<PAGE>
Registration Number 2-14290
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 49
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 49
Mairs and Power Growth Fund, Inc.
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(Exact Name of Registrant as Specified in Charter)
W-2062 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101-1363
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (612) 222-8478
George A. Mairs, III, President
W-2062 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101-1363
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on April 30, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
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The registrant has registered an indefinite number of shares of Common Stock,
par value $.01 per share, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended. On February 25, 1997, the registrant filed a Rule
24f-2 Notice for the fiscal year ended December 31, 1996.
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
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CROSS REFERENCE SHEET
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Form N-1A Item
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Part A - Prospectus Heading in Prospectus
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1. Cover Page Prospectus
2. Synopsis Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objective and Policies; the
Fund; Risks
5. Management of the Fund Management of the Fund
5A. Management's Discussion of Fund Management's Discussion of
Performance Fund Performance
6. Capital Stock and Other Securities The Fund; Distributions and Tax
Consequences
7. Purchase of Securities Offered Purchasing Shares; Determining Net
Asset Value Per Share
8. Redemption or Repurchase Redeeming Shares
9. Pending Legal Proceedings Not Applicable
Part B - Statement of Additional Heading in Statement of Additional
Information Information
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10. Cover Page Statement of Additional Information
1. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies Investment Objective and Policies;
Investment Limitations; Portfolio
Turnover
14. Management of the Fund Officers and Directors
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
---------------------------------
CROSS REFERENCE SHEET
---------------------
Form N-1A Item
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Heading in Statement of Additional
Part B - Statement of Additional Information Information
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15. Control Persons and Principal Holders Officers and Directors; Principal
of Securities Holders of Securities
16. Investment Advisory and Other Services Investment Adviser; Transfer
Agent and Custodian
17. Brokerage Allocation and Other Practices Portfolio Transactions
18. Capital Stock and Other Securities (Included in Prospectus Under
"The Fund")
19. Purchase, Redemption and Pricing of Purchasing and Redeeming Shares
Securities Being Offered
20. Tax Status (Included in Prospectus Under
"Distributions and Tax
Consequences")
21. Underwriters Not Applicable
22. Calculation of Performance Data Not Applicable
23 Financial Statements Financial Statements
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
W-2062 FIRST NATIONAL BANK
BLDG.
332 MINNESOTA STREET
ST. PAUL, MN 55101-1363
1-800-304-7404
OBJECTIVE
The objective of the Fund is to
provide shareholders with a
diversified holding of
securities which appear to
offer marked possibilities for
long-term appreciation.
Normally these will be common
stocks.
This Prospectus, which should
be retained for future
reference, is designed to set
forth concisely the information
you should know before you
invest. A "Statement of
Additional Information" dated
April 30, 1997, and
incorporated herein by
reference, has been filed with
the Securities and Exchange
Commission. A copy of the
Statement may be obtained,
without charge, by writing to
or calling the Fund.
PROSPECTUS
April 30, 1997
A NO-LOAD FUND
There is no sales charge for
the purchase or sale of Fund
shares.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Fund Expenses............................................... 2
Condensed Financial Information............................. 3
Financial Highlights Chart.................................. 3
Investment Objective and Policies........................... 4
Management of the Fund...................................... 4
Management's Discussion of Fund Performance................. 5
Comparison Chart (Fund, S & P 500 Index, Consumer Price
Index)..................................................... 5
The Fund.................................................... 6
Purchasing Shares........................................... 6
Redeeming Shares............................................ 7
Distributions and Tax Consequences.......................... 8
Determining Net Asset Value Per Share....................... 9
Other Services.............................................. 9
Risks....................................................... 10
</TABLE>
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FUND EXPENSES
The purpose of the following table is to assist investors in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly, and importantly, to compare the expense of an investment in the Fund
with other similar investments.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases..................... None
Maximum Sales Load Imposed on Reinvested Dividends and Other
Distributions.............................................. None
Deferred Sales Load......................................... None
Redemption Fees............................................. None
Exchange Fee................................................ None
</TABLE>
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees............................................. 0.60%
12b-1 Fees.................................................. 0.00
Other Expenses.............................................. 0.29
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Total Operating Expenses.................................... 0.89%
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</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
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<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $9 $29 $50 $110
</TABLE>
Although this example is based on actual expenses in the most recent year it
should not be considered a representation of past or future expenses; actual
expenses in future years may be greater or less than those shown.
2
<PAGE>
CONDENSED FINANCIAL INFORMATION
The following table shows certain important financial information which may be
helpful in evaluating the Fund's results. The information is derived from the
Fund's financial statements, which have been audited by Ernst & Young LLP,
independent auditors. The financial statements and auditors' report may be found
in the Fund's most recent annual report which may be obtained, without charge,
by writing to or calling the Fund at the number listed on the front of this
Prospectus.
