less than $0.005.
(4) The Adviser agreed to waive the Small Cap Fund's investment management and fund administration fees and reimburse expenses to the extent necessary to prevent total annual fund operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses (which are indirect fees and expenses that funds incur from investing in the shares of other mutual funds, such as money market funds), other investment-related costs and other extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Small Cap Fund's business) from exceeding 1.25% of daily net assets through April 30, 2015. The arrangement terminated on April 30, 2015.
See accompanying Notes to Financial Statements.
44
FUND EXPENSES (unaudited)
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs including redemption fees and (2) ongoing expenses for the operation of the Funds (e.g., asset-based charges, such as investment management fees). The Funds are "no-load" mutual funds. As a result, shareholders pay no commissions, fees, or expenses associated with sales representatives or sales charges.
This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The table below reports the Funds' expenses during the period January 1, 2017 through June 30, 2017 and includes the costs associated with a $1,000 investment.
Actual Expenses
The first line in the tables below may be used to estimate the actual expenses you paid over the reporting period. You can do this by dividing your account value by $1,000 and multiplying the result by the expense shown in the table below. For example, if your account value is $8,600, divided by $1,000 = $8.60. Multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period." By doing this you can estimate the expenses you paid on your account during this period.
Hypothetical Example
The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expenses and assumed returns of 5% per year before expenses, which are not the Funds' actual returns. The results may be used to provide you with a basis for comparing the ongoing costs of investing in the Funds with the ongoing costs of investing in other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that these hypothetical examples highlight ongoing costs only. They may not be used to estimate the actual ending account balances or expenses you paid during the period and will not help you determine the relative total costs of owning different funds.
Mairs & Power Growth Fund
| | Beginning Account Value 01/01/2017 | | Ending Account Value 06/30/2017 | | Expenses Paid During Period * | |
Actual return | | $ | 1,000.00 | | | $ | 1,079.10 | | | $ | 3.30 | | |
Hypothetical assumed 5% return | | $ | 1,000.00 | | | $ | 1,021.62 | | | $ | 3.21 | | |
* The Fund's expenses are equal to the Fund's annualized expense ratio for the most recent six-month period of 0.64%, multiplied by the average account value over the Fund's first fiscal half-year, multiplied by the number of days in the Fund's first fiscal half-year (181 days), divided by 365 days.
Mairs & Power Balanced Fund
| | Beginning Account Value 01/01/2017 | | Ending Account Value 06/30/2017 | | Expenses Paid During Period * | |
Actual return | | $ | 1,000.00 | | | $ | 1,054.90 | | | $ | 3.67 | | |
Hypothetical assumed 5% return | | $ | 1,000.00 | | | $ | 1,021.22 | | | $ | 3.61 | | |
* The Fund's expenses are equal to the Fund's annualized expense ratio for the most recent six-month period of 0.72%, multiplied by the average account value over the Fund's first fiscal half-year, multiplied by the number of days in the Fund's first fiscal half-year (181 days), divided by 365 days.
45
FUND EXPENSES (unaudited) (continued)
Mairs & Power Small Cap Fund
| | Beginning Account Value 01/01/2017 | | Ending Account Value 06/30/2017 | | Expenses Paid During Period * | |
Actual return | | $ | 1,000.00 | | | $ | 1,047.30 | | | $ | 5.33 | | |
Hypothetical assumed 5% return | | $ | 1,000.00 | | | $ | 1,019.59 | | | $ | 5.26 | | |
* The Fund's expenses are equal to the Fund's annualized expense ratio for the most recent six-month period of 1.05%, multiplied by the average account value over the Fund's first fiscal half-year, multiplied by the number of days in the Fund's first fiscal half-year (181 days), divided by 365 days.
46
Proxy Voting Policies and Procedures that the Trust uses to determine how to vote proxies relating to portfolio securities are available (i) without charge, upon request, by calling Shareholder Services at (800) 304-7404 and requesting a copy of the Statement of Additional Information (SAI) and (ii) on the Securities and Exchange Commission's (SEC's) website at www.sec.gov (access Form N-1A).
