<PAGE>
--------------------------------------------------
MAIRS AND POWER
GROWTH FUND, INC.
--------------------------------------------------
- --------------------------------------------------------------------------------
ANNUAL REPORT
December 31, 1999
W-1420 First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101
651-222-8478
<PAGE>
February 22, 2000
TO OUR SHAREHOLDERS:
In 1999 the Mairs and Power Growth Fund registered a return of 7.2%. The
Standard & Poor's 500 Stock Index return for the year was 21.0%. During the nine
month period ending September 30, 1999, the Fund's return of 5.3% was exactly in
line with that of the S&P 500. However, during the final quarter of the year, a
few technology stocks produced a surge in the stock market indexes and accounted
for about 70% of the S & P 500 performance for the year. Without technology, the
S & P 500 return for the year would have been 7.5%. A mere 30 companies
accounted for 100% of the performance of the index while 50% of the companies in
the index had a negative return for the year. As we have previously stated, we
believe that technology is transforming many aspects of our economy, resulting
in stronger growth and lower inflation. We further believe that each company in
our portfolio must be an active participant in this technological transformation
in order to gain competitive advantage. However, the technology sector of the S
& P 500 is trading at 47 times prospective earnings while the balance of the
index is trading at 21 times prospective earnings. We believe that many of those
technology stocks are trading at levels that cannot be supported by either
current or prospective earnings and therefore entail a level of risk which we
find unacceptable.
The Fund remains one of a very small number of diversified funds to have
outperformed the S & P 500 over the past decade. For the ten year period ending
December 31, the fund produced an 18.3% average annual return, slightly ahead of
18.2% recorded for the S&P 500. FORBES Magazine, in the February 7th issue, had
a cover story highlighting ten mutual funds that outperformed the S&P 500 over
the past decade "without echoing its holdings" and proposed that these funds are
"a good way to garner outsize returns." Mairs and Power Growth Fund was one of
the ten recommended funds. BUSINESS WEEK Magazine, in the January 24th issue,
scored 885 stock funds based on five year, risk-adjusted returns. Mairs and
Power Growth Fund received a B rating (above average) measured against all funds
in the survey and a B+ rating (very good) measured against funds in its
category.
The U.S. economy currently is enjoying the longest period of
uninterrupted growth in history and is about to enter its tenth year of
expansion. It has benefitted from sound fiscal and monetary policies throughout
the period, which will this year result in a federal budget surplus
1
<PAGE>
for the third consecutive year. The major fiscal debate in Washington now
centers around the wisdom of utilizing the surplus for debt reduction or
returning a portion of it to the taxpayers through tax reduction. For the past
three years, Gross Domestic Product has been rising at an inflation-adjusted 4%
rate even as inflation has remained well below 3%, the lowest level in 35 years.
Economists believe that this period of growth should continue for some time as
foreign economies continue their recovery. Corporate profits strengthened
notably in 1999 and are expected to rise at least 8% this year, in line with the
historic trend. Therefore, the outlook remains favorable for most U.S. equities.
We continue to be committed to growth stocks but believe that valuations
must be consistent with sustainable earnings growth rates. We seek to identify
and invest in high quality business franchises with proven management and
dominant market shares. During the past two years, a great many mutual fund
managers have substantially increased the risk profile of their portfolios in an
effort to attract more shareholders. The elements of our investment approach are
unchanged. Since its inception 41 years ago, the fund has produced an average
annual return of 12.3% while maintaining a below-average rate of volatility. We
find our current holdings to be at attractive valuation levels which should
provide favorable investment returns this year.
Mairs and Power is a seventy year old investment advisory firm with over
$1.2 billion of securities under management. Our professional staff consists of
four portfolio managers with a total experience of 122 years in the investment
advisory business. In 1980, I was designated Portfolio Manager of the Growth
Fund but have been fully supported in that role by all of our managers. In order
to better reflect our organizational strength, Bill Frels was designated
Co-manager of the Fund effective January 1, 2000. Bill has 38 years of
experience in investment management and for the past seven years has served as
the President and Portfolio Manager of the highly-rated Mairs and Power Balanced
Fund.
