<PAGE>
-----------------
MAIRS AND POWER
GROWTH FUND, INC.
-----------------
ANNUAL REPORT
December 31, 1998
W-1420 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101
651-222-8478
<PAGE>
February 19, 1999
TO OUR SHAREHOLDERS:
In 1998 the Mairs & Power Growth Fund registered a return of 9.4%. The
Standard & Poor's 500 Stock Index return for the year was 28.7%. However, that
index is highly dependent on the performance of its largest stocks and last year
large stocks dramatically outperformed the market. Just fifteen of the largest
stocks in the index accounted for half of the return. The median return of all
500 Standard & Poor's stocks was only 6.6%. Mairs and Power Growth Fund is a
blend of large-cap, mid-cap and small-cap stocks. Therefore, mutual fund
measurement firms such as MORNINGSTAR characterize it as a mid-cap fund.
MORNINGSTAR has rated our fund consistently as a five-star fund for the five
years it has been included in their coverage. FORBES Magazine, in the February
8th issue, listed just twelve U.S. Stock Funds as Best Buys based both on
performance as well as low operating costs. Mairs & Power Growth Fund was one of
the twelve funds and the only mid-cap fund in the group. BUSINESS WEEK Magazine,
in the November 9th issue, recommended a group of twelve stock funds and Mairs &
Power Growth Fund was included in that list as well. Our stock selection
emphasizes companies with strong earnings prospects and attractive share
valuations. Because of our long-term orientation, we are willing to hold certain
underperforming stocks for various periods so long as we are confident of the
earnings growth. While many large-capitalization stocks appear generously
valued, we believe that the recent flight to quality on the part of investors
has left many mid and small-capitalization stocks clearly undervalued. The Fund
has produced a 20.5% compound annual rate of return for the past ten year period
and is one of a very small number of diversified stock funds to have
outperformed the Standard and Poor's 500 Stock Index for that period.
The U.S. economy continues to be the envy of the entire world. Gross
Domestic Product in 1998 rose 3.9% marking the third consecutive year in which
economic growth approximated 4%. While economists believe that growth may
moderate this year, there is little evidence of this yet and consensus
expectations suggest a fourth year of above-average growth. Labor markets remain
strong and the unemployment rate is at a 30 year low. However, inflation remains
modest with consumer prices last year rising less than 2% for the second year in
a row. Real wage income rose 5.5% a year for the past two years which has
supported strong consumer spending that rose 5.2% during 1998. The 1990's have
witnessed the strongest capital spending cycle of the past 50 years. Since the
expansion began in 1991, capital-goods purchases have risen at an average rate
of 11% per year and were up 17% last year. The technology sector has driven this
cycle with spending increasing at an average of 19% a year since 1991. This
surge in capital spending has resulted in much improved gains in worker
productivity which has risen about 2% annually in each of the past three years,
double the rate in the 1970s and 1980s. In the manufacturing sector,
productivity has risen almost 5% in each of the past two years and has largely
offset rising wages and other compensation. Together with a labor-force growth
rate of 1%, the higher productivity means the economy can grow 3% a year or more
without rekindling inflation. We expect the economy to expand beyond 1999,
making this the longest period of economic growth in the nation's history.
1
<PAGE>
We believe that the outlook for stock prices in 1999 continues to be
favorable. Asian economies appear to be leveling and should begin a slow
recovery. Europe will be strengthened by monetary union although growth will be
moderate. Inflation should remain very low due to lower energy and commodity
prices as well as improving productivity which should allow interest rates to
remain stable. Corporate earnings are again strengthening, having increased at a
5% rate in last year's final quarter, and we expect this trend to continue
throughout 1999. Against this background, we expect another year of rising stock
prices. While common stocks are always subject to volatility, they provide
investors with superior returns. Since 1945, U.S. stocks have produced an
inflation-adjusted annualized return of 9.3%, clearly exceeding that of any
other major asset class.
