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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. 50
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 50
Mairs and Power Growth Fund, Inc.
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(Exact Name of Registrant as Specified in Charter)
W-1420 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-1420 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, 1998 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (1)(a)
/ / on (date) pursuant to paragraph (1)(a) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Common Stock, $.01 par value per share
<PAGE>
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MAIRS AND POWER
GROWTH FUND, INC.
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PROSPECTUS
April 30, 1998
W-1420 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, 1998, 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.
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.
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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
Transfer of Shares.......................................... 8
Distributions and Tax Consequences.......................... 8
Determining Net Asset Value Per Share....................... 9
Other Services.............................................. 10
Risks....................................................... 11
</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>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
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>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1997
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C>
Management Fees............................................. 0.60%
12b-1 Fees.................................................. 0.00
Other Expenses.............................................. 0.24
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Total Operating Expenses.................................... 0.84%
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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 $27 $47 $104
</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
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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
1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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PER SHARE
Net asset value, beginning of year $ 69.48 $ 56.64 $ 39.37 $ 38.84 $ 35.91 $ 34.78 $ 25.94 $ 26.11
Investment operations:
Net investment income 1.03 0.75 0.51 0.67 0.43 0.41 0.38 0.42
Net realized and unrealized gains
(losses) on investment 18.85 14.19 18.83 1.49 4.15 2.28 10.43 0.53
---------- --------- --------- --------- --------- --------- --------- ---------
Total from investment operations 19.88 14.94 19.34 2.16 4.58 2.69 10.81 0.95
Less distributions:
Dividends (from net investment
income) (1.00) (0.71) (0.56) (0.65) (0.43) (0.40) (0.39) (0.42)
Distributions (from capital gains) (1.69) (1.39) (1.51) (0.98) (1.22) (1.16) (1.58) (0.70)
---------- --------- --------- --------- --------- --------- --------- ---------
Total distributions (2.69) (2.10) (2.07) (1.63) (1.65) (1.56) (1.97) (1.12)
---------- --------- --------- --------- --------- --------- --------- ---------
Net asset value, end of year $ 86.67 $ 69.48 $ 56.64 $ 39.37 $ 38.84 $ 35.91 $ 34.78 $ 25.94
---------- --------- --------- --------- --------- --------- --------- ---------
---------- --------- --------- --------- --------- --------- --------- ---------
TOTAL INVESTMENT RETURN 28.7% 26.4% 49.3% 5.6% 12.9% 7.8% 42.1% 3.7%
---------- --------- --------- --------- --------- --------- --------- ---------
---------- --------- --------- --------- --------- --------- --------- ---------
RATIOS/SUPPLEMENTAL DATA:
NET ASSETS, END OF YEAR (000'S
OMITTED) 412,591 150,162 70,537 41,890 39,081 34,363 31,441 22,501
Ratio of expenses to average net
assets 0.84% 0.89% 0.99% 0.99% 0.98% 1.00% 1.09% 1.05%
Ratio of net investment income to
average net assets 0.98% 1.18% 1.00% 1.74% 1.15% 1.19% 1.18% 1.65%
Portfolio turnover rate 5.07% 3.19% 3.87% 5.09% 4.39% 4.19% 4.54% 4.88%
Average commission rate paid* $ .1272 $ .1568 - - - - - -
<CAPTION>
1989 1988
<S> <C> <C>
PER SHARE
Net asset value, beginning of year $ 22.21 $ 21.68
Investment operations:
Net investment income 0.42 0.41
Net realized and unrealized gains
(losses) on investment 5.74 1.74
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Total from investment operations 6.16 2.15
Less distributions:
Dividends (from net investment
income) (0.43) (0.41)
Distributions (from capital gains) (1.83) (1.21)
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Total distributions (2.26) (1.62)
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Net asset value, end of year $ 26.11 $ 22.21
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TOTAL INVESTMENT RETURN 28.1% 10.0%
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RATIOS/SUPPLEMENTAL DATA:
NET ASSETS, END OF YEAR (000'S
OMITTED) 22,630 20,630
Ratio of expenses to average net
assets 1.07% 1.11%
Ratio of net investment income to
average net assets 1.63% 1.78%
Portfolio turnover rate 2.11% 4.11%
Average commission rate paid* - -
</TABLE>
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* Disclosure is required by the SEC beginning in 1996.
3
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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-1420 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. The ratio of the transfer agent fee to average net
assets in 1997 was 0.09%.