FINANCIAL HIGHLIGHTS
(SELECTED PER SHARE DATA AND RATIOS -- FOR EACH SHARE OF
CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE
Net asset value, beginning of year $ 56.64 $ 39.37 $ 38.84 $ 35.91 $ 34.78 $ 25.94 $ 26.11 $ 22.21 $ 21.68 $ 24.88
Investment operations:
Net investment income 0.75 0.51 0.67 0.43 0.41 0.38 0.42 0.42 0.41 0.37
Net realized and unrealized gains
(losses) on investments 14.19 18.83 1.49 4.15 2.28 10.43 0.53 5.74 1.74 (0.80)
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Total from investment operations 14.94 19.34 2.16 4.58 2.69 10.81 0.95 6.16 2.15 (0.43)
Less distributions:
Dividends (from net investment
income) (0.71) (0.56) (0.65) (0.43) (0.40) (0.39) (0.42) (0.43) (0.41) (0.48)
Distributions (from capital gains) (1.39) (1.51) (0.98) (1.22) (1.16) (1.58) (0.70) (1.83) (1.21) (2.29)
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Total distributions (2.10) (2.07) (1.63) (1.65) (1.56) (1.97) (1.12) (2.26) (1.62) (2.77)
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net asset value, end of year $ 69.48 $ 56.64 $ 39.37 $ 38.84 $ 35.91 $ 34.78 $ 25.94 $ 26.11 $ 22.21 $ 21.68
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
TOTAL INVESTMENT RETURN 26.4% 49.3% 5.6% 12.9% 7.8% 42.1% 3.7% 28.1% 10.0% (2.3)%
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
NET ASSETS, END OF YEAR
(000'S OMITTED) 150,162 70,537 41,890 39,081 34,363 31,441 22,501 22,630 20,630 19,816
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.89% 0.99% 0.99% 0.98% 1.00% 1.09% 1.05% 1.07% 1.11% 1.04%
Ratio of net investment income to
average net assets 1.18% 1.00% 1.74% 1.15% 1.19% 1.18% 1.65% 1.63% 1.78% 1.34%
Portfolio turnover rate 3.19% 3.87% 5.09% 4.39% 4.19% 4.54% 4.88% 2.11% 4.11% 2.71%
Average commission rate paid $ .1568 - - - - - - - - -
</TABLE>
3
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund's objective is to provide its shareholders with a diversified holding
of securities which appear to offer marked possibilities for long-term capital
appreciation. It is expected that common stocks will continue to be the primary
emphasis in the portfolio. Preference is given to holdings in high quality
companies characterized by reasonably predictable earnings, above average return
on equity, market dominance and financial strength. Because we recognize that
smaller capitalization companies provide somewhat higher returns over longer
time frames, some emphasis is placed on small to medium sized companies,
generally located in our geographic region, that may be under-owned by
institutional investors. Assets of the Fund will be reasonably fully invested at
all times. Cash, bank certificates of deposit and short-term debt securities may
be held in modest amounts to provide a reserve for future purchases or better
enable the Fund to achieve its objective. Portfolio turnover is expected to be
modest in relation to comparable mutual funds.
A detailed description of the Fund's investment limitations is contained in
the Statement of Additional Information. Such limitations are fundamental
policies which cannot be changed without the approval of a majority of the
Fund's shareholders, as defined in the Statement of Additional Information. The
Fund will not invest in oil, gas or other mineral leases and real estate limited
partnership interests.
MANAGEMENT OF THE FUND
The Board of Directors has overall responsibility for the Fund. The Fund
employs Mairs and Power, Inc., W-2062 First National Bank Building, 332
Minnesota Street, St. Paul, Minnesota 55101-1363, to manage the Fund's
investment portfolio and certain other business affairs under a contract that
compensates Mairs and Power, Inc. at the rate of one-twentieth of one percent of
the Fund's month-end net asset value (0.6% annually), computed and paid each
month. Mairs and Power, Inc. has managed mutual funds since 1958 and has
provided investment counsel services in St. Paul since 1931.
George A. Mairs, III, President of Mairs and Power, Inc. is primarily
responsible for the day-to-day management of the Fund's portfolio. Mr. Mairs has
been an officer and director of Mairs and Power, Inc. since 1961.
Firstar Trust Company acts as the Fund's Transfer Agent and Dividend
Disbursing Agent and is reimbursed for all expenditures incurred in the
discharge of these duties. Prior to May 1, 1996, Mairs and Power, Inc. acted as
Transfer Agent and Dividend Disbursing Agent for the Fund. The ratio of the
transfer agent fee to average net assets in 1996 was 0.08%.
Effective May 1, 1996, Firstar Trust Company was retained as Custodian for the
Fund pursuant to the terms of a custodial agreement which must be approved
annually by the Board of Directors. Prior to May 1, 1996, Norwest Bank
Minnesota, N.A. acted as Custodian for the Fund. Firstar Trust Company controls
all securities and cash for the Fund, receives and pays for securities
purchased, delivers against payment for securities sold, receives and collects
income from investments, makes all payments for Fund expenses and performs other
administrative services, all as directed in writing by authorized officers of
the Fund. The ratio of the custodial fee to average net assets in 1996 was
0.02%.
The ratio of the management fee to average net assets in 1996 was 0.6%; the
ratio of total Fund operating expenses to average net assets ("expense ratio")
was 0.89%. Mairs and Power, Inc. has agreed with the Fund that the expense ratio
will not exceed the lowest expense limitation of any state in which the Fund's
shares are sold.
4
<PAGE>
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
1996 IN REVIEW
1996 was an excellent year for Mairs and Power Growth Fund shareholders. The
Fund achieved a 26.4% return for the year after adjustment for reinvestment of
cash dividends and the capital gain distribution. This compares favorably with a
return of 23.0% for the Standard & Poor's 500 Stock Index and 19.5% for the
average diversified U.S. stock fund.
The strong stock market in 1996 was largely a reflection of the solid,
non-inflationary growth which took place in the U.S. economy, which expanded an
inflation-adjusted 3.4% from the fourth quarter of 1995 to the fourth quarter of
1996. Corporate earnings once again exceeded general expectations with earnings
for the S&P 500 rising about 10%. The profits now being reported by U.S.
companies are of the highest quality in many years because inflation is not a
factor and accounting standards have become increasingly conservative. Investors
were further encouraged by the fact that the U.S. economy continues to grow more
rapidly than those of either Japan or Western Europe, which has resulted in
pronounced strength in the U.S. dollar on foreign currency exchanges. Also,
fiscal policy continues to move in a more conservative direction and in fiscal
1996 the federal deficit declined to 1.5% of GDP, down from 4.9% in 1992.
