<PAGE>
[LOGO]
ANNUAL REPORT
December 31, 1996
332 Minnesota Street
W-2062 First National Bank Building
St. Paul, Minnesota 55101
612-222-8478
<PAGE>
To Our Shareholders:
1996 was a very rewarding year for shareholders of Mairs and Power Growth
Fund. Net asset value per share at year end was $69.48, resulting in a total
return for the year of 26.4%. 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. For the three year period ended December 31, the Fund had an average
annual total return of 25.9% which compares with returns of 19.7% for the S&P
500 and 15.3% for the average long term growth fund. In a study of mutual funds'
performance by CDA/Wiesenberger, the Fund ranked 5th out of 617 long term growth
funds for the three year period and 15th out of 402 similar funds for the five
year period. A WALL STREET JOURNAL study ranked the Fund 47th out of all
domestic stock funds for the past ten year period. BUSINESS WEEK MAGAZINE, in
its February 3rd issue, presented performance data on 885 stock mutual funds. It
listed 48 of those funds with the best risk-adjusted returns over the past five
years and the Fund was included in that list as well as featured in the
accompanying article. KIPLINGER'S PERSONAL FINANCE MAGAZINE, in its March issue,
cited the Fund as the only diversified stock fund to outperform the S&P 500 for
each of the past seven years.
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 fourth quarter of 1995 to the fourth quarter of
1996. Moreover, inflation as measured by the Gross Domestic Product deflator was
a mere 2.1%. The combination of strong growth and stable prices was not foreseen
by most economists, who tend to believe that growth in excess of 2.5% produces
renewed inflation. However, the conventional wisdom may not reflect the changing
mix of U.S. business. During the past two years, computers, telecommunications,
and other information-related industries accounted for 40% of the economic
growth. This high-tech sector grew at an annual rate of 15% as contrasted with
the rest of the economy which grew at a 1.5% rate over the same period.
Productivity gains in high-tech industries tend to dampen price pressures and
lower overall inflation rates. In the manufacturing sector, productivity last
year rose 3.8%, the largest advance in 10 years. The U.S. economy is about to
enter its seventh consecutive year of expansion, which makes it the third
longest such period on record. However, as we have moved through the second half
of this century, recessions have become less frequent and less severe. Both the
1960s and the 1980s experienced expansion periods of eight years before entering
recession. We consider the current expansion to be a durable one. Each postwar
recession has been preceded by a period of monetary tightening on the part of
the Federal Reserve in an effort to contain inflation. Currently, we foresee
little need for such action.
Corporate earnings continue to exceed most expectations and were the main
ingredient driving stock prices again in 1996. As we have frequently observed,
American business has done much to improve its cost structure in recent years
which has again made this country very competitive in world markets and produced
economic growth far stronger than that of either Japan or Western Europe. The
strong economy has been a major factor in the recent strength in the U.S. dollar
on foreign currency exchanges. We believe that corporate earnings will rise
again in 1997 and provide a valuation basis for rising stock prices. There is a
strong inverse relationship between inflation and stock price/earnings ratios.
During periods when inflation
1
<PAGE>
has been 2.5% or less, P/E ratios have ranged between 18 and 20. According to
the Boskin Commission report released early in December, the U.S. cost of living
is currently rising less than 2% per year. The S&P 500 now trades at about 18
times estimated 1997 earnings. On this basis, we find the market fairly valued
and are positive on the prospects for the year.
George A. Mairs
President
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> <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 PAST INVESTMENT RESULTS SHOULD NOT
26.4% 19.4% 17.3% BE TAKEN AS NECESSARILY REPRESENTATIVE
OF FUTURE PERFORMANCE.