George A. Mairs
President
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN FUND, S & P
500 INDEX, AND THE CONSUMER PRICE INDEX
[CHART]
<TABLE>
<CAPTION>
MPG S&P CPI
<S> <C> <C> <C> <C> <C> <C> <C>
1988 10000 10000.00 10000.00
1989 12805.82 12807.00 28.07% 13160.00 31.60% 10480.00 4.80%
1990 13276.74 13277.02 3.67% 12738.88 (3.20%) 11045.92 5.40%
1991 18859.73 18860.00 42.05% 16624.24 30.50% 11509.85 4.20%
1992 20338.20 20338.63 7.84% 17904.30 7.70% 11855.14 3.00%
1993 22953.47 22954.17 12.86% 19712.64 10.10% 12175.23 2.70%
1994 24246.37 24246.49 5.63% 19968.90 1.30% 12503.96 2.70%
1995 36204.06 36204.86 49.32% 27465.23 37.54% 12816.56 2.50%
1996 45763.49 45762.95 26.40% 33776.74 22.98% 13239.51 3.30%
1997 60214.85 58874.03 28.65% 45058.17 33.40% 13464.58 1.70%
1998 64390.36 64390.53 9.37% 57989.87 28.70% 13680.01 1.60%
</TABLE>
Average Annual Total Returns PAST INVESTMENT RESULTS
1 Year 5 Year 10 Year SHOULD NOT BE TAKEN AS
9.4% 22.9% 20.5% NECESSARILY
REPRESENTATIVE OF FUTURE
PERFORMANCE.
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
1998 1997 1996 1995 1994
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE
Net asset value, beginning of year $86.67 $69.48 $56.64 $39.37 $38.84
Investment operations:
Net investment income 0.86 (*) 1.03 0.75 0.51 0.67
Net realized and unrealized
gains (losses) on investment 7.23 18.85 14.19 18.83 1.49
---- ----- ----- ----- ----
TOTAL FROM INVESTMENT OPERATIONS 8.09 19.88 14.94 19.34 2.16
Less distributions:
Dividends (from net
investment income) (0.72) (1.00) (0.71) (0.56) (0.65)
Distributions (from capital gains) (1.36) (1.69) (1.39) (1.51) (0.98)
----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS (2.08) (2.69) (2.10) (2.07) (1.63)
----- ----- ----- ----- -----
NET ASSET VALUE, END OF YEAR $92.68 $86.67 $69.48 $56.64 $39.37
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN 9.4% 28.7% 26.4% 49.3% 5.6%
--- ---- ---- ---- ---
--- ---- ---- ---- ---
NET ASSETS, END OF YEAR
(000's OMITTED) $580,461 $412,591 $150,162 $70,537 $41,890
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets 0.82% 0.84% 0.89% 0.99% 0.99%
Ratio of net investment
income to average net
assets 0.97% 0.98% 1.18% 1.00% 1.74%
Portfolio turnover rate 2.04% 5.07% 3.19% 3.87% 5.09%
</TABLE>
(*) Net investment income per share represents net investment income divided by
the average shares outstanding throughout the period.
3
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Common Stocks as annexed, at market value (cost $408,324,610) $563,480,312
Cash 16,813,411
Dividends and interest receivable 526,355
Receivables for securities sold, not yet delivered 0
Prepaid expense 0
------------
Total assets 580,820,078
LIABILITIES
Accrued management fee 277,236
Accrued custodian and transfer agent fee 82,319
Payable for securities purchased, not yet received 0
------------
Total liabilities 359,555
NET ASSETS
Equivalent to $92.68 per share on 6,262,832 shares outstanding $580,460,523
------------
------------
NET ASSETS CONSIST OF:
Capital stock $ 62,628
Additional paid-in capital 424,646,283
Accumulated undistributed net investment income 583,348
Accumulated undistributed net realized gain (loss) on investment
transactions 12,562
Net unrealized appreciation (depreciation) of investments 155,155,702
------------
TOTAL NET ASSETS $580,460,523
------------
CAPITAL STOCK (par value $.01 a share)
Shares authorized 25,000,000
------------
------------
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
MARKET
NUMBER VALUE
OF SHARES COMMON STOCK (NOTE2a.)