Furthermore, policy-makers appear intent on moving the country in the direction
of further deficit reduction.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
IN FUND, S & P 500 INDEX, AND THE CONSUMER PRICE
INDEX
<S> <C> <C> <C>
Fund S&P CPI
1986 10000 10000 10000
1987 9767 10520 10370
1988 10742 12266 10795
1989 13757 16142 11313
1991 14262 15626 11924
1991 20259 20392 12425
1992 21847 21962 12798
1993 24657 24180 13143
1994 26045 24494 13498
1995 38890 33690 13836
1996 49157 41432 14292
AVERAGE ANNUAL TOTAL RETURN
1 Year 5 Year 10 Year
26.4% 19.4% 17.3%
Past investment results should not
be taken as necessarily representative
of future performance.
</TABLE>
5
<PAGE>
THE FUND
The Fund is an open-ended, diversified management company which was
incorporated in Minnesota in 1958. The fund has authorized capital stock of
10,000,000 shares, $0.01 par value per share. Each share entitles the holder to
one vote at all meetings of Fund shareholders and to participate equally in
dividends and distributions declared by the Fund, and in its remaining net
assets on liquidation after satisfaction of outstanding liabilities. Fund shares
are fully paid and non-assessable when issued, have no preemptive, conversion,
or cumulative voting rights, are transferable without restrictions and are
redeemable at net asset value.
PURCHASING SHARES
Shares of the Fund may be purchased, with no sales charge, from Firstar Trust
Company, the Fund's Custodian and Transfer Agent. The price per share will be
the net asset value next computed after the time the application and funds are
received in proper order by the Transfer Agent. The determination of net asset
value for a particular day is applicable to all applications for the purchase of
shares received at or before the close of trading on the New York Stock Exchange
(the "Exchange") on that day (usually 3:00 p.m. Central time). Accordingly,
purchase orders received on a day the exchange is open for trading, prior to the
close of trading on that day, will be valued as of the close of trading on that
day. Applications for purchase of shares after the close of trading on the
exchange will be based upon the net asset value as determined as of the close of
trading on the next day the exchange is open.
An initial purchase must be at least $2,500 ($1,000 for an IRA account) and
each subsequent purchase must be at least $100, although the Fund reserves the
right to waive or change these minimums at its discretion. All applications to
purchase capital stock are subject to acceptance or rejection by authorized
officers of the Fund and are not binding until accepted. Applications will not
be accepted unless accompanied by payment in U.S. funds. Payment should be made
by check drawn on a U.S. bank, savings and loan, or credit union. The Fund will
not accept payment in cash or third party checks for the purchase of shares.
The custodian will charge a $20 fee against a shareholder's account, in
addition to any loss sustained by the Fund, for any payment check returned to
the custodian for insufficient funds. It is the policy of the Fund not to accept
applications under circumstances or in amounts considered disadvantageous to
shareholders; for example, if an individual previously tried to purchase shares
with a bad check, or the proper social security number or tax identification
number is omitted, the Fund reserves the right not to accept future applications
from such individual. The Fund reserves the right to reject any application
which does not include a certified social security or tax identification number.
Stock certificates will not ordinarily be issued unless the investor requests
a certificate in writing. The Fund will invest the entire dollar amount of each
purchase order in full and fractional Fund shares and, unless otherwise
instructed, will reinvest all income dividends and capital gains distributions
in additional full and fractional shares. Investors may, however, request that
income dividends and/or capital gains distributions be paid in cash.
The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with such
services, or receipt at the Custodian's post office box, of purchase
applications does not constitute receipt by the Custodian or the Fund.
6
<PAGE>
Mailing Address: Mairs and Power Growth Fund, Inc.
Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
Overnight Deliveries -- Purchase orders, redemption requests or correspondence
mailed by overnight courier should be sent to the fund at:
Mairs and Power Growth Fund, Inc.
Mutual Fund Services
615 East Michigan Street
Milwaukee, WI 53202-5207
REDEEMING SHARES
Shareholders may redeem for cash all or a portion of their shares by
instructing the Fund's Transfer Agent at its office in Milwaukee, Wisconsin.
Shares will be redeemed at the net asset value next computed after the receipt
of a redemption request and acceptance by the Fund. The determination of net
asset value for a particular day is applicable to all requests for the
redemption of shares received at or before the close of trading on the New York
Stock Exchange (the "Exchange") on that day (usually 3:00 p.m. Central time).
Requests received for redemption on a day the exchange is open for trading,
prior to the close of trading on that day, will be valued as of the close of
trading on that day. Requests for redemption of shares received after the close
of trading on the exchange will be based upon the net asset value as determined
as of the close of trading on the next day the exchange is open. A redemption
request must be in "good order" before the proceeds can be released. This means
the following will be required:
(a) A letter of instruction or a stock assignment specifying the account number,
number of shares or dollar amount to be redeemed, signed by all owners of
the shares exactly as their names appear in the Fund's shareholder records.
If certificates have been issued representing shares to be redeemed, they
must accompany the letter.
(b) A guarantee of the signature of each owner by an eligible signature
guarantor such as a U.S. commercial bank, trust company, or member of the
New York Stock Exchange for redemption requests greater than $10,000.
(c) In the case of estates, trusts, guardianships, custodianships, corporations
and pension and profit-sharing plans, other supporting legal documents may
be required.
(d) A guarantee of the signature of each owner by an eligible signature
guarantor such as a U.S. commercial bank, trust company, or member of the
New York Stock Exchange, if the address of record has been changed within
the 15 days preceding any liquidation.
If the proceeds of any redemption are requested to be made payable to or sent
to other than the address of record, the signature(s) on the request must be
guaranteed by an eligible signature guarantor such as a commercial bank, trust
company, or a member of the New York Stock Exchange.
If any portion of the shares to be redeemed represents an investment made by
check, the Fund may delay the payment of the redemption proceeds until the
transfer agent is reasonably satisfied that the check has been collected, which
may take up to twelve days from the purchase date.
7
<PAGE>
Payment for shares redeemed will be mailed to you typically within one or two
business days, but no later than the seventh business day after receipt by the
Transfer Agent of the redemption request in good order, or within such shorter
period as may legally be required. If payment of liquidation proceeds is to be
made by Fed wire transfer, a $12 wire fee will be applied.