Mutual funds are not required to hold annual meetings until such times as
substantial changes are proposed in either the governance or the policy of the
fund. Accordingly, a high percentage of funds do not routinely hold annual
meetings. We have long believed that our shareholders would benefit from low
management expenses and are proud that our expense ratio has remained low. In
1999 that ratio declined to .79% which compares with an average of 1.55% for the
universe of stock funds compiled by Morningstar. The cost of proxy solicitation
for annual meetings is significant and since the vast majority of our
shareholders reside outside of
2
<PAGE>
Minnesota, our Directors have determined that shareholders would be best served
by holding annual meetings only in years when there is a legal requirement for
such a meeting. Therefore, an annual meeting has not been scheduled for 2000.
However, we do place a high value on periodic communications with our
shareholders and therefore continue to issue quarterly reports rather then
following the common industry practice of semi-annual reports.
George A. Mairs
President
---------------------------------------------------------------------------
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
FUND, S & P 500 INDEX, AND THE CONSUMER PRICE INDEX
---------------------------------------------------------------------------
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
(Figures adjusted and used for charting purpose)
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fund 10.00 10.37 14.73 15.88 17.92 18.93 28.27 35.73 45.97 50.28 53.88
S & P 10.00 9.68 12.63 13.61 14.98 15.17 20.87 25.67 34.24 44.07 53.34
CPI 10.00 10.54 10.98 11.31 11.62 11.93 12.23 12.63 12.85 13.05 13.41
</TABLE>
------------------------------------------------
Average Annual Total Returns
----------------- --------------- --------------
1 Year 5 Year 10 Year
----------------- --------------- --------------
7.2% 23.3% 18.3%
----------------- --------------- --------------
PAST INVESTMENT RESULTS SHOULD NOT BE TAKEN AS NECESSARILY REPRESENTATIVE
OF FUTURE PERFORMANCE.
3
<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
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------ -------------
PER SHARE
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $92.68 $86.67 $69.48 $56.64 $39.37
Investment operations:
Net investment income 0.85 0.86(*) 1.03 0.75 0.51
Net realized and unrealized
gains on investment 5.79 7.23 18.85 14.19 18.83
---- ---- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 6.64 8.09 19.88 14.94 19.34
Less distributions:
Dividends (from net
investment income) (0.93) (0.72) (1.00) (0.71) (0.56)
Distributions (from capital gains) (5.48) (1.36) (1.69) (1.39) (1.51)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (6.41) (2.08) (2.69) (2.10) (2.07)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF YEAR $92.91 $92.68 $86.67 $69.48 $56.64
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN 7.2% 9.4% 28.7% 26.4% 49.3%
------ ------ ------ ------ ------
------ ------ ------ ------ ------
NET ASSETS, END OF YEAR
(000'S OMITTED) $546,836 $580,461 $412,591 $150,162 $70,537
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets 0.79% 0.82% 0.84% 0.89% 0.99%
Ratio of net investment
income to average net
assets 0.83% 0.97% 0.98% 1.18% 1.00%
Portfolio turnover rate 5.55% 2.04% 5.07% 3.19% 3.87%
</TABLE>
(*)Net investment income per share represents net investment income divided by
the average shares outstanding throughout the period.