--------- ------------ -----------
<C> <S> <C>
CHEMICAL 5.2%
540,000 Ecolab, Inc. $19,541,250
222,500 H. B. Fuller 10,707,812
-----------
30,249,062
CONSUMER 9.8%
247,000 General Mills, Inc. 19,204,250
490,000 Hormel Foods 16,047,500
442,610 Jostens, Inc. 11,590,849
345,800 The Toro Company 9,855,300
-----------
56,697,899
DRUGS AND HOSPITAL SUPPLIES 9.8%
282,000 Baxter International, Inc. 18,136,125
215,000 Johnson & Johnson 18,033,125
166,000 Pfizer Inc. 20,822,625
-----------
56,991,875
FINANCIAL 14.8%
330,000 ReliaStar Financial Corporation 15,221,250
416,000 St. Paul Companies, Inc. 14,456,000
640,000 TCF Financial Corporation 15,480,000
480,000 U.S. Bancorp 17,040,000
590,000 Wells Fargo & Company 23,563,125
-----------
85,760,375
INFORMATION SERVICES 9.8%
470,000 Deluxe Corp. 17,184,375
965,000 Merrill Corporation 18,636,563
568,400 National Computer Systems Inc. 21,030,800
-----------
56,851,738
5
<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS (CONT.)
MARKET
NUMBER VALUE
OF SHARES COMMON STOCK (CONTINUED) (NOTE2a.)
--------- ----------------------- ---------
<C> <S> <C>
MEDICAL DEVICES 6.4%
356,000 Medtronic, Incorporated $26,433,000
395,000 St. Jude Medical, Inc. * 10,936,563
-----------
37,369,563
RETAILING 6.7%
398,000 Dayton Hudson Corporation 21,591,500
628,000 SUPERVALU Inc. 17,584,000
-----------
39,175,500
TECHNOLOGY 15.5%
230,000 Ceridian * 16,056,875
308,050 Emerson Electric Co. 18,637,025
250,000 Honeywell Inc. 18,828,125
1,157,100 MTS Systems Corporation 15,620,850
213,000 Minnesota Mining & Manufacturing Company 15,149,625
618,500 TSI Inc. 5,411,875
-----------
89,704,375
TELECOMMUNICATIONS 4.4%
729,000 ADC Telecommunications Inc. * 25,332,750
OTHER INDUSTRIALS 14.7%
374,000 Bemis Company, Inc. 14,188,625
892,300 BMC Industries, Inc. 5,576,875
450,000 Burlington Northern Santa Fe 15,187,500
534,800 Donaldson Company, Inc. 11,097,100
569,850 Graco Inc. 16,810,575
355,800 Imation Corporation * 6,226,500
320,000 Weyerhaeuser Company 16,260,000
-----------
85,347,175
-----------
TOTAL COMMON STOCKS 97.1% 563,480,312
OTHER ASSETS IN EXCESS OF LIABILITIES 2.9% 16,980,211
-----------
NET ASSETS 100% $580,460,523
-----------
-----------
</TABLE>
*Non-income producing
SEE ACCOMPANYING NOTES.
6
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S> <C> <C>
Income:
Dividends $ 7,854,258
Interest 1,320,167
------------
TOTAL INCOME $ 9,174,425
Expenses:
Investment advisory fees (NOTE 5) 3,112,094
Administrative fees 519,917
Transfer agent fees (NOTE 5) 436,061
Custodian fees 104,875
Legal and audit fees 31,847
Other fees and expenses 13,380
------------
TOTAL EXPENSES 4,218,174
------------
NET INVESTMENT INCOME 4,956,251
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 4)
Net realized gains on investments sold 8,384,559
Unrealized appreciation of investments 32,342,988
------------
NET GAIN ON INVESTMENTS 40,727,547
------------
INCREASE IN NET ASSETS FROM OPERATIONS $ 45,683,798
------------
------------
</TABLE>
SEE ACCOMPANYING NOTES.