Information on how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available at www.mairsandpower.com and on the SEC's website at www.sec.gov.
DISCLOSURE OF PORTFOLIO HOLDINGS (unaudited)
The Trust files a complete schedule of portfolio holdings on Form N-Q for the first and third quarter-ends and on Form N-CSR for the second and fourth quarter-ends with the SEC. The Trust's Forms N-Q and N-CSR are available on the SEC's website at www.sec.gov. Forms N-Q and N-CSR may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
The schedule of portfolio holdings is also printed in the Trust's semi-annual and annual reports to shareholders, which are available without charge by calling Shareholder Services at (800) 304-7404 or by visiting www.mairsandpower.com.
A complete copy of the Trust's portfolio holdings will also be available on or about 15 days following each quarter-end on the Fund's website at www.mairsandpower.com.
BOARD OF TRUSTEES' APPROVAL OF INVESTMENT ADVISORY CONTRACT (unaudited)
The Board of Trustees (the Board) of Mairs & Power Funds Trust (the Trust), including the Trustees who are not "interested persons" of the Trust for purposes of the Investment Company Act of 1940, as amended (the Independent Trustees), unanimously approved the renewal of the Agreement for Investment Counsel Service (the Advisory Contract) between the Trust on behalf of the Mairs & Power Growth Fund (the Growth Fund), the Mairs & Power Balanced Fund (the Balanced Fund) and the Mairs & Power Small Cap Fund (the Small Cap Fund) (each, a Fund and together, the Funds) and Mairs & Power, Inc. (the Adviser) at a meeting of the Board held on May 16, 2017. In evaluating the Advisory Contract, the Trustees took into account their cumulative experience with the Adviser and their ongoing review and discussion with the Funds' portfolio managers at meetings throughout the year. The Trustees also considered information provided at quarterly meetings of the Board throughout the year regarding the nature, extent and quality of services provided by the Adviser, the performance of the Funds, brokerage and trading, Fund expenses, compliance issues and other matters.
In preparation for the May 16, 2017 meeting, the Adviser provided the Trustees with extensive materials that were relevant to the Trustees' consideration of the Advisory Contract, including performance assessments for each Fund against the respective peer group and benchmark index, comparative fee and expense information and information about the Adviser's compliance program, personnel and financial condition. The Board also reviewed a memorandum prepared by the Trust's legal counsel regarding the Board's responsibilities in evaluating the Advisory Contract. As part of their discussion at the May 16 meeting, the Independent Trustees discussed the materials and the proposed renewal of the Advisory Contract in executive session with legal counsel present, but with no representatives of the Adviser present. In reaching their decision to renew the Advisory Contract with the Adviser, the Trustees considered all factors they believed to be relevant. Each of these factors and the conclusions reached by the Trustees with respect to these factors helped form the basis for the decision to renew the Advisory Contract with the Adviser and are discussed below. In their deliberations, the Trustees did not identify any single factor as determinative.
47
BOARD OF TRUSTEES' APPROVAL OF INVESTMENT ADVISORY CONTRACT (unaudited) (continued)
Nature, Extent and Quality of Services
With respect to the quality and extent of the Adviser's services provided to the Funds, the Trustees noted each Fund's performance record, as discussed in more detail below under "Investment Performance." The Trustees considered the Adviser's experience as an investment adviser, the investments it has made in the advisory business, including the hiring of new personnel who help support the Funds, and the services it would continue to provide the Funds and their shareholders under the Advisory Contract. The Trustees considered the Adviser's disciplined investment decision-making process, including its emphasis on companies located in the Upper Midwest and the Durable Competitive Advantage analysis performed to identify companies with sustainable long-term growth. The Trustees also took into account other components of the services provided by the Adviser to the Funds, such as the provision of office space and Fund officers, the Adviser's distribution strategy, the Adviser's risk management system and results of the most recent compliance review. The Trustees noted that the Adviser was proposing to eliminate the administrative servicing fee previously paid to the Adviser under a separate fund administration and servicing agreement and provide various administrative services to the Funds under the Advisory Contract at no extra costs to the Funds, including operational support, compliance services, service provider oversight and general fund management. The Trustees concluded that they were satisfied with the nature, extent and quality of services currently provided, and to be provided, by the Adviser under the Advisory Contract.