The Fund may be required to withhold federal income tax at a rate of 31%
(backup withholding) from dividend payments, distributions, and redemption
proceeds if a shareholder fails to furnish the Fund with his or her social
security or tax identification number. The shareholder also must certify that
the number is correct and that he or she is not subject to backup withholding.
The certification is included as part of the share purchase application form. If
the shareholder does not have a social security number, he or she should
indicate on the purchase form that an application to obtain a number is pending.
The Fund is required to withhold taxes if a number is not delivered to the Fund
within seven days.
No redemption request will become effective until all documents have been
received in proper form by the Transfer Agent. The shareholder should contact
the Transfer Agent for further information concerning documentation required for
a redemption of Fund shares.
Shareholders who have an IRA or other retirement plan must indicate on their
redemption request whether or not to withhold federal income tax. Redemption
requests failing to indicate an election not to have tax withheld will be
subject to withholding.
The right of redemption may be suspended or the date of payment may be
postponed (1) during weekend or holiday closings, or when trading is restricted
as determined by the Securities and Exchange Commission ("SEC"), (2) during any
period when an emergency exists as determined by the SEC as a result of which it
is not reasonably practicable for the Fund to dispose of securities owned by it
or to fairly determine the value of its net assets, and (3) for such a period as
the SEC may permit. A redemption order may not be canceled or revoked by the
shareholder once it has been received and accepted by the Fund. Since the
redemption price is the net asset value per share determined at the same time
and in the same manner as for a purchase order received at that time, it
reflects the market value of the Fund's investments at the time of redemption.
This value may be more or less than the price originally paid for the shares,
and the investor may realize a gain or loss on redemption.
DISTRIBUTIONS AND TAX CONSEQUENCES
The Fund distributes all of its net investment income to shareholders in the
form of semi-annual dividends, normally in June and December. If net capital
gains are realized, the Fund will distribute them near year-end in the year in
which such gains are realized. The Fund intends to comply, as it did in 1996,
with the special provisions of Subchapter M of the Internal Revenue Code that
relieve it from federal income tax on net investment income and capital gains
currently distributed to shareholders. The Internal Revenue Code requires all
regulated investment companies to pay a nondeductible 4% excise tax if at least
98% of ordinary income and 98% of capital gains are not paid out to shareholders
during the year in which they are earned or realized. The Fund intends to
distribute income and capital gains in such a manner as to avoid the imposition
of this excise tax.
Fund shareholders will be subject to federal income tax at ordinary rates on
distributions of investment income and short-term capital gains. Distributions
of net long-term capital gains are taxable to Fund shareholders as long-term
capital gain regardless of the length of time shares of the Fund are held.
Short-term capital gains are taxed at the same rate as an individual's ordinary
income; long-term capital gains are taxed at a maximum rate of 28%. Dividends
and distributions will be taxable whether received in cash or
8
<PAGE>
reinvested in additional shares of the Fund. Shareholders will be advised
annually as to the source of distributions for tax purposes. Distributions may
also be subject to state and local taxes. Shareholders not subject to tax on
income will not be required to pay tax on amounts distributed from the Fund.
The Fund's dividends and distributions are paid on a per share basis. At the
time of such payment, therefore, the value of each share will be reduced by the
amount of the payment. If shares are purchased shortly before the payment of a
dividend or a capital gains distribution, purchasers will pay the full price for
the shares and then receive some portion of the price back as a taxable dividend
or distribution.
The foregoing is a general summary of current federal income tax law regarding
the Fund. Investors should consult with their own tax adviser regarding federal,
state and local tax consequences of an investment in the Fund.
DETERMINING NET ASSET VALUE PER SHARE
The net asset value per share for purchase and redemption orders is determined
once daily, as of the close of regular trading hours on the New York Stock
Exchange (currently 3:00 p.m., Central time) on each day the New York Stock
Exchange is open for trading. As a result, shares of the Fund will not be priced
on the days which the Exchange observes: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Net asset value per share is calculated by dividing the total
market value of the Fund's investments and other assets, less any liabilities,
by the total outstanding shares of the Fund. Securities traded on one or more of
the national securities exchanges are valued at the last sale price on the
securities exchange on which such securities are primarily traded or at the last
sale price on the national securities market. For securities where quotations
are not readily available, or where the last quoted sale price is not considered
representative of the value of that security if it were to be sold on that day,
the security will be valued at fair value as determined in good faith by Mairs
and Power, Inc.
The Fund's securities may be valued based on valuations provided by an
independent pricing service. These valuations are reviewed by Mairs and Power,
Inc. If Mairs and Power, Inc. believes that a valuation received from the
service does not represent a fair value, it values the security by a method that
Mairs and Power, Inc. believes will determine a fair value.
OTHER SERVICES
Shareholder Reports -- Shareholders will receive a confirmation statement
reflecting each purchase and redemption of Fund shares, as well as periodic
statements detailing distributions made by the Fund. In addition, the Fund will
send shareholders quarterly and annual reports showing its portfolio holdings
and will provide tax information annually.
Systematic Withdrawals -- Shareholders may arrange to have quarterly or
monthly withdrawals of cash from an account by sending a systematic withdrawal
request to the Fund. Withdrawal payments are derived from liquidation of
sufficient shares from a shareholder's account to meet the designated payments.
The withdrawal plan may be terminated at any time by writing to the Fund. The
minimum investment to establish a systematic withdrawal program is $10,000.
Retirement Plans -- The Fund sponsors IRA, SEP-IRA, and Keogh retirement
plans, information on which is available on request from the Fund's Transfer
Agent.
9
<PAGE>
Wire Instructions -- Shareholders should use the following instructions when
wiring funds to Firstar Trust Company for the purchase of fund shares.