</TABLE>
2
<PAGE>
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
------------------------------------------------------------------------------------------
<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>
STATEMENT OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1996
<TABLE>
<S> <C> <C>
ASSETS
Common stocks as annexed, at market value (cost
$73,657,698) $141,466,105
Cash 8,572,399
Dividends and interest receivable 214,167
Receivables for securities sold, not yet delivered 0
Prepaid expense 0
-----------
$150,252,671
LIABILITIES
Accrued management fee 75,540
Accrued custodian and transfer agent fee 15,372
Payable for securities purchased, not yet received 0 90,912
--------- -----------
NET ASSETS
Equivalent to $69.48 per share on 2,161,246 shares
outstanding $150,161,759
-----------
-----------
NET ASSETS CONSIST OF:
Capital stock $ 21,612
Additional paid-in capital 82,330,783
Accumulated overdistributed net investment income (53,844)
Accumulated undistributed net realized gain (loss) on
investment transactions 54,801
Net unrealized appreciation (depreciation) of investments 67,808,407
-----------
NET ASSETS $150,161,759
-----------
-----------
CAPITAL STOCK (par value $.01 a share)
Shares authorized 10,000,000
-----------
-----------
</TABLE>
4
<PAGE>
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
COMMON STOCKS
<TABLE>
<CAPTION>
Market
Number of Value
Shares Cost [Note 2(a)]
- ------------ --------------- -----------
<C> <S> <C> <C>
CHEMICAL 3.1%
126,000 Ecolab, Inc. $ 2,392,805 $ 4,740,750
CONSUMER 11.2%
83,000 Darden Restaurants 676,113 726,250
97,000 General Mills, Inc. 3,919,537 6,147,375
93,000 Hormel Foods 2,285,028 2,511,000
135,810 Jostens, Inc. 2,457,831 2,868,986
125,000 The Toro Company 3,035,666 4,562,500
--------------- -----------
12,374,175 16,816,111
DRUGS AND HOSPITAL SUPPLIES 9.8%
4,400 Allegiance Corp. 30,036 121,550
82,000 Baxter International, Inc. 2,911,113 3,362,000
105,000 Johnson & Johnson 2,678,229 5,223,750
73,000 Pfizer Inc. 1,479,058 6,049,875
--------------- -----------
7,098,436 14,757,175
FINANCIAL 14.0%
90,000 First Bank System, Inc. 2,201,282 6,142,500
162,000 Norwest Corporation 2,436,266 7,047,000
40,000 ReliaStar Financial Corporation 1,698,529 2,310,000
93,000 St. Paul Companies, Inc. 3,193,249 5,452,125
--------------- -----------
9,529,326 20,951,625
INFORMATION SERVICES 4.7%
120,000 DeLuxe Corp. 2,840,120 3,930,000
135,000 Merrill Corporation 1,870,183 3,105,000
--------------- -----------
4,710,303 7,035,000
MEDICAL DEVICES 8.7%
113,000 Medtronic, Incorporated 846,234 7,684,000
125,000 St. Jude Medical, Inc.* 4,026,560 5,328,125
--------------- -----------
4,872,794 13,012,125
</TABLE>
*Non-income producing
5
<PAGE>
SCHEDULE OF INVESTMENTS (CONT.)
COMMON STOCKS (Cont.)