7
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997
----------------------------------------
<S> <C> <C>
OPERATIONS
Net investment income $ 4,956,251 $ 2,734,258
Net realized gains on investments sold 8,384,559 8,848,249
Unrealized appreciation of investments 32,342,988 55,004,307
------------- -------------
INCREASE IN NET ASSETS FROM OPERATIONS 45,683,798 66,586,814
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (4,372,903) (3,227,197)
Short-term gain distributed as ordinary income -- (1,034,180)
From net realized gains (8,371,997) (7,830,288)
------------- -------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS (12,744,900) 12,091,665
CAPITAL STOCK TRANSACTIONS
Proceeds from shares sold 211,621,886 221,582,938
Reinvestment of distributions from net investment
income and net realized gains 11,767,067 10,964,936
Cost of shares redeemed (88,457,947) (24,614,163)
------------- -------------
INCREASE IN NET ASSETS FROM
CAPITAL STOCK TRANSACTIONS 134,931,006 207,933,711
------------- -------------
TOTAL INCREASE IN NET ASSETS 167,869,904 262,428,860
NET ASSETS
Beginning of year 412,590,619 150,161,759
------------- -------------
End of year (including undistributed investment income
of $583,348 and $45,826, respectively) $ 580,460,523 $ 412,590,619
------------- -------------
------------- -------------
CHANGES IN CAPITAL STOCK
Shares sold 2,375,392 2,777,232
Shares issued for reinvested distributions 128,379 127,099
Shares redeemed (1,001,454) (305,062)
------------- -------------
NET INCREASE IN SHARES 1,502,317 2,599,269
------------- -------------
------------- -------------
</TABLE>
SEE ACCOMPANYING NOTES.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
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 polices 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 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 the security if it were
to be sold on that day, the security will be valued at fair value
as determined in good faith by the adviser, Mairs and Power, Inc.
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. Realized gains and losses are
reported on an identified cost basis.
(b) The Fund is a "regulated investment company" as defined in
Subtitle A, Chapter 1, Subchapter M of the Internal Revenue Code,
as amended. 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) Effective January 1, 1998, the Fund discontinued the accounting
practice of equalization, which it had used since its inception.
Equalization is a practice whereby a portion of the proceeds from
sales and costs of redemptions of Fund shares, equivalent on a
per-share basis to the amount of the undistributed net investment
income, is charged or credited to undistributed net investment
income.
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
The balance of equalization included in undistributed net
investment income at the date of change, which was $592,726, was
reclassified to additional paid-in capital. Such reclassification
had no effect on net assets, results of operations, or net asset
value per share of the Fund.
(d) Income distributions and capital gain distributions are
determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.
Accordingly, cumulative permanent book and tax basis differences
relating to shareholder distributions have been reclassified
between accumulated undistributed net investment income,
accumulated undistributed net realized gain on investment
transactions and additional paid-in capital. Net investment
income, net realized gains on investments sold, and net assets
were not affected by this reclassification.
Note 3 -- Purchases and sales of investment securities, excluding
short-term securities, during the year ended December 31, 1998
aggregated $142,126,463 and $9,944,245, respectively.
Note 4 -- Net unrealized appreciation on investments for Federal income tax
purposes aggregated $155,155,702, of which $173,765,438 related to
appreciated investment securities and $18,609,736 related to
depreciated investment securities. Aggregate cost of investments for
federal income tax purposes was $408,324,610.
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 1/20th 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
Firstar Trust Company who serves as transfer agent. Directors of the
Fund not affiliated with Mairs and Power, Inc. received compensation
for meetings attended totaling $54,000 in 1998. No compensation was
paid to any other director or officer of the Fund.