IMPORTANT: Prior to wiring any funds, the shareholder should notify Firstar
Trust Company at 1-800-304-7404 that the wire will be sent and to verify the
proper wire instructions so that the wire is properly applied when received.
<TABLE>
<S> <C>
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number 075000022
Credit: Firstar Trust Company
Account 112-952-137
Further Mairs and Power Growth Fund, Inc.
Credit: [Shareholder Account Number]
[Shareholder Name/Registration]
Mailing Address -- The following mailing address should be used for all written
shareholder communications to Firstar Trust Company:
Mairs and Power Growth Fund, Inc.
Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
Overnight Deliveries -- Purchase orders, redemption requests or correspondence mailed by
overnight courier should be sent to the Fund at:
Mairs and Power Growth Fund, Inc.
Mutual Fund Services
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
</TABLE>
RISKS
All investments have risks. Although the Fund cannot eliminate all risk, it
seeks to moderate risk by investing in a diversified portfolio. Long-term
investors, for whom the Fund is designed, should be prepared to accept
fluctuations in portfolio value as the Fund seeks to achieve its investment
objective. There can be no assurance, of course, that the Fund will achieve its
objective.
The Fund is subject to the general risk of adverse market conditions for
equity securities. The market prices of equity securities are generally subject
to greater volatility than prices of fixed income securities, such as bonds and
other debt obligations. Although equity securities have generally demonstrated
long-term increases in value, their prices may fluctuate markedly over the
short-term due to changing market conditions, interest rate fluctuations and
various economic and political factors.
10
<PAGE>
OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
George A. Mairs, III ............................ President and Director
William B. Frels ................................ Secretary and Director
Peter G. Robb .............................. Vice President and Director
Lisa J. Hartzell ............................................. Treasurer
Litton E.S. Field ............................................. Director
Donald E. Garretson ........................................... Director
J. Thomas Simonet ............................................. Director
NEW ACCOUNT INFORMATION:
1-800-304-7404
SHAREHOLDER ACCOUNT INFORMATION:
1-800-304-7404
TRANSFER AGENT AND CUSTODIAN:
Firstar Trust Company
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
(REGULAR MAIL ADDRESS)
Mutual Fund Services
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202-5207
(OVERNIGHT OR EXPRESS MAIL ADDRESS)
INDEPENDENT AUDITORS
Ernst & Young LLP
1400 Pillsbury Center
200 South Sixth Street
Minneapolis, Minnesota 55402
INVESTMENT ADVISER
Mairs and Power, Inc.
W-2602 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101-1363
11
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
PROSPECTUS
APRIL 30, 1997
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
Dated April 30, 1997
Mairs and Power Growth Fund, Inc. (the "Fund"), is a no-load mutual fund
that has as its investment objective the holding of a diversified list of
securities, normally common stocks, which appear to offer marked possibilities
for long-term appreciation.
This Statement of Additional Information is not a prospectus, but contains
information in addition to and more detailed than what is contained in the
Fund's Prospectus. It should be read in conjunction with the Prospectus, dated
April 30, 1997, which has been filed with the Securities and Exchange Commission
and can be obtained, without charge, by calling or writing the Fund. This
Statement of Additional Information has been incorporated by reference into the
Prospectus. The address of the Fund is W-2062 First National Bank Building,
332 Minnesota Street, St. Paul, MN 55101-1363, and its telephone number is
1-800-304-7404.
Table of Contents
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . . . . 2
Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purchasing and Redeeming Shares. . . . . . . . . . . . . . . . . . . . . . . . 3
Principal Holders of Securities. . . . . . . . . . . . . . . . . . . . . . . . 3
Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Transfer Agent and Custodian . . . . . . . . . . . . . . . . . . . . . . . . . 5
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
As discussed in "Investment Objective and Policies" in the Fund's
Prospectus, the Fund will normally be fully invested in common stocks that
appear to offer marked possibilities for long-term appreciation.
INVESTMENT LIMITATIONS
The Fund is subject to the following restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. The vote of
a majority of the shareholders means the vote, at the annual or a special
meeting of the security holders, of holders representing (a) 67% or more of the
voting securities present at such meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy; or (b)
more than 50% of the outstanding voting securities, whichever is less. The Fund
may not:
(1) Purchase securities of any issuer if as a result, (a) more than 5% of the
value of the assets of the Fund would then be invested in the securities of
a single issuer (other than U.S. Government obligations), or (b) more than
10% of any class of securities, or more than 10% of the outstanding voting
securities, of the issuer would then be held by the Fund;
(2) Purchase securities of other investment companies if as a result more than
5% of the Fund's total assets would then be (a) invested in the securities
of that investment company, or (b) more than 10% of the Fund's assets would
then be invested in securities of all investment companies;
(3) Concentrate more than 20% of its investments in a particular industry;
(4) Purchase or sell real estate, real estate investment trusts, or other
interests in real estate which are not readily marketable;
(5) Write, purchase or sell puts, calls, or combinations thereof;
(6) Make loans (although it may acquire portions of an issuer's publicly
distributed securities);
(7) Purchase securities on margin or sell short;
(8) Borrow money, except that the Fund may borrow from banks up to 5% of its
total assets to pay capital gains distributions, to pay income
dividends, or to relieve an extraordinary or emergency situation, but not
for investment purposes;
(9) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness, any securities owned or held by the Fund;
(10) Participate on a joint or a joint and several basis in any trading account
in securities;
(11) Invest in companies for the purpose of exercising control of management;
(12) Act as an underwriter of securities of other issuers;
2
<PAGE>
(13) Purchase or retain the securities of any issuer if officers and directors
of the Fund or its investment adviser who own individually more than
one-half of one per cent of the securities of such issuer, together own
more than 5% of the securities of such issuer;
(14) Purchase or sell commodities or commodity contracts in the ordinary course
of its business;
(15) Purchase or sell "restricted securities" in such a way as to become an
"underwriter" within the meaning of that term as used in the Securities Act
of 1933.