<TABLE>
<CAPTION>
Market
Number of Value
Shares Cost [Note 2(a)]
- ------------ --------------- -----------
<C> <S> <C> <C>
NATURAL RESOURCES 1.9%
60,000 Weyerhaeuser Company $ 2,009,022 $ 2,842,500
RETAILING 6.5%
144,000 Dayton Hudson Corporation 2,698,582 5,652,000
144,000 SUPERVALU Inc. 3,865,115 4,086,000
--------------- -----------
6,563,697 9,738,000
TECHNOLOGY 14.2%
74,025 Emerson Electric Co. 3,961,202 7,161,919
50,000 Honeywell Inc. 2,141,786 3,287,500
224,000 MTS Systems Corporation 2,644,898 4,480,000
110,000 National Computer Systems Inc. 2,087,313 2,805,000
310,000 T S I Inc. 1,378,361 3,565,000
--------------- -----------
12,213,560 21,299,419
TELECOMMUNICATIONS 4.2%
204,000 ADC Telecommunications Inc.* 540,529 6,349,500
OTHER INDUSTRIALS 15.9%
50,000 Bemis Company, Inc. 1,579,560 1,843,750
200,000 BMC Industries, Inc. 408,886 6,300,000
30,000 Burlington Northern Santa Fe 2,528,109 2,591,250
238,200 Graco Inc. 3,000,075 5,835,900
75,800 Imation Corporation* 1,764,336 2,131,875
63,000 Minnesota Mining & Manufacturing Company 2,072,085 5,221,125
--------------- -----------
11,353,051 23,923,900
--------------- -----------
TOTAL COMMON STOCKS 94.2% $ 73,657,698 141,466,105
---------------
---------------
OTHER ASSETS IN EXCESS OF
LIABILITIES 5.8% 8,695,654
-----------
NET ASSETS 100% $150,161,759
-----------
-----------
</TABLE>
*Non-income producing
SEE ACCOMPANYING NOTES.
6
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends $1,880,406
Interest 316,781
----------
TOTAL INCOME $2,197,187
Expenses:
Investment advisory fees (NOTE 5) $ 656,525
Transfer agent fees (NOTE 5) 82,713
Custodian fees 22,711
Legal and audit fees 30,950
Administrative fees 81,686
Other fees and expenses 71,003
----------
TOTAL EXPENSES 945,588
----------
NET INVESTMENT INCOME 1,251,599
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE
4)
Net realized gains on investments sold 2,915,175
Unrealized appreciation of investments 21,742,430
----------
NET GAIN ON INVESTMENTS 24,657,605
----------
INCREASE IN NET ASSETS FROM OPERATIONS $25,909,204
----------
----------
</TABLE>
SEE ACCOMPANYING NOTES.
7
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995
-------------------------
<S> <C> <C>
OPERATIONS
Net investment income $ 1,251,599 $ 553,802
Net realized gains on investments sold 2,915,175 1,874,428
Unrealized appreciation of investments 21,742,430 19,158,688
----------- ------------
INCREASE IN NET ASSETS FROM OPERATIONS 25,909,204 21,586,918
NET EQUALIZATION CREDITS 159,899 14,763
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (1,380,350) (645,657)
Short-term gain distributed as ordinary income (83,915) --
From net realized gains (2,832,134) (1,819,606)
----------- ------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS (4,296,399) (2,465,263)
CAPITAL STOCK TRANSACTIONS
Proceeds from shares sold 60,915,894 13,365,665
Reinvestment of distributions from net investment
income and net realized gains 3,740,628 2,141,718
Cost of shares redeemed (6,804,347) (5,996,771)
----------- ------------
INCREASE IN NET ASSETS FROM
CAPITAL STOCK TRANSACTIONS 57,852,175 9,510,612
----------- ------------
TOTAL INCREASE IN NET ASSETS 79,624,879 28,647,030
NET ASSETS
Beginning of year 70,536,880 41,889,850
----------- ------------
End of year (including overdistributed investment
income of $53,844 and $81,126, respectively) $150,161,759 $ 70,536,880
----------- ------------
----------- ------------
CHANGES IN CAPITAL STOCK
Shares sold 970,312 263,801
Shares issued for reinvested distributions 53,789 38,752
Shares redeemed (108,179) (121,247)
----------- ------------
NET INCREASE IN SHARES 915,922 181,306
----------- ------------
----------- ------------
</TABLE>
SEE ACCOMPANYING NOTES.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
Note 1 -- The fund is registered under the Investment Company Act of 1940 (as
amended) as a diversified, no-load, open-end management investment
company. The investment 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.