4
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
AT DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investments, at market value (cost $388,680,697) $546,604,197
Dividends and interest receivable 584,150
------------
Total assets 547,188,347
LIABILITIES
Accrued management fee 271,032
Accrued custodian and transfer agent fee 81,230
------------
Total liabilities 352,262
NET ASSETS
Equivalent to $92.91 per share on 5,885,897 shares outstanding $546,836,085
------------
------------
NET ASSETS CONSIST OF:
Capital stock $ 58,859
Additional paid-in capital 388,759,059
Accumulated undistributed net investment income 49,346
Accumulated undistributed net realized gain on investment transactions 45,321
Net unrealized appreciation of investments 157,923,500
------------
TOTAL NET ASSETS $546,836,085
------------
------------
CAPITAL STOCK (par value $.01 a share)
Shares authorized 25,000,000
------------
------------
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF SHARES MARKET VALUE
SECURITY DESCRIPTION (NOTE 2a.)
- ---------------- -------------------------------------------------------------------------- -------------
<S> <C> <C>
COMMON STOCK
CHEMICAL 5.9%
510,000 Ecolab, Inc. $19,953,750
222,500 H. B. Fuller 12,446,094
------------
32,399,844
CONSUMER 10.2%
514,000 General Mills, Inc. 18,375,500
440,000 Hormel Foods 17,875,000
262,610 Jostens, Inc. 6,384,706
345,800 The Toro Company 12,902,662
------------
55,537,868
DRUGS AND HOSPITAL SUPPLIES 9.9%
282,000 Baxter International, Inc. 17,713,125
215,000 Johnson & Johnson 20,021,875
498,000 Pfizer Inc. 16,153,875
------------
53,888,875
FINANCIAL 14.6%
330,000 ReliaStar Financial Corporation 12,931,875
436,000 St. Paul Companies, Inc. 14,687,750
640,000 TCF Financial Corporation 15,920,000
500,000 U.S. Bancorp 11,906,250
600,000 Wells Fargo & Company 24,262,500
------------
79,708,375
INFORMATION SERVICES 6.2%
500,000 Deluxe Corp. 13,718,750
538,400 National Computer Systems Inc. 20,257,300
------------
33,976,050
MEDICAL DEVICES 6.7%
652,000 Medtronic, Incorporated 23,757,250
415,000 St. Jude Medical, Inc. * 12,735,312
------------
36,492,562
</TABLE>
6
<PAGE>
SCHEDULE OF INVESTMENTS (CONT.)
<TABLE>
<CAPTION>
NUMBER OF MARKET VALUE
SHARES SECURITY DESCRIPTION (NOTE 2a.)
- ---------------- ---------------------------------------------------------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
RETAILING 7.7%
368,000 Dayton Hudson Corporation $ 27,025,000
748,000 SUPERVALU Inc. 14,960,000
------------
41,985,000
TECHNOLOGY 16.0%
560,000 Ceridian * 12,075,000
338,050 Emerson Electric Co. 19,395,619
318,750 Honeywell International Inc. 18,387,891
1,248,100 MTS Systems Corporation 9,672,775
213,000 Minnesota Mining & Manufacturing Company 20,847,375
618,500 TSI Inc. 7,267,375
------------
87,646,035
TELECOMMUNICATIONS 7.3%
554,000 ADC Telecommunications Inc. * 40,199,625
OTHER INDUSTRIALS 13.3%
384,000 Bemis Company, Inc. 13,392,000
713,300 BMC Industries, Inc. 3,477,337
450,000 Burlington Northern Santa Fe 10,912,500
554,800 Donaldson Company, Inc. 13,349,875
609,850 Graco Inc. 21,878,369
232,200 The Valspar Corporation 9,723,375
------------
72,733,456
------------
TOTAL COMMON STOCKS 97.8% 534,567,690
SHORT TERM INVESTMENTS 2.1%
12,036,507 Firstar Institutional Money Market Fund, 5.5% 12,036,507
------------
TOTAL INVESTMENTS 99.9% 546,604,197
OTHER ASSETS IN EXCESS OF LIABILITIES 0.1% 231,888
------------
NET ASSETS 100% $ 546,836,085
------------
------------
</TABLE>
*Non-income producing
SEE ACCOMPANYING NOTES.
