<PAGE>
[LETTERHEAD OF MAIRS AND POWER GROWTH FUND, INC.]
March 14, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mairs and Power Growth Fund, Inc.
Notification of Election Under Rule 24f-1
File No. 2-14290
Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-1, Mairs and Power Growth
Fund, Inc. (the "Fund") hereby files this letter under EDGAR as its Notification
of Election under Rule 24f-1 relating to the Fund's Registration Statement on
Form N-1A (Reg. No. 2-14290) covering shares of the common stock, $.01 par value
per share, of the Fund. Attached to this letter are (i) a certified copy of
resolutions of the Board of Directors of the Fund authorizing the filing of this
Notification and (ii) an opinion of counsel as to the legality of the shares
being registered.
This Rule 24f-1 Notification is being filed with respect to 84,614 shares
of the Fund's common stock (the "Shares") that were sold during the period from
January 25, 1996 through February 22, 1996. On February 23, 1996, the Fund
filed a Post-Effective Amendment to the Registration Statement in order to
register an indefinite number of shares of its common stock, pursuant to Rule
24f-2.
In accordance with subsection (c) of Rule 24f-1, a registration fee of
$4,763.52 has been paid with respect to the Shares. The fee was calculated in
the following manner:
<TABLE>
<S> <C>
Shares sold 84,614
Price (pursuant to Rule 457(c)) $54.42
------------
Total price of shares sold $ 4,604,693.88
1/29 of 1% x.00034483
------------
Filing fee $1,587.84
Rule 24f-1(c) multiplier x3
------------
TOTAL FILING FEE $4,763.52
</TABLE>
<PAGE>
Securities and Exchange Commission
March 14, 1996
Page 2
The Shares were sold in accordance with the Fund's usual method of
distributing its registered shares, under which prospectuses are made available
for delivery to offerees and purchasers of such shares in accordance with
section 5(b) of the Securities Act of 1933.
Pursuant to Rule 901(d) of Regulation S-T, a conforming copy of this
electronic filing is not being submitted to the Commission.
Very truly yours,
MAIRS AND POWER GROWTH FUND, INC.
By /s/ Peter G. Robb
------------------------------
Peter G. Robb
Vice President
Enclosure
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
CERTIFICATE OF SECRETARY
I, William B. Frels, the duly elected, qualified, and acting Secretary of
Mairs and Power Growth Fund, Inc., a Minnesota corporation (the "Fund"), do
hereby certify that set forth below is a true and correct copy of certain
resolutions adopted by the Board of Directors of the Fund on February 16, 1996;
that such resolutions have not been rescinded, revoked, amended, or modified in
any respect; and that such resolutions remain in full force and effect as of the
date of this Certificate.
RESOLVED, that the corporation shall prepare and file with the Securities
and Exchange Commission (the "SEC") a post-effective amendment to its Form N-1A
Registration Statement (registration no. 2-14290) (the "Registration Statement")
to declare that an indefinite number of shares of the corporation's common stock
are being registered pursuant to the Registration Statement, in accordance with
Rule 24f-2 of the Investment Company Act of 1940, as amended.
RESOLVED FURTHER, that the corporation shall prepare and file with the SEC
a Notification of Election Under Rule 24f-1 for the purpose of retroactively
registering up to 150,000 additional shares of the corporation's common stock
under the Registration Statement.
RESOLVED FURTHER, that upon issuance of and payment for the additional
shares of the corporation's common stock authorized pursuant to the preceding
resolutions, such shares shall be duly authorized, fully paid and nonassessable.
RESOLVED FURTHER, that the directors and appropriate officers of the
corporation are hereby authorized to perform on behalf of the corporation any
and all such acts as they may deem necessary or advisable in order to accomplish
the actions authorized by the foregoing resolutions, including the execution and
filing of all papers and documents; and the execution by such directors and
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the corporation and the approval and ratification by the
corporation of the papers and documents so executed and the action so taken.
IN WITNESS WHEREOF, I have executed this Certificate this 14th day of
March, 1996.
/s/ William B. Frels
------------------------------
William B. Frels, Secretary
<PAGE>
[LETTERHEAD OF BRIGGS AND MORGAN]
March 14, 1996
Mairs and Power Growth Fund, Inc.
W-2062 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
Ladies and Gentlemen:
We have acted as counsel to Mairs and Power Growth Fund, Inc. (the "Fund")
in connection with certain securities registration matters. With respect to
such matters, we refer to the Notification of Election Under Rule 24f-1 (the
"Notification of Election") dated March 14, 1996, relating to the Registration
Statement on Form N-1A (Reg. No. 2-14290) covering shares of the common stock,
$.01 par value per share, of the Fund (the "Registration Statement"). The
Registration Statement was amended on February 23, 1996 to register an
indefinite number of shares of common stock pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. The Notification of Election is
being filed to make an election that the shares of common stock which were sold
from January 25, 1996 through February 22, 1996 in excess of the number of
shares registered under the Registration Statement be deemed to have been
registered at the time of their sale.
We have examined and relied upon copies of the Registration Statement and
the Notification of Election and have examined and relied upon originals, or
copies certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of common
stock for which the Notification of Election is being filed were duly
authorized, legally issued, fully paid and nonassessable.
<PAGE>
Mairs and Power Growth Fund, Inc.
March 14, 1996
Page 2
We hereby consent to the use of this opinion in connection with the filing
of the Notification of Election. This opinion is furnished to you solely for
your benefit and may not be relied upon by any other person without our prior
written consent. This opinion is rendered as of the date hereof, and we assume
no obligation to advise you of any change, material or otherwise, occurring at
any time after the date hereof in any matter discussed herein.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Christopher C. Cleveland
----------------------------
Christopher C. Cleveland
CCC/dm