Firstar Trust Company acts as Custodian for the Fund pursuant to the terms of
a custodial agreement which must be approved annually by the Board of Directors.
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 1997 was 0.02%.
The ratio of the management fee to average net assets in 1997 was 0.6%; the
ratio of total Fund operating expenses to average net assets ("expense ratio")
was 0.84%. 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
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
1997 IN REVIEW
1997 was another very rewarding year for Mairs and Power Growth Fund
shareholders. The Fund achieved a 28.7% return for the year after adjustment for
reinvestment of cash dividends and the capital gain distribution. This compares
with returns of 33.4% for the Standard & Poor's 500 Stock Index and 24.4% for
the average diversified U.S. stock fund.
The strong stock market in 1997 was once again a reflection of the strong,
non-inflationary economic growth which took place throughout the year. Indeed
1997 was a vintage year for the U.S. economy. Gross Domestic Product rose 3.8%,
adjusted for inflation, the fastest growth since 1988. The price index for gross
domestic purchases, perhaps the government's best measure of inflation, rose
just 1.7%, the smallest annual increase since 1964. Strong job growth caused the
unemployment rate to drop to 4.9%, the lowest level in 24 years. Perhaps the
most encouraging developments during the year were the solid gains registered by
worked productivity which we believe reflects structural improvement in the
American economy. The U.S. economy completed its seventh consecutive year of
growth, making this the third longest expansion period in history. However, the
expansion continues to be well-balanced and should continue beyond 1998.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN FUND,
<S> <C> <C> <C>
S & P 500 Index, and the Consumer Price Index
Fund S&P CPI
1987 $10,000.00 $10,000.00 $10,000.00
1988 $10,998.00 $11,660.00 $10,410.00
1989 $14,085.14 $15,344.56 $10,909.68
1990 $14,602.06 $14,853.53 $11,498.80
1991 $20,742.23 $19,383.86 $11,981.75
1992 $22,368.42 $20,876.42 $12,341.21
1993 $25,245.00 $22,984.94 $12,674.42
1994 $26,666.29 $23,283.74 $13,016.63
1995 $39,818.11 $32,024.46 $13,342.04
1996 $50,330.09 $39,383.68 $13,782.33
1997 $64,749.66 $52,537.83 $14,016.63
Year Ending
AVERAGE ANNUAL TOTAL RETURN
1 Year 5 Year 10 Year
28.7% 23.7% 20.5%
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 or transmitted
via electronic transfer through the Automated Clearing House ("ACH") network.
The Fund will not accept payment in cash or third party checks for the purchase
of shares. If your payment is not received or if you pay with a check or ACH
transfer that does not clear, your purchase will be canceled.
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.
The Fund and its agents reserve the right to cancel or rescind any purchase
(for example, if an account has been restricted due to excessive trading or
fraud) upon notice to the shareholder within five business days of the trade; to
freeze any account and temporarily suspend services on the account when notice
has been received of a dispute between the registered or beneficial account
owners or there is reason to believe a fraudulent transaction may occur; to
otherwise modify the conditions of purchase and any services at any time; or to
act on instructions believed to be genuine.
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,
6
<PAGE>
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.
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.
7
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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.
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. A written request
with signature guarantee will be required for wire redemption proceeds (if not
previously authorized). Redemption proceeds can be sent to your bank account by
ACH transfer. You can elect this option by writing to the Fund. You must attach
a voided check or deposit slip to your written request. If money is moved by ACH
transfer, you will not be charged by the Fund for these services. There is $100
minimum per ACH transfer.
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.
TRANSFER OF SHARES
Changes in account registrations -- such as changing the name(s) on your
account, or transferring shares to another person or legal entity -- must be
submitted in writing and require a signature guarantee. Please call Firstar
Trust Company (1-800-304-7404) for full instructions.
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. Distributions not reinvested are paid by check or
transmitted to your bank account via the ACH network. If the Post Office cannot
deliver your check, or if
8
<PAGE>
your check remains uncashed for six months, the Fund reserves the right to
reinvest your distribution check in your account at the Fund's then current net
asset value per share (NAV) and to reinvest all subsequent distributions in
shares of the Fund. The Fund intends to comply, as it did in 1997, 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. The
Taxpayer Relief Act of 1997 passed new capital gain tax rates that apply for
1997. Short-term capital gains are taxed at the same rate as an individual's
ordinary income. (The tax treatment of short-term capital gains was not changed
by the new tax law.) Long-term capital gains are taxed at two different levels.