PORTFOLIO TURNOVER
The annual portfolio turnover rate for the Fund was 3.19% for the year
ended December 31, 1996 and 3.87% for the year ended December 31, 1995. The
Fund has not placed any limit on its rate of portfolio turnover and
securities may be sold without regard to the time they have been held when in
the opinion of the Investment Adviser investment considerations warrant such
action. Portfolio turnover rate is calculated by dividing the lesser of the
Fund's annual sales or purchases of portfolio securities (exclusive of
securities with maturities of one year or less at the time the Fund acquired
them) by the monthly average value of the securities in the Fund's portfolio
during the year.
PURCHASING AND REDEEMING SHARES
The purchase and redemption of the Fund's shares are subject to the
procedures described in "Purchasing Shares" and "Redeeming Shares" in the
Fund's Prospectus, which is incorporated herein by reference.
PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 1997, there were no shareholders who held more than 5%
of the Fund's outstanding shares.
OFFICERS AND DIRECTORS
The officers and directors of the Fund and their principal occupations
for the last five years are set forth below. Unless otherwise noted, the
address for each director and officer is 332 Minnesota Street, W-2062 First
National Bank Bldg., St. Paul, MN 55101-1363.
3
<PAGE>
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation(s) During
Name, Address and Age With Registrant Past 5 Years
- --------------------- -------------------------- ----------------------------------------------
<S> <C> <C>
George A. Mairs, III,* 68 President and Director President of the Investment Adviser
William B. Frels,* 57 Secretary and Director Vice President and Secretary of the Investment
Adviser (July 1992 to Present); Vice President
and Senior Investment Officer, American National
Bank and Trust Company of St. Paul, MN
(September 1990 to June 1992)
Peter G. Robb,* 48 Vice President and Director Vice President of the Investment Adviser (June
1994 to Present); Vice President and Portfolio
Manager, First Trust, N.A., St. Paul, MN (June
1986 to April 1994)
Lisa J. Hartzell, 52 Treasurer Manager of Mutual Fund Services of the
Investment Adviser (May 1996 to Present); Fund
Administrator of the Investment Adviser
(February 1993 to April 1996); Paralegal,
Oppenheimer Wolff & Donnelly Law Firm (October
1983 to February 1993)
Litton E.S. Field, 74 Director Chairman, T.C. Field & Co. Insurance Agency
530 North Robert Street
St. Paul, MN 55101
Donald E. Garretson, 75 Director Retired Vice President, 3M Company
709 Linwood Avenue
St. Paul, MN 55105
J. Thomas Simonet, 70 Director Retired Chief Executive Officer, First Trust
315 Stonebridge Boulevard Company
St. Paul, MN 55105
</TABLE>
*Interested person of the Fund, as defined in the Investment Company Act
of 1940.
All of the above listed persons serve in the same officer and/or
director capacities with Mairs and Power Income Fund, Inc., an open-end
investment company which also retains Mairs and Power, Inc. as its investment
adviser, except that Mr. Frels is President and Mr. Mairs is Secretary of
that fund.
The Fund's non-interested directors are members of the Audit Committee
which makes recommendations to the Board regarding the selection of auditors
and confers with the auditors regarding the scope and results of the annual
audit. The Fund does not pay any remuneration to its officers and directors
other than fees to Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of the Fund's
Investment Adviser, which totaled $22,275 in 1996. As of March 31, 1997, the
directors and officers of the Fund, as a group, and their spouses and minor
children owned beneficially 66,819 shares, or 2.4% of the Fund.
4
<PAGE>
INVESTMENT ADVISER
Mairs and Power, Inc., a Minnesota corporation, is the Investment
Adviser of the Fund. Mairs and Power, Inc. shareholders, all of whom are
officers and directors of the Fund, along with their percentage ownership
positions in Mairs and Power, Inc., are listed below:
George A. Mairs, III 44.4%
William B. Frels 35.4%
Peter G. Robb 19.5%
Mairs and Power, Inc. has furnished continuous investment supervision to
the Fund since 1958. Mairs and Power, Inc. currently provides similar
services to one other mutual fund, Mairs and Power Income Fund, Inc., the net
assets of which as of December 31, 1996 were $20,565,014.
Mairs and Power, Inc. serves as Investment Adviser to the Fund under the
terms of an Investment Advisory Agreement dated March 20, 1972. The
Investment Advisory Agreement must be approved annually by the Board of
Directors of the Fund, including a majority of those directors who are not
parties to such contract or "interested persons" of any such party as defined
in the Investment Company Act of 1940, by vote cast in person at a meeting
called for such purpose. The Agreement may be terminated at any time,
without penalty, on sixty days' written notice by the Fund's Board of
Directors, by the holders of a majority of the Fund's outstanding voting
securities or by the Investment Adviser. The Agreement automatically
terminates in the event of its assignment (as defined in the Investment
Company Act of 1940 and the rules thereunder).
As compensation for its services to the Fund, the Investment Adviser
receives monthly compensation at the rate of one-twentieth of one percent of
month-end net asset value (0.6% annually), computed and paid each month. The
ratio of the management fee to average net assets in 1996 was 0.6%; the ratio
of total expenses to average net assets was 0.89%. Mairs and Power, Inc. has
agreed with the Fund that the expense ratio will not exceed the expense
limitation of any state in which the Fund's shares are sold.
Advisory fees paid by the Fund to Mairs and Power, Inc. amounted to
$656,525 in 1996, $337,395 in 1995 and $239,597 in 1994. Under the terms of
the Investment Advisory Agreement, the Investment Adviser agrees to render
research, statistical and advisory services to the Fund, pay for office
rental, executive salaries and executive expenses and pay all expenses
related to the distribution and sale of Fund shares. All other expenses,
such as brokerage commissions, fees charged by the Securities and Exchange
Commission, custodian and transfer agent fees, legal and auditing fees,
taxes, premiums on fidelity bonds, supplies, and all other miscellaneous
expenses are borne by the Fund. No compensation was paid to any other
director or officer of the Fund.