Investment Performance
In reviewing each Fund's performance, the Trustees considered the information provided in connection with the May 16, 2017 Board meeting, noting that they also receive detailed performance information at each regular Board meeting during the year as well as an in depth review of prior year performance and risk metrics for the Funds at the first quarter meeting. At the May 16, 2017 meeting, the Trustees considered the investment results for the Funds compared to 1) mutual funds in each Fund's Morningstar category; 2) a representative peer group of funds with similar investment objectives and strategies, as determined by the Adviser; and 3) each Fund's respective performance benchmark. With respect to the Growth Fund and the Balanced Fund, the Trustees reviewed comparative performance information for the one-, three-, five-, ten-year and since-inception periods ended December 31, 2016. The Trustees noted that the performance of the Growth Fund exceeded the Morningstar category average return and the S&P 500 benchmark return for the one-, five- and ten-year periods, and had exceeded the peer group average return over all periods. The Balanced Fund's performance exceeded the average return of the peer group and Morningstar category for the one-year, three-year, five-year and ten-year periods. The Balanced Fund's performance also exceeded the average return of the composite index for all periods other than the three-year period. The Trustees noted that both the Growth and Balanced Fund also exceeded the peer group average and benchmark index return for the respective since-inception periods.
With respect to the Small Cap Fund, the Trustees reviewed comparative performance information for the one-year, three-year, five-year and since-inception periods ended December 31, 2016. The Trustees noted that the Small Cap Fund's performance exceeded its peer group average and Morningstar category average over the one-, three- and five-year periods, and exceeded the S&P 600 benchmark return over all periods except the three-year period, when it trailed slightly. The Fund also outperformed the benchmark index and peer group average for the since-inception period. Based upon their review, the Trustees concluded that each Fund's investment performance has been satisfactory.
Management Fees
In evaluating the level of the management fees paid to the Adviser, the Trustees considered both the amount of the fees and the overall expenses of the Funds, compared to those of other similar mutual funds, as well as the quality and quantity of advisory and other services provided by the Adviser under the Advisory Contract, which was being amended to include administrative services at no additional charge to the Funds. The Trustees noted that the net management fee paid to the Adviser by the Growth Fund was the same as the average fee for the Large Blend Morningstar category, and below the average fee for the peer group of competitive funds identified by the Adviser.
48
BOARD OF TRUSTEES' APPROVAL OF INVESTMENT ADVISORY CONTRACT (unaudited) (continued)
The Trustees noted that the management fee for the Balanced Fund was above the category average for all funds in its Morningstar category (50% to 70% Equity) but below the peer group average. Additionally, the Trustees noted that the Growth Fund's and Balanced Fund's total expense ratios were below the average total expense ratios of funds in their Morningstar category and the average expenses of competitive funds identified by the Adviser. With respect to the Small Cap Fund, the Trustees noted that while the management fee was above the Morningstar category average, the management fee was below the peer group average and the Fund's total expense ratio was below the Morningstar and peer group averages.
The Trustees then reviewed the fees the Adviser charges its non-mutual fund advisory clients, including retirement funds, other institutional clients and individuals (Advisory Clients) with investment objectives similar to those of the Growth Fund and Balanced Fund. The Adviser provided the Trustees with information about the fee schedule for Advisory Clients and the differences in the scope of services provided to its Advisory Clients compared with the scope of those it provides to the Funds. In addition, the Trustees reviewed the investment advisory fee charged to an institutional client of the Adviser for sub-advisory services in the small-cap mandate. The Trustees noted that the Adviser provides certain services to the Funds that are not provided to Advisory Clients and the sub-advised account, such as office facilities and Fund officers, as well as various administrative services previously provided under a separate fund administration and servicing agreement. In addition, the level of investment decision-making is generally higher with respect to the Funds because cash flows result in purchase and sale decisions made by the Adviser almost every trading day. Having considered all of these factors, the Trustees concluded that the Funds' management fees are fair and reasonable for the services provided.