7
<PAGE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends $ 8,716,031
Interest 415,056
------------
TOTAL INCOME $ 9,131,087
Expenses:
Investment advisory fees (NOTE 5) 3,375,441
Administrative fees 462,051
Transfer agent fees (NOTE 5) 442,020
Custodian fees 114,021
Legal and audit fees 30,443
Other fees and expenses 13,230
------------
TOTAL EXPENSES 4,437,206
------------
NET INVESTMENT INCOME 4,693,881
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 4)
Net realized gains on investments sold 30,466,215
Unrealized appreciation of investments 2,767,798
------------
NET GAIN ON INVESTMENTS 33,234,013
------------
INCREASE IN NET ASSETS FROM OPERATIONS $ 37,927,894
------------
------------
</TABLE>
SEE ACCOMPANYING NOTES.
8
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-------------------------------
<S> <C> <C>
OPERATIONS
Net investment income $ 4,693,881 $ 4,956,251
Net realized gains on investments sold 30,466,215 8,384,559
Unrealized appreciation of investments 2,767,798 32,342,988
------------ ------------
INCREASE IN NET ASSETS FROM OPERATIONS 37,927,894 45,683,798
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (5,215,357) (4,372,903)
Short-term gain distributed as ordinary income (609,446) -
From net realized gains (29,836,536) (8,371,997)
------------ ------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS (35,661,339) (12,744,900)
CAPITAL STOCK TRANSACTIONS
Proceeds from shares sold 64,874,545 211,621,886
Reinvestment of distributions from net investment
income and net realized gains 32,854,298 11,767,067
Cost of shares redeemed (133,619,836) (88,457,947)
------------- ------------
(DECREASE) INCREASE IN NET ASSETS FROM
CAPITAL STOCK TRANSACTIONS (35,890,993) 134,931,006
------------- ------------
TOTAL (DECREASE) INCREASE IN NET ASSETS (33,624,438) 167,869,904
NET ASSETS
Beginning of year 580,460,523 412,590,619
End of year (including undistributed investment income ------------- ------------
of $49,346 and $583,348, respectively) $546,836,085 $580,460,523
------------- ------------
------------- ------------
CHANGES IN CAPITAL STOCK
Shares sold 674,948 2,375,392
Shares issued for reinvested distributions 352,284 128,379
Shares redeemed (1,404,167) (1,001,454)
------------- ------------
NET (DECREASE) INCREASE IN SHARES (376,935) 1,502,317
------------- ------------
------------- ------------
</TABLE>
SEE ACCOMPANYING NOTES.
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
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 advisor, Mairs and Power, Inc. Security transactions are
recorded on `trade date plus one', with `trade date' being 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.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
Note 3 -- Purchases and sales of investment securities, excluding
short-term securities, during the year ended December 31, 1999
aggregated $30,653,073 and $92,799,708, respectively.
Note 4 -- Net unrealized appreciation on investments for federal income tax
purposes aggregated $157,923,500, of which $179,614,245 related to
appreciated investment securities and $21,690,745 related to
depreciated investment securities. Aggregate cost of investments
for federal income tax purposes was $388,680,697.
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 advisor. Investment
advisory fees were paid to the advisor 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 Mutual Fund Services, LLC
who serves as transfer agent. Directors of the Fund not affiliated
with Mairs and Power, Inc. received compensation for meetings
attended totaling $64,800 in 1999. No compensation was paid to any
other director or officer of the Fund.
11
<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, 1999, 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 auditing standards generally accepted
in the United States. 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, 1999, 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, 1999, 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 accounting principles
generally accepted in the United States.