TRANSFER AGENT AND CUSTODIAN
Firstar Trust Company acts as the Fund's Transfer Agent and Dividend
Disbursing Agent and is reimbursed for all expenditures incurred in the
discharge of these responsibilities. Reimbursements to Firstar Trust Company
for the period May 1, 1996 through December 31, 1996 amounted to $34,037.
Prior to May 1, 1996, Mairs and Power, Inc. acted as Transfer Agent and
Dividend Disbursing Agent for the Fund. Reimbursements to Mairs and Power,
Inc. as Transfer Agent and Dividend Disbursing Agent for the Fund amounted to
$43,270 in 1996, $61,738 in 1995, and $57,563 in 1994.
5
<PAGE>
Custodial services for the Fund are performed by Firstar Trust Company,
615 East Michigan Street, Milwaukee, WI 53201, pursuant to the terms of a
Custodial Agreement reviewed annually by the Board of Directors. As
Custodian, Firstar Trust Company controls all securities and cash for the
Fund, receives and pays for securities purchased, delivers against payment
for securities sold, receives and collects income from investments, makes all
payments for Fund expenses and performs other administrative services, as
directed in writing by authorized officers of the Fund. For these services,
Firstar Trust Company received $13,041 for the period May 1, 1996 through
December 31, 1996. Prior to May 1, 1996, Norwest Bank Minnesota N.A. acted
as Custodian for the Fund. For services as Custodian to the Fund, Norwest
Bank Minnesota, N.A. received $8,506 in 1996, $36,851 in 1995, and $32,467 in
1994.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors of the Fund,
the Investment Adviser is responsible for the Fund's portfolio decisions and
the placing of orders to effect the Fund's portfolio transactions. With
respect to such transactions, the Investment Adviser seeks to obtain the best
net results for the Fund taking into account such factors as price (including
the applicable brokerage commission or dealer spread), size of order,
difficulty of execution and operational facilities of the firm involved.
While the Investment Adviser generally seeks reasonably competitive
commission rates, the Fund will not necessarily be paying the lowest
commission or spread available. The Fund has no obligation to deal with any
broker or dealer in the execution of its portfolio transactions, and there is
no affiliation between the Fund's officers or directors, or its Investment
Adviser, and any broker-dealer or affiliated persons of any broker-dealer who
executes transactions for the Fund.
Investment decisions for the Fund are made independently from those of
Mairs and Power Income Fund, Inc., also managed by Mairs and Power, Inc.
When these funds are simultaneously engaged in the purchase or sale of the
same securities the transactions are averaged as to price and allocated as to
amount in accordance with a formula deemed equitable to each fund. In some
cases this system may adversely affect the price paid or received by the
Fund, or the size of the position obtainable for the Fund.
Decisions with respect to allocations of portfolio brokerage will be
made by the Investment Adviser. Portfolio transactions are normally placed
with broker-dealers which provide the Fund's Investment Adviser with research
and statistical assistance. Recognizing the value of these factors, the Fund
may pay brokerage commissions in excess of those which another broker might
charge for effecting the same transaction, even though the research services
furnished by brokers through whom the Fund effects securities transactions
may benefit other clients of Mairs and Power, Inc.
For the year 1996, the Fund paid $206,017 in brokerage fees on purchase
and sale of portfolio securities. All of this amount was paid to brokers or
dealers who supplied research services to the Adviser. Total brokerage fees
for 1995 and 1994 amounted to $59,759 and $22,446, respectively.
FINANCIAL STATEMENTS
The Fund's financial statements, including a listing of portfolio
securities as of December 31, 1996, are included in the Fund's Annual Report
to Shareholders for the year ended December 31, 1996 and are incorporated
herein by reference. The financial statements have been audited by Ernst &
Young LLP, independent auditors, 1400 Pillsbury Center, 200 South Sixth
Street, Minneapolis, Minnesota 55402, as set forth in their report appearing
in the Annual Report and
6
<PAGE>
incorporated herein by reference. Additional copies of the Annual Report may
be obtained, without charge, by writing or calling the Fund.
7
<PAGE>
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial statements identified with an asterisk (*) in the index
below, together with the report of Ernst & Young LLP dated January 14,
1997, appearing on pages 3 to 10 of the 1996 Annual Report to
Shareholders are incorporated by reference. With the exception of the
preceding information, the Annual Report is not incorporated herein by
reference and is not deemed filed as part of this Form N-1A.
Page Number In:
Prospectus Annual Report
---------- -------------
*Financial Highlights for each of
the ten years in the period ended
December 31, 1996 3 3
*Statement of Assets and
Liabilities at December 31, 1996 4
*Schedule of Investments at
December 31, 1996 5-6
*Statement of Operations for
the year ended December 31, 1996 7
*Statement of Changes in Net
Assets for the years ended
December 31, 1996 and 1995 8
*Notes to Financial Statements,
December 31, 1996 9
Report of Independent Auditors 10
Schedules are omitted for the reason that they are not required or are not
applicable, or the required information is shown in the financial statements or
notes thereto.
(b) Exhibits
1. Articles of Incorporation. Incorporated by reference to
registrant's Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 40, filed on April 9, 1990.
2. By-laws. Incorporated by reference to registrant's Registration
Statement on Form N-1A, No. 2-14290, Post-Effective Amendment
No. 40, filed on April 9, 1990.
3. None.
<PAGE>
4. Articles of Incorporation, Article V. Incorporated by reference
to registrant's Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 40, filed on April 9, 1990.
5. Investment Advisory Contract. Incorporated by reference to
registrant's Registration Statement on Form N-1, No. 2-14290,
Post Effective Amendment No. 22, filed April, 1972.