Costs of Services Provided and Profitability to the Adviser
The Trustees reviewed information regarding the Adviser's overall profitability as well as the allocation of profitability between Advisory Clients and the Funds. The profitability of the mutual fund business was further broken down among the Growth, Balanced and Small Cap Funds, as applicable. The Trustees reviewed the Adviser's financial assumptions and methods of expense allocation used. The Trustees noted that the administrative servicing fee was included in the profitability calculation. The Trustees believe that the Adviser should be entitled to earn a reasonable level of profit for the services it provides to the Funds. The Trustees also reviewed the Adviser's financial condition and determined it to be sound. Based on their review, the Trustees concluded that the Adviser's level of profitability from its relationship with the Funds is reasonable.
Other Benefits
The Trustees considered the benefits to the Adviser from soft dollar arrangements whereby the Adviser receives proprietary investment research services from broker-dealers that execute the Funds' purchases and sales of securities, including invitations to conferences, meetings with company management and general research. As a general matter, the research services received from broker-dealers are used to service all accounts that invest in equity securities. The Trustees received and reviewed information concerning the Funds' brokerage commissions and allocation of Fund brokerage. The Trustees recognized that the Adviser's profitability would be lower if it did not receive proprietary research for soft dollars in connection with the Funds' brokerage activity. In addition, the Trustees considered that the Adviser's Advisory Clients benefit from access to and research obtained from brokers executing trades on behalf of the Funds. While difficult to measure, the Trustees concluded that the benefits the Adviser receives are fairly modest, given the Funds' relatively low portfolio turnover rates and the research capability that the Adviser itself maintains. The Trustees noted that the Adviser derives reputational benefits from its association with the Funds as well. The Trustees considered the income earned by the Adviser for fund administrative services in the past, noting that this fee was proposed to be eliminated. The Trustees concluded that the other benefits realized by the Adviser from its relationship with the Funds were reasonable.
49
BOARD OF TRUSTEES' APPROVAL OF INVESTMENT ADVISORY CONTRACT (unaudited) (continued)
Economies of Scale
The Trustees reviewed the extent to which economies of scale may be realized as the Funds increase in size. The Trustees considered the asset levels in each of the Funds. The Trustees noted that the Adviser's approach has been to keep costs to the Funds as low as reasonably possible, including management fee levels. At the same time, the Adviser believes, and the Trustees concur, that it is entitled to earn reasonable returns on its mutual fund business. The Adviser acknowledged that while it is difficult to pinpoint the economies of scale to be realized by the Funds at any particular asset level, there is no question that such economies exist. Accordingly, the Adviser, under the terms of the Advisory Contract for the Growth Fund, established a breakpoint at the $2.5 billion asset level. The breakpoint reduces the management fee applicable to assets managed in excess of $2.5 billion from 60 basis points (0.6 of 1%) to 50 basis points (0.5 of 1%). The Trustees reaffirmed their conclusion that establishing this breakpoint at $2.5 billion forms a reasonable basis for having management fee levels reflect economies of scale for the benefit of Growth Fund shareholders. The Adviser believes, and the Trustees concur, that the consideration of establishing a breakpoint at certain asset levels would be an appropriate way for the Adviser to share its economies of scale in the event that the Balanced Fund continues to increase in size. The Trustees considered the Adviser's commitment to consider such a breakpoint in the future. The Trustees noted that the Small Cap Fund had recently implemented a soft close and the Advisor is closely monitoring flows into the Fund, but the Adviser does not believe that a breakpoint is appropriate given the Fund's current size. Considering their current level of assets, the Trustees concluded that the absence of breakpoints in the management fee for the Balanced Fund and Small Cap Fund is reasonable at this time.
HOUSEHOLDING (unaudited)
In an effort to decrease costs, the Trust intends to reduce the number of duplicate Summary Prospectuses and Annual and Semi-Annual Reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders reasonably believed to be from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call Shareholder Services at (800) 304-7404 to request individual copies of these documents. Once notification to stop householding is received, the Trust will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.