Ernst & Young LLP
January 24, 2000
12
<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
---------------------------------------------------------
DISTRIBUTIONS DIVIDENDS PERFORMANCE OF
OF REALIZED FROM NET AN ASSUMED
SHARES TOTAL NET NET ASSET SECURITIES INVESTMENT INVESTMENT OF
DATES OUTSTANDING ASSETS VALUE GAINS INCOME $10,000*
- ----------------- ------------- ------------ ---------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dec. 31, 1975 1,114,754 $10,758,751 $ 9.65 $ 0.24 $ 13,713
Dec. 31, 1976 1,078,864 $13,821,528 $ 12.81 $ 0.26 $ 18,609
Dec. 31, 1977 1,057,928 $13,145,624 $ 12.43 $ 0.33 $ 18,547
Dec. 31, 1978 998,265 $13,282,487 $ 13.31 $ 0.35 $ 20,375
Dec. 31, 1979 914,635 $14,104,765 $ 15.42 $ 0.45 $ 24,337
Dec. 31, 1980 840,882 $14,540,014 $ 17.29 $ 0.55 $ 28,258
Dec. 31, 1981 861,678 $13,148,158 $ 15.26 $ 0.74 $ 0.60 $ 27,186
Dec. 31, 1982 850,942 $16,784,217 $ 19.72 $ 0.58 $ 0.50 $ 37,833
Dec. 31, 1983 881,592 $18,972 177 $ 21.52 $ 0.70 $ 0.48 $ 43,796
Dec. 31, 1984 872,069 $17,304,204 $ 19.84 $ 0.76 $ 0.46 $ 42,910
Dec. 31, 1985 856,738 $21,553,457 $ 25.16 $ 0.86 $ 0.46 $ 57,830
Dec. 31, 1986 893,850 $22,235,453 $ 24.88 $ 2.74 $ 0.40 $ 64,505
Dec. 31, 1987 914,139 $19,816,097 $ 21.68 $ 2.29 $ 0.48 $ 63,001
Dec. 31, 1988 929,039 $20,630,251 $ 22.21 $ 1.21 $ 0.41 $ 62,288
Dec. 31, 1989 866,584 $22,630,081 $ 26.11 $ 1.83 $ 0.43 $ 88,736
Dec. 31, 1990 867,432 $22,501,587 $ 25.94 $ 0.70 $ 0.42 $ 91,992
Dec. 31, 1991 904,023 $31,440,529 $ 34.78 $ 1.58 $ 0.39 $ 130,676
Dec. 31, 1992 956,814 $34,363,306 $ 35.91 $ 1.16 $ 0.40 $ 140,920
Dec. 31, 1993 1,006,285 $39,081,010 $ 38.84 $ 1.22 $ 0.43 $ 159,041
Dec. 31, 1994 1,064,019 $41,889,850 $ 39.37 $ 0.98 $ 0.65 $ 167,998
Dec. 31, 1995 1,245,325 $70,536,880 $ 56.64 $ 1.51 $ 0.56 $ 250,851
Dec. 31, 1996 2,161,246 $150,161,759 $ 69.48 $ 1.39 $ 0.71 $ 317,087
Dec. 31, 1997 4,760,515 $412,590,619 $ 86.67 $ 1.69 $ 1.00 $ 407,931
Dec. 31, 1998 6,262,832 $580,460,523 $ 92.68 $ 1.36 $ 0.72 $ 446,148
Dec. 31, 1999 5,885,897 $546,836,085 $ 92.91 $ 5.48 $ 0.93 $ 478,095
</TABLE>
*Assumes the reinvestment of all income dividends and capital
gain distributions for a $10,000 investment made at the
beginning of 1975.
- -------------------------------------------------------------------------------
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 (PERIOD ENDED DECEMBER 31,
1999) ARE AS FOLLOWS:
1 YEAR: +7.2% 5 YEARS: +23.3% 10 YEARS: +18.3%
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.
- --------------------------------------------------------------------------------
13
<PAGE>
OFFICERS AND DIRECTORS
<TABLE>
<S> <C>
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
</TABLE>
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
14
<PAGE>
MAIRS AND POWER
GROWTH FUND, INC.