Certain long-term capital gains are subject to tax at 15% (for investors in the
15% tax bracket) or 28% (for investors in the 28% bracket or higher). Other
long-term capital gains are subject to tax at only 10% (for investors in the 15%
tax bracket) or 20% (for investors in the 28% tax bracket or higher).
Dividends and distributions will be taxable whether received in cash or
reinvested in additional shares of the Fund. In January, you will be sent Form
1099-DIV indicating the tax status of any dividend and capital gains
distributions made to you during the previous year. This information is also
reported to the IRS. 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. All of the Fund's ordinary dividends will be
eligible for the 70% deduction for dividends received by corporations.
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, Martin Luther King,
Jr., 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.
9
<PAGE>
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
the Adviser 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, Roth IRA, Simple IRA, and
Keogh retirement plans, information on which is available on request from the
Fund's Transfer Agent.
Automatic Investment Plan -- You may make regular monthly or quarterly
investments of $100 or more through automatic deductions from your bank account.
To request an Automatic Investment Plan application form, please write or call
the Fund at 1-800-304-7404.
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.
Investors making initial investments by wire must promptly complete an Account
Application Form and mail it to the Fund. No account services will be
established until the completed application has been received by the Fund. IRA
accounts cannot be opened by wire.
<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
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
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.
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
Charlton Dietz ................................................ 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-1420 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101-1363
12
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
PROSPECTUS
APRIL 30, 1998
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
Dated April 30, 1998
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, 1998, 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-1420 First National Bank Building, 332
Minnesota Street, St. Paul, MN 55101-1363, and its telephone number is 1-800-
304-7404.
<TABLE>
<CAPTION>
Table of Contents
<S> <C>
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
</TABLE>
<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;
(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.
2
<PAGE>
PORTFOLIO TURNOVER
The annual portfolio turnover rate for the Fund was 5.07% for the year
ended December 31, 1997 and 3.19% for the year ended December 31, 1996. 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, 1998, 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-1420 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 Five Years
- --------------------- ---------------- ------------------------------
<S> <C> <C>
George A. Mairs, III,* 69 President and Director President of the Investment Adviser
William B. Frels,* 58 Secretary and Director Vice President and Secretary of the
Investment Adviser
Peter G. Robb,* 49 Vice President and Vice President of the Investment
Director Adviser (June 1994 to Present); Vice
President and Portfolio Manager,
U.S. Bank Trust National Association
(formerly First Trust National
Association), St. Paul, MN (June 1986
to April 1994)
Lisa J. Hartzell, 53 Treasurer Manager of Mutual Fund Services of the
Investment Adviser
Charlton Dietz, 67 Director Retired Senior Vice President, Legal
3050 Minnesota World Affairs and General Counsel, Minnesota
Trade Center Mining and Manufacturing Company
30 Seventh Street East
St. Paul, MN 55101
Donald E. Garretson, 76 Director Retired Vice President, Minnesota Mining
709 Linwood Avenue and Manufacturing Company
St. Paul, MN 55105
J. Thomas Simonet, 71 Director Retired Chief Executive Officer, U.S. Bank
315 Stonebridge Boulevard Trust National Association (formerly First
St. Paul, MN 55105 Trust National Association)
</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 Balanced 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 $32,400 in 1997. As of March 31, 1998, the directors and officers
of the Fund, as a group, and their spouses and minor children owned beneficially
41,520 shares, or 0.75% 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 36.1%
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 Balanced Fund, Inc., the net assets of
which as of December 31, 1997 were $28,789,593.
Mairs and Power, Inc. serves as Investment Adviser to the Fund under the
terms of an Investment Advisory Agreement dated March 21, 1972, as amended
May 17, 1982. 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 1997 was 0.6%; the ratio of
total expenses to average net assets was 0.84%. 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
$1,726,083 in 1997, $656,525 in 1996 and $337,395 in 1995. 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 1997 amounted to $241,354, and 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, and $61,738 in 1995.
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
$54,526 in 1997, and $13,041 for the period May 1, 1996 through December 31,
1996. Prior to May 1, 1996, Norwest Bank Minnesota, National Association acted
as Custodian for the Fund. For services as Custodian to the Fund, Norwest Bank
Minnesota, National Association received $8,506 in 1996, and $36,851 in 1995.
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 Balanced 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 1997, the Fund paid $468,293 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 Investment Adviser. Total brokerage
fees for 1996 and 1995 amounted to $206,017 and $59,759, respectively.
