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[LETTERHEAD OF MAIRS AND POWER INCOME FUND, INC.]
July 19, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mairs and Power Income Fund, Inc.
Notification of Election Under Rule 24f-1
File No. 2-18269
Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-1, Mairs and Power Income
Fund, Inc. (the "Fund") hereby files this letter under EDGAR as its
Notification of Election under Rule 24f-1 relating to the Fund's Registration
Statement on Form N-1A (Reg. No. 2-18269) covering shares of the common
stock, $.10 par value per share, of the Fund. Attached to this letter are
(i) a certified copy of resolutions of the Board of Directors of the Fund
authorizing the filing of this Notification and (ii) an opinion of counsel as
to the legality of the shares being registered.
This Rule 24f-1 Notification is being filed with respect to 12,575
shares of the Fund's common stock (the "Shares") that were sold during the
period from April 4, 1996 through July 12, 1996. On July 19, 1996, the Fund
filed a Post-Effective Amendment to the Registration Statement in order to
register an indefinite number of shares of its common stock, pursuant to Rule
24f-2.
In accordance with subsection (c) of Rule 24f-1, a registration fee of
$876.15 has been paid with respect to the Shares. The fee was calculated in
the following manner:
Shares sold 12,575
Price (pursuant to Rule 457(c)) $ 67.35
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Total price of shares sold $ 846,926.25
1/29 of 1% x .00034483
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Filing fee $ 292.05
Rule 24f-1(c) multiplier x3
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TOTAL FILING FEE $ 876.15
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Securities and Exchange Commission
July 19, 1996
Page 2
The Shares were sold in accordance with the Fund's usual method of
distributing its registered shares, under which prospectuses are made
available for delivery to offerees and purchasers of such shares in
accordance with section 5(b) of the Securities Act of 1933.
Very truly yours,
MAIRS AND POWER INCOME FUND, INC.
By /s/ Peter G. Robb
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Peter G. Robb
Vice President
Enclosure
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MAIRS AND POWER INCOME FUND, INC.
CERTIFICATE OF SECRETARY
I, George A. Mairs, III, the duly elected, qualified, and acting
Secretary of Mairs and Power Income Fund, Inc., a Minnesota corporation (the
"Fund"), do hereby certify that set forth below is a true and correct copy of
certain resolutions adopted by the Board of Directors of the Fund on July 18,
1996; that such resolutions have not been rescinded, revoked, amended, or
modified in any respect; and that such resolutions remain in full force and
effect as of the date of this Certificate.
RESOLVED, that the corporation shall prepare and file with the
Securities and Exchange Commission (the "SEC") a post-effective amendment to
its Form N-1A Registration Statement (registration no. 2-18269) (the
"Registration Statement") to declare that an indefinite number of shares of
the corporation's common stock are being registered pursuant to the
Registration Statement, in accordance with Rule 24f-2 of the Investment
Company Act of 1940, as amended.
RESOLVED FURTHER, that the corporation shall prepare and file with the
SEC a Notification of Election Under Rule 24f-1 for the purpose of
retroactively registering up to 15,000 additional shares of the corporation's
common stock under the Registration Statement.
RESOLVED FURTHER, that upon issuance of and payment for the additional
shares of the corporation's common stock authorized pursuant to the preceding
resolutions, such shares shall be duly authorized, fully paid and
nonassessable.
RESOLVED FURTHER, that the directors and appropriate officers of the
corporation are hereby authorized to perform on behalf of the corporation any
and all such acts as they may deem necessary or advisable in order to
accomplish the actions authorized by the foregoing resolutions, including the
execution and filing of all papers and documents; and the execution by such
directors and officers of any such paper or document or the doing by them of
any act in connection with the foregoing matters shall conclusively establish
their authority therefor from the corporation and the approval and
ratification by the corporation of the papers and documents so executed and
the action so taken.
IN WITNESS WHEREOF, I have executed this Certificate this 18th day of
July, 1996.
/s/ George A. Mairs, III
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George A. Mairs, III, Secretary
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[LETTERHEAD OF BRIGGS AND MORGAN]
July 19, 1996
Mairs and Power Income Fund, Inc.
W-2062 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
Ladies and Gentlemen:
We have acted as counsel to Mairs and Power Income Fund, Inc. (the
"Fund") in connection with certain securities registration matters. With
respect to such matters, we refer to the Notification of Election Under Rule
24f-1 (the "Notification of Election") dated July 19, 1996, relating to the
Registration Statement on Form N-1A (Reg. No. 2-18269) covering shares of the
common stock, $.10 par value per share, of the Fund (the "Registration
Statement"). The Registration Statement was amended on July 19, 1996 to
register an indefinite number of shares of common stock pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Notification
of Election is being filed to make an election that the shares of common
stock which were sold from April 4, 1996 through July 12, 1996 in excess of
the number of shares registered under the Registration Statement be deemed to
have been registered at the time of their sale.
We have examined and relied upon copies of the Registration Statement
and the Notification of Election and have examined and relied upon originals,
or copies certified to our satisfaction, of such corporate records,
documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of common
stock for which the Notification of Election is being filed were duly
authorized, legally issued, fully paid and nonassessable.
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Main and Power Income Fund, Inc.
July 19, 1996
Page 2
We hereby consent to the use of this opinion in connection with the
filing of the Notification of Election. This opinion is furnished to you
solely for your benefit and may not be relied upon by any other person
without our prior written consent. This opinion is rendered as of the date
hereof, and we assume no obligation to advise you of any change, material or
otherwise, occurring at any time after the date hereof in any matter
discussed herein.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Christopher C. Cleveland
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Christopher C. Cleveland
CCC/dm