Note 2 -- Significant accounting policies of the Fund are as follows:
(a) Market value of investments is based on the last reported sale
price on December 31 for listed securities traded on one or more
of the national securities exchanges 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 the Adviser. Security
transactions are recorded on the trade date, the date on which
securities are purchased or sold. Dividend income is recognized
on the ex-dividend date and interest income is recorded on the
accrual basis. The cost of securities sold is determined based
on the specific identification method.
(b) No provision has been made for Federal income taxes as it is the
intention of the Fund to comply with the provisions of the
Internal Revenue Code applicable to investment companies and to
make distributions of income and security gains sufficient to
relieve it from all or substantially all income taxes.
(c) The Fund allows the accounting practice known as equalization.
When Fund shares are issued or redeemed, the distributable net
investment income per share is credited or charged to
undistributed net investment income; therefore, undistributed
net investment income per share is not affected by sales or
redemptions.
Note 3 -- Purchases and sales of investment securities, excluding short-term
securities, during the year ended December 31, 1996 aggregated
$52,267,801 and $3,190,112, respectively.
Note 4 -- Net unrealized appreciation on investments for federal income tax
purposes aggregated $67,808,407, all of which related to appreciated
investment securities. Aggregate cost of investments for Federal
income tax purposes was $73,657,698.
Note 5 -- The investment advisory fees were paid to Mairs and Power, Inc., which
is owned by individuals who are directors and officers of the Fund,
for its services as investment adviser. Investment advisory fees were
paid to the adviser pursuant to an advisory agreement approved by the
directors of the Fund. The advisory fee is computed each month and is
1/20 of one percent of the net asset value of the Fund on the last
valuation day of the month. Transfer agent fees were paid to Mairs and
Power, Inc. who served as transfer agent for the period January 1,
1996 through April 30, 1996. Transfer agent fees were also paid to
Firstar Trust Company for the period May 1, 1996 through December 31,
1996, who now serves as transfer agent. Directors of the Fund not
affiliated with Mairs and Power, Inc. received compensation for
meetings attended totaling $22,275 in 1996. No compensation was paid
to any other director or officer of the Fund.
9
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders
Mairs and Power Growth Fund, Inc.
We have audited the accompanying statement of assets and liabilities of Mairs
and Power Growth Fund, Inc. (the Fund), including the schedule of investments,
as of December 31, 1996, and the related statement of operations for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the ten years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Mairs
and Power Growth Fund, Inc. at December 31, 1996, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the ten years
in the period then ended in conformity with generally accepted accounting
principles.
[LOGO]
January 14, 1997
10
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
This table covers a period of generally rising common stock prices. The results
shown should not be considered as a representation of the dividend income or
