<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMISSION FILE NO. 811-01048
MAIRS AND POWER INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------
5) Total fee paid:
------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------
3) Filing Party:
--------------------------------------------------------
4) Date Filed:
----------------------------------------------------------
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER INCOME FUND, INC.
W-2062 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders (the
"Meeting") of Mairs and Power Growth Fund, Inc. and Mairs and Power Income Fund,
Inc. (individually, a "Fund" and collectively, the "Funds") will be held in the
Communications Center, Lower Level, First National Bank Building, 332 Minnesota
Street, Saint Paul, Minnesota 55101, on May 19, 1997, at 11:00 a.m., Saint Paul
time, for the following purposes:
1.To elect six directors, each to serve until the respective Fund's next
Annual Meeting of Shareholders and until their respective successors shall
be qualified and elected;
2.The shareholders of Mairs and Power Income Fund, Inc. will be asked to
adopt an amendment to the Articles of Incorporation of that Fund to change
its name to Mairs and Power Balanced Fund, Inc.;
3.To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for each Fund's fiscal year ending December 31, 1997; and
4.To transact such other business as may properly come before the Meeting
and any adjournment thereof.
This is a combined Notice and Proxy Statement for the Funds managed by Mairs
and Power, Inc., a Minnesota corporation. The shareholders of Mairs and Power
Income Fund, Inc. will be asked to vote on proposals 1, 2 and 3 above. The
shareholders of Mairs and Power Growth Fund, Inc. will be asked to vote on
proposals 1 and 3 above.
The Board of Directors of each Fund has established April 11, 1997 as the
record date for determining shareholders entitled to notice of, and to vote at,
the Meeting. The transfer books of the Funds will not be closed for the Meeting.
The minute book for each Fund will be available at the Meeting for inspection by
its shareholders.
All shareholders of the Funds are encouraged to attend the Meeting in person.
Shareholders who are unable to be present in person at the Meeting are requested
to execute and promptly return the accompanying Proxy in the enclosed envelope.
The Proxy is being solicited by the Boards of Directors of the Funds. Your
attendance at the Meeting, whether in person or by Proxy, is important to ensure
a quorum. Any shareholder who executes and returns a Proxy may revoke it at any
time prior to the voting of the Proxies by giving written notice to the
Secretary of the respective Fund, by executing a later-dated Proxy, or by
attending the Meeting and giving oral notice to the Secretary of the respective
Fund.
BY ORDER OF THE BOARD OF DIRECTORS
George A. Mairs III, President
Saint Paul, Minnesota
April 23, 1997
<PAGE>
MAIRS AND POWER GROWTH FUND, INC.
MAIRS AND POWER INCOME FUND, INC.
W-2062 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
---------------------
PROXY STATEMENT
FOR 1997
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 19, 1997
---------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Boards of Directors of Mairs and Power Growth Fund, Inc. and
Mairs and Power Income Fund, Inc. (individually, a "Fund" and collectively, the
"Funds") for use at the Funds' combined Annual Meeting of Shareholders (the
"Meeting"), to be held in the Communications Center, Lower Level, First National
Bank Building, 332 Minnesota Street, Saint Paul, Minnesota, on May 19, 1997, at
11:00 a.m., Saint Paul time, and at any adjournment thereof, for the following
purposes:
1.To elect six directors, each to serve until the respective Fund's next
Annual Meeting of Shareholders and until their respective successors shall
be qualified and elected;
2.The shareholders of Mairs and Power Income Fund, Inc. will be asked to
adopt an amendment to the Articles of Incorporation of that Fund to change
its name to Mairs and Power Balanced Fund, Inc.;
3.To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for each Fund's fiscal year ending December 31, 1997; and
4.To transact such other business as may properly come before the Meeting
and any adjournment thereof.
This is a combined Notice and Proxy Statement for the Funds managed by Mairs
and Power, Inc., a Minnesota corporation. The shareholders of Mairs and Power
Income Fund, Inc. will be asked to vote on proposals 1, 2 and 3 above. The
shareholders of Mairs and Power Growth Fund, Inc. will be asked to vote on
proposals 1 and 3 above.