FINANCIAL STATEMENTS
The Fund's financial statements, including a listing of portfolio
securities as of December 31, 1997, are included in the Fund's Annual Report to
Shareholders for the year ended December 31, 1997 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 incorporated herein by reference. Additional copies of the
Annual Report may be obtained, without charge, by writing or calling the Fund.
6
<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 21, 1998, appearing on pages 3 to 10 of the 1997 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.
<TABLE>
<CAPTION>
Page Number In:
Prospectus Annual Report
---------- -------------
<S> <C> <C>
*Financial Highlights for each of
the ten years in the period ended
December 31, 1997 3 3
*Statement of Assets and Liabilities
at December 31, 1997 4
*Schedule of Investments at
December 31, 1997 5-6
*Statement of Operations for the
year ended December 31, 1997 7
*Statement of Changes in Net Assets
for the years ended December 31, 1997
and 1996 8
*Notes to Financial Statements,
December 31, 1997 9
Report of Independent Auditors 10
</TABLE>
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.
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.
<PAGE>
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.
5.A. Amendment to Investment Advisory Contract.
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 1997 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
Item 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
Title of Class (1) Number of Record Holders (2)
-------------- ------------------------
<S> <C>
Capital Stock, 10,000,000 Shares 23,273
Par Value one cent ($.01) (As of March 31, 1998)
</TABLE>
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
<PAGE>
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
<TABLE>
<CAPTION>
<S> <C>
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
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-1420 First National Bank Bldg.
332 Minnesota Street
St. Paul, MN 55101-1363
</TABLE>
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 17th day of
April 1998.
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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ George A. Mairs, III President and Director
- ----------------------------------- (Principal Executive Officer) April 17, 1998
George A. Mairs, III
/s/ William B. Frels Secretary and Director
- ----------------------------------- (Principal Financial and
William B. Frels Accounting Officer) April 17 , 1998
/s/ Peter G. Robb Vice-President and Director
- ----------------------------------- April 17, 1998
Peter G. Robb
/s/ Charlton Dietz Director
- ----------------------------------- April 17, 1998
Charlton Dietz
/s/ Donald E. Garretson Director
- ----------------------------------- April 17, 1998
Donald E. Garretson
/s/ J. Thomas Simonet Director
- ----------------------------------- April 17, 1998
J. Thomas Simonet
</TABLE>
<PAGE>
EXHIBIT INDEX
Item Description
- ---- -----------
1-5. Not filed herewith.
5.A. Amendment to Investment Advisory Contract.
6-10. Not filed herewith.
11. Consent of Independent Auditors.
12. Financial Statements contained in 1997 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 5.A.
May 17, 1982
MAIRS & POWER GROWTH FUND, INC.
AMENDMENT TO AGREEMENT FOR INVESTMENT COUNSEL SERVICE
-----------------------------------------------------
Under Section 6 of the Agreement For Investment Counsel Service between
Mairs & Power, Inc., and the Corporation listed above, dated March 21, 1972,
the Agreement may be amended at any time provided, however, that such amendment
is approved by the affirmative vote of a majority of the outstanding voting
securities of the Fund, and approved by the vote of a majority of the Directors
of the Fund who are not interested persons of the Fund or the Investment
Adviser.
In accordance with the language in paragraph one, an amendment to revise
the "Compensation of the Adviser" section of the "Agreement" was submitted to
shareholder vote at the Annual Meeting of Shareholders on May 17, 1982, to the
Directors on that same date. The amendment, if approved, would raise the fee,
paid monthly, to 1/20 of 1% of the net asset value of the Fund on the last
valuation date of each month as defined in the By-Laws of the Fund effective
with the last valuation date of May, 1982.
The amendment did receive an affirmative vote of a majority of the
outstanding voting securities of the Fund and, on that same date, received the
unanimous approval of the Fund's Directors who are not interested persons of the
Fund or the Investment Adviser.
There are no other changes in the "Agreement".
Mairs & Power Growth Fund, Inc.
By /s/ George C. Power, Jr.
---------------------------------------------
President, Mairs & Power, Inc.
By /s/ George C. Power, Jr.
---------------------------------------------
President
By /s/ Ronald J. De Sellier
---------------------------------------------
Secretary
<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. 50 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 21, 1998, 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, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG, LLP
Minneapolis, Minnesota
April 28, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANNUAL
REPORT DATED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
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