capital gain or loss which may be realized from an investment made in the Fund
today.
<TABLE>
<CAPTION>
PER SHARE
---------------------------------------------------
DISTRIBU- PERFORMANCE
TIONS OF DIVIDENDS OF AN
SHARES REALIZED FROM NET ASSUMED
OUT- TOTAL NET NET ASSET SECURITIES INVESTMENT INVESTMENT
DATES STANDING ASSETS VALUE GAINS INCOME OF $10,000*
- -------------- ----------- ----------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dec. 31, 1972 981,602 $15,007,400 $ 15.29 $ 0.12 $ 12,287
Dec. 31, 1973 1,117,086 $12,643,198 $ 11.32 $ 0.14 $ 9,200
Dec. 31, 1974 1,123,449 $ 8,115,558 $ 7.22 $ 0.24 $ 6,049
Dec. 31, 1975 1,114,754 $10,758,751 $ 9.65 $ 0.24 $ 8,295
Dec. 31, 1976 1,078,864 $13,821,528 $ 12.81 $ 0.26 $ 11,256
Dec. 31, 1977 1,057,928 $13,145,624 $ 12.43 $ 0.33 $ 11,219
Dec. 31, 1978 998,265 $13,282,487 $ 13.31 $ 0.35 $ 12,324
Dec. 31, 1979 914,635 $14,104,765 $ 15.42 $ 0.45 $ 14,720
Dec. 31, 1980 840,882 $14,540,014 $ 17.29 $ 0.55 $ 17,092
Dec. 31, 1981 861,678 $13,148,158 $ 15.26 $ 0.74 $ 0.60 $ 16,444
Dec. 31, 1982 850,942 $16,784,217 $ 19.72 $ 0.58 $ 0.50 $ 22,884
Dec. 31, 1983 881,592 $18,972,177 $ 21.52 $ 0.70 $ 0.48 $ 26,491
Dec. 31, 1984 872,069 $17,304,204 $ 19.84 $ 0.76 $ 0.46 $ 25,955
Dec. 31, 1985 856,738 $21,553,457 $ 25.16 $ 0.86 $ 0.46 $ 34,979
Dec. 31, 1986 893,850 $22,235,453 $ 24.88 $ 2.74 $ 0.40 $ 39,017
Dec. 31, 1987 914,139 $19,816,097 $ 21.68 $ 2.29 $ 0.48 $ 38,107
Dec. 31, 1988 929,039 $20,630,251 $ 22.21 $ 1.21 $ 0.41 $ 41,910
Dec. 31, 1989 866,584 $22,630,081 $ 26.11 $ 1.83 $ 0.43 $ 53,674
Dec. 31, 1990 867,432 $22,501,587 $ 25.94 $ 0.70 $ 0.42 $ 55,643
Dec. 31, 1991 904,023 $31,440,529 $ 34.78 $ 1.58 $ 0.39 $ 79,042
Dec. 31, 1992 956,814 $34,363,306 $ 35.91 $ 1.16 $ 0.40 $ 85,238
Dec. 31, 1993 1,006,285 $39,081,010 $ 38.84 $ 1.22 $ 0.43 $ 96,199
Dec. 31, 1994 1,064,019 $41,889,850 $ 39.37 $ 0.98 $ 0.65 $ 101,617
Dec. 31, 1995 1,245,325 $70,536,880 $ 56.64 $ 1.51 $ 0.56 $ 151,732
Dec. 31, 1996 2,161,246 $150,161,759 $ 69.48 $ 1.39 $ 0.71 $ 191,795
</TABLE>
*Assumes the reinvestment of all income dividends
and capital gain distributions for a $10,000
investment made at the beginning of 1972.
- --------------------------------------------------------------------------------
No adjustment has been made for any income tax payable by shareholders on
capital gain distributions accepted in shares.
This report is not to be used in connection with the offering of shares of the
Fund unless accompanied or preceded by an effective Prospectus. Please call or
write if you desire further information.
AVERAGE ANNUAL TOTAL RETURNS--THE AVERAGE ANNUAL TOTAL RETURNS FOR THE FUND
(PERIODS ENDED DECEMBER 31, 1996) ARE AS FOLLOWS:
1 YEAR: +26.4% 5 YEARS: +19.4% 10 YEARS: +17.3%
THE TOTAL RETURN DATA REPRESENTS PAST PERFORMANCE, AND 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.
11
<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
INVESTMENT ADVISER TRANSFER AGENT AND CUSTODIAN
Mairs and Power, Inc. (REGULAR MAIL ADDRESS)
W-2062 First National Bank Building Firstar Trust Company
332 Minnesota Street 615 East Michigan Street
Saint Paul, Minnesota 55101 P.O. Box 701
Milwaukee, Wisconsin 53201-0701
INDEPENDENT AUDITORS (OVERNIGHT OR EXPRESS MAIL ADDRESS)
Ernst & Young, LLP Mutual Fund Services
1400 Pillsbury Center 3rd Floor
200 South Sixth Street 615 East Michigan Street
Minneapolis, Minnesota 55402 Milwaukee, Wisconsin 53202-5207
SHAREHOLDER ACCOUNT INFORMATION
1-800-304-7404
12
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