6. None.
7. None.
8. Custodian Agreement entered into between the Fund and Firstar
Trust Company on April 15, 1996. Incorporated by reference to
registrant's Registration Statement on Form N-1A No. 2-14290
Post-Effective Amendment No. 48, filed April 29, 1996.
9. None.
10. None.
11. Consent of Independent Auditors.
12. Financial Statements contained in 1996 Annual Report to
Shareholders (See Index, Item 24 (a), Part C, Other Information).
13. None.
14. Mairs and Power, Inc. Prototype Self-Employed Money Purchase and
Pension Plan, Trust, Summary Plan Description, Adoption
Agreements Nos. 001 and 002, and Custody Agreement. Incorporated
by reference to registrant's Registration Statement on Form N-1A,
No. 2-14290, Post-Effective Amendment No. 43, filed on April 7,
1993.
15. None.
16. None.
17. Financial Data Schedule.
18. None.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Inapplicable
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES
Title of Class (1) Number of Record Holders (2)
-------------- ------------------------
Capital Stock, 10,000,000 Shares 8,905
Par Value one cent ($.01) (As of March 31, 1997)
Item 27. INDEMNIFICATION
The Fund's Amended and Restated Articles of Incorporation state that
a director of the corporation shall have no personal liability to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director to the full extent such immunity is
permitted from time to time under the Minnesota Business Corporation
Act, as now enacted or hereafter amended, except as prohibited by the
Investment Company Act of 1940, as amended.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota corporation shall indemnify any director, officer, or
employee of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of
the person, against judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the
proceeding, provided that certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation. Indemnification is required
under Section 302A.521 only if the person (i) has not been indemnified
by any other organization with respect to the same acts or omissions,
(ii) acted in good faith, (iii) received no improper personal benefit,
(iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the
conduct was in the best interest of the corporation.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Inapplicable
Item 29. PRINCIPAL UNDERWRITERS
Inapplicable
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Custodian: Firstar Trust Company
615 East Michigan Street
P.O. Box 701
Milwaukee, WI 53201-0701
Transfer Agent: Overnight Deliveries Mairs and Power Growth Fund, Inc.
Mutual Fund Services
615 Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
<PAGE>
Transfer Agent: Mailing Address Mairs and Power Growth Fund, Inc.
Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
Investment Adviser Mairs and Power, Inc.
W-2062 First National Bank Bldg.
332 Minnesota Street
St. Paul, MN 55101-1363
Item 31. MANAGEMENT SERVICES
Inapplicable
Item 32. UNDERTAKINGS
Inapplicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of the Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, and State of Minnesota on the 30th
day of April 1997.
MAIRS AND POWER GROWTH FUND, INC.
/s/ George A. Mairs, III
--------------------------------------------------
George A. Mairs, III, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ George A. Mairs, III President and Director
- ---------------------------- (Principal Executive Officer) April 30, 1997
George A. Mairs, III
/s/ William B. Frels Secretary and Director
- ---------------------------- (Principal Financial and
William B. Frels Accounting Officer) April 30, 1997
/s/ Peter G. Robb
- ---------------------------- Vice-President and Director
Peter G. Robb April 30, 1997
/s/ Litton E.S. Field
- ---------------------------- Director
Litton E.S. Field April 30, 1997
/s/ Donald E. Garretson
- --------------------------- Director
Donald E. Garretson April 30, 1997
/s/ J. Thomas Simonet
- --------------------------- Director
J. Thomas Simonet April 30, 1997
<PAGE>
EXHIBIT INDEX
Item Description
- ----- ------------
1-10. Not filed herewith.
11. Consent of Independent Auditors.
12. Financial Statements contained in 1996 Annual Report to Shareholders
(See Index Under Item 24 (a) in Part C).
13-16. Not filed herewith.
17. Financial Data Schedule.
18. Not filed herewith.
<PAGE>
Exhibit 11
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Condensed Financial
Information" and "Financial Statements" in Amendment No. 49 to the Registration
Statement (Form N-1A, No. 2-14290) and related Prospectus of Mairs and Power
Growth Fund, Inc. and to the incorporation by reference therein of our report
dated January 14, 1997, with respect to the financial statements and financial
highlights of Mairs and Power Growth Fund, Inc. included in its Annual Report
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
April 28, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANNUAL
REPORT DATED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 73657698
<INVESTMENTS-AT-VALUE> 141466105
<RECEIVABLES> 214167
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 8572399
<TOTAL-ASSETS> 150252671
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 90912
<TOTAL-LIABILITIES> 90912
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82330783
<SHARES-COMMON-STOCK> 2161246
<SHARES-COMMON-PRIOR> 1245325
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 53844
<ACCUMULATED-NET-GAINS> 54801
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 67808407
<NET-ASSETS> 150161759
<DIVIDEND-INCOME> 1880406
<INTEREST-INCOME> 316781
<OTHER-INCOME> 0
<EXPENSES-NET> (945588)
<NET-INVESTMENT-INCOME> 1251599
<REALIZED-GAINS-CURRENT> 2915175
<APPREC-INCREASE-CURRENT> 21742430
<NET-CHANGE-FROM-OPS> 25909204
<EQUALIZATION> 159899
<DISTRIBUTIONS-OF-INCOME> (1380350)
<DISTRIBUTIONS-OF-GAINS> (2916049)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 970312
<NUMBER-OF-SHARES-REDEEMED> (108179)
<SHARES-REINVESTED> 53789
<NET-CHANGE-IN-ASSETS> 79624879
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 51804
<OVERDISTRIB-NII-PRIOR> 81124
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 656525
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 945588
<AVERAGE-NET-ASSETS> 106410707
<PER-SHARE-NAV-BEGIN> 56.64
<PER-SHARE-NII> .75
<PER-SHARE-GAIN-APPREC> 14.19
<PER-SHARE-DIVIDEND> (0.71)
<PER-SHARE-DISTRIBUTIONS> (1.39)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 69.48
<EXPENSE-RATIO> .89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