PRIVACY POLICY NOTICE (unaudited)
Our Promise to You
As a shareholder of the Mairs & Power Mutual Funds (Funds), you share both personal and financial information with us. Your privacy is important to us, and we are dedicated to safeguarding your personal and financial information.
Information Provided by Shareholders
In the normal course of doing business, we typically obtain the following non-public personal information about our shareholders:
• Personal information regarding our shareholders' identity such as name, address and social security number;
• Information regarding fund transactions effected by us; and
• Shareholder financial information such as net-worth, assets, income, bank account information and account balances.
50
PRIVACY POLICY NOTICE (unaudited) (continued)
How We Manage and Protect Your Personal Information
We do not sell information about current or former shareholders to third parties, nor is it our practice to disclose such information to third parties unless requested or permitted to do so by a shareholder or shareholder representative 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 to protect your personal information. Our Privacy Policy restricts the use of shareholder information and requires that it be held in strict confidence.
Shareholder Notifications
We provide a notice annually describing our privacy policy. In addition, we will inform you promptly if there are changes to our policy. Please contact us at (800) 304-7404 with questions about this notice.
OTHER INFORMATION (unaudited)
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective prospectus. An investor should consider the Funds' investment objectives, risks and expenses carefully before investing or sending money. This and other important information can be found in the Funds' summary prospectuses and full prospectus. To obtain a prospectus, please call Shareholder Services at (800) 304-7404 or visit the Funds' website at www.mairsandpower.com. Please read the prospectus carefully before investing.
This report includes forward-looking statements such as economic predictions and portfolio manager opinions. The statements are subject to change at any time based on market and other conditions. No predictions, forecasts, outlooks, expectations or beliefs are guaranteed.
51
MAIRS & POWER FUNDS TRUST
Mairs & Power Growth Fund, established 1958
Mairs & Power Balanced Fund, established 1961
Mairs & Power Small Cap Fund, established 2011
A No-Load Funds Trust
For Shareholder Services
Call (800) 304-7404
Or write to:
(via Regular Mail) c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street P. O. Box 701 Milwaukee, WI 53201-0701 | | (via Overnight or Express Mail) c/o U.S. Bancorp Fund Services, LLC 3rd Floor 615 East Michigan Street Milwaukee, WI 53202-0701 | |
For Fund literature and information, visit the Trust's website at:
www.mairsandpower.com
Investment Manager
Mairs & Power, Inc.
W1520 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
Custodian
U.S. Bank, N.A.
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, WI 53212
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Mairs & Power Funds Trust
c/o U.S. Bancorp Fund Services, LLC
3rd Floor
615 East Michigan Street
Milwaukee, WI 53202-0701
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrant.
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form
(b) Not Applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There has been no material change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures as of a date within 90 days of the filing of this report and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a) (1) Code of Ethics
Mairs & Power Funds Trust Code of Ethics for Principal Executive Officer and Principal Financial Officer.
Incorporated by reference to a previous Form N-CSR filing, filed February 28, 2014.
(2) Certifications required by Rule 30a-2(a) under the Investment Company Act of 1940.
Attached as exhibits 12(a)(2).1 and 12(a)(2).2 to this form.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Attached as exhibit 12(b) to this form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Mairs & Power Funds Trust | |
| | |
By (Signature and Title)* | /s/ Mark L. Henneman | |
| Mark L. Henneman, President | |
| Principal Executive Officer | |
| | |
Date | 9/5/17 | | |
| | | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Mark L. Henneman | |
| Mark L. Henneman, President | |
| Principal Executive Officer | |
| | |
Date | 9/5/17 | | |
| | | | |
By (Signature and Title)* | /s/ Andrea C. Stimmel | |
| Andrea C. Stimmel, Treasurer | |
| Principal Financial Officer | |
| | |
Date | 9/5/17 | | |
| | | | |
* Print the name and title of each signing officer under his or her signature.