10
<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, 1998, 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 five
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 and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1998, 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, 1998, 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 five
years in the period then ended, in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
January 22, 1999
11
<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
------------------------------------------------------------------------
PERFORMANCE OF
DISTRIBUTIONS OF DIVIDENDS FROM AN ASSUMED
SHARES REALIZED NET INVESTMENT INVESTMENT OF
DATES OUT-STANDING TOTAL NET ASSETS NET ASSET VALUE SECURITIES GAINS INCOME $10,000*
------------- ------------ ---------------- --------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Dec. 31, 1974 1,123,449 $ 8,115,558 $ 7.22 $ 0.24 $ 6,575
Dec. 31, 1975 1,114,754 $ 10,758,751 $ 9.65 $ 0.24 $ 9,016
Dec. 31, 1976 1,078,864 $ 13,821,528 $ 12.81 $ 0.26 $ 12,235
Dec. 31, 1977 1,057,928 $ 13,145,624 $ 12.43 $ 0.33 $ 12,194
Dec. 31, 1978 998,265 $ 13,282,487 $ 13.31 $ 0.35 $ 13,396
Dec. 31, 1979 914,635 $ 14,104,765 $ 15.42 $ 0.45 $ 16,001
Dec. 31, 1980 840,882 $ 14,540,014 $ 17.29 $ 0.55 $ 18,579
Dec. 31, 1981 861,678 $ 13,148,158 $ 15.26 $ 0.74 $ 0.60 $ 17,874
Dec. 31, 1982 850,942 $ 16,784,217 $ 19.72 $ 0.58 $ 0.50 $ 24,874
Dec. 31, 1983 881,592 $ 18,972 177 $ 21.52 $ 0.70 $ 0.48 $ 28,794
Dec. 31, 1984 872,069 $ 17,304,204 $ 19.84 $ 0.76 $ 0.46 $ 28,212
Dec. 31, 1985 856,738 $ 21,553,457 $ 25.16 $ 0.86 $ 0.46 $ 38,022
Dec. 31, 1986 893,850 $ 22,235,453 $ 24.88 $ 2.74 $ 0.40 $ 42,410
Dec. 31, 1987 914,139 $ 19,816,097 $ 21.68 $ 2.29 $ 0.48 $ 41,421
Dec. 31, 1988 929,039 $ 20,630,251 $ 22.21 $ 1.21 $ 0.41 $ 45,555
Dec. 31, 1989 866,584 $ 22,630,081 $ 26.11 $ 1.83 $ 0.43 $ 58,341
Dec. 31, 1990 867,432 $ 22,501,587 $ 25.94 $ 0.70 $ 0.42 $ 60,482
Dec. 31, 1991 904,023 $ 31,440,529 $ 34.78 $ 1.58 $ 0.39 $ 85,915
Dec. 31, 1992 956,814 $ 34,363,306 $ 35.91 $ 1.16 $ 0.40 $ 92,651
Dec. 31, 1993 1,006,285 $ 39,081,010 $ 38.84 $ 1.22 $ 0.43 $ 104,565
Dec. 31, 1994 1,064,019 $ 41,889,850 $ 39.37 $ 0.98 $ 0.65 $ 110,454
Dec. 31, 1995 1,245,325 $ 70,536,880 $ 56.64 $ 1.51 $ 0.56 $ 164,927
Dec. 31, 1996 2,161,246 $ 150,161,759 $ 69.48 $ 1.39 $ 0.71 $ 208,475
Dec. 31, 1997 4,760,515 $ 412,590,619 $ 86.67 $ 1.69 $ 1.00 $ 268,203
Dec. 31, 1998 6,262,832 $ 580,460,523 $ 92.68 $ 1.36 $ 0.72 $ 293,330
</TABLE>
*Assumes the reinvestment of all income dividends and capital gain
distributions for a $10,000 investment made at the beginning of 1974.
- -------------------------------------------------------------------------------
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, 1998) ARE AS FOLLOWS:
1 YEAR: + 9.4% 5 YEARS: + 22.9% 10 YEARS: + 20.5%
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.
- --------------------------------------------------------------------------------
12
<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
INVESTMENT ADVISER CUSTODIAN
Mairs and Power, Inc. Firstar Bank Milwaukee
W-1420 First National Bank Building 615 East Michigan Street
332 Minnesota Street P. O. Box 701
Saint Paul, Minnesota 55101 Milwaukee, Wisconsin 53201-0701
INDEPENDENT AUDITORS
Ernst & Young, LLP
1400 Pillsbury Center
200 South Sixth Street
Minneapolis, Minnesota 55402
TRANSFER AGENT
--------------
(REGULAR MAIL ADDRESS) (OVERNIGHT OR EXPRESS MAIL ADDRESS)
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
615 East Michigan Street 615 East Michigan Street
P. O. Box 701 3rd Floor
Milwaukee, Wisconsin 53201-0701 Milwaukee, Wisconsin 53202
SHAREHOLDER ACCOUNT INFORMATION AND INQUIRIES
1-800-304-7404
13
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