The Boards of Directors of each Fund know of no business which will be
presented at the Meeting other than the matters referred to in the accompanying
Notice of Annual Meeting of Shareholders. However, if any other matters are
properly presented at the Meeting, it is intended that the persons named in the
Proxy will vote on such matters in accordance with their judgment. If the
enclosed Proxy is executed and returned, it nevertheless may be revoked at any
time before it has been voted by a later dated Proxy or a vote in person at the
Meeting. Shares represented by properly executed Proxies received on behalf of
each Fund will be voted at the Meeting (unless revoked prior to their vote) in
the manner specified therein. If no instructions are specified in a signed Proxy
returned to a Fund, the shares represented thereby will be voted (i) FOR the
election of the director nominees listed in the enclosed Proxy, (ii) FOR the
adoption of an amendment to the Articles of Incorporation of Mairs and Power
Income Fund, Inc., and (iii) FOR the ratification
1
<PAGE>
of the appointment of Ernst and Young LLP as independent auditors for each
Funds' 1997 fiscal year, as applicable.
This Proxy Statement, the accompanying Notice of Annual Meeting of
Shareholders and the accompanying Proxy are first being mailed to shareholders
on or about April 23, 1997.
The presence at the Meeting, in person or by Proxy, of at least a majority of
the total number of shares of each Funds' issued and outstanding common stock is
necessary to constitute a quorum for the transaction of business at the Meeting.
All votes will be tabulated by the inspector of election for the Meeting, who
will separately tabulate affirmative and negative votes, abstentions, and broker
non-votes. For purposes of determining the presence of a quorum, abstentions and
broker "non-votes" will be treated as shares that are present but which have not
been voted in favor of the particular matter. Broker "non-votes" are Proxies
received by a Fund from brokers or nominees and where such person has neither
received instructions from the beneficial owner or other persons entitled to
vote, nor has discretionary power to vote on a particular matter. Accordingly,
shareholders whose shares are held in street name are urged to forward their
voting instructions promptly.
On April 11, 1997 (the "Record Date"), each Fund had the number of outstanding
shares of common stock shown in the table below. Only holders of shares of
common stock of a Fund at the close of business on the Record Date are entitled
to receive notice of, and to vote at, the Meeting. Each such share of Common
Stock is entitled to one vote per share on each matter that comes before the
Meeting. Shareholders of Mairs and Power Growth Fund, Inc. are being asked to
approve proposals 1 and 3 and shareholders of Mairs and Power Income Fund, Inc.
are being asked to approve proposals 1, 2 and 3. Assuming the presence of a
quorum, the affirmative vote of a majority of the shares of a Fund represented
at the Meeting in person or by Proxy is required to approve the proposals for
that Fund.
<TABLE>
<CAPTION>
NUMBER OF SHARES
FUND OUTSTANDING ON RECORD DATE
- ---------------------------------------- ------------------------------
<S> <C>
Mairs and Power Growth Fund, Inc. 2,906,848
Mairs and Power Income Fund, Inc. 290,225
</TABLE>
I. PROPOSAL FOR ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTOR
The following table sets forth certain information regarding the nominees for
election as director of each Fund. All of the directors elected at the Meeting
will serve until the next Annual Meeting of the respective Fund's shareholders
and until their respective successors shall be elected and qualified.
2
<PAGE>
All nominees for director have agreed to serve if elected. However, if any
nominee should become unavailable for election, each Fund's Proxy confers
discretionary power to vote in favor of a substitute nominee or nominees.
<TABLE>
<CAPTION>
DIRECTOR SINCE:
----------------------------------------
MAIRS AND POWER MAIRS AND POWER
NOMINEE GROWTH FUND, INC. INCOME FUND, INC. AGE TITLE
- ------------------------------------- ------------------- ------------------- --- ---------
<S> <C> <C> <C> <C>
Litton E.S. Field 1972 1972 74 Director
William B. Frels(1) 1993 1993 57 Director
Donald E. Garretson 1983 1983 75 Director
George A. Mairs, III(1) 1974 1974 68 Director
Peter G. Robb(1) 1995 1995 48 Director
J. Thomas Simonet 1992 1992 70 Director
</TABLE>
- ---------------------
(1) Messrs. Frels, Mairs and Robb are "interested persons" of each Fund, within
the meaning of section 2(a)(19) ("interested persons") of the Investment
Company Act of 1940, as amended (the "Investment Company Act")) by virtue of
such person's employment by, or equity interest in, the Funds investment
adviser. See "The Adviser."
The following discussion describes the business experience and background of
the nominees, each of whom currently serves as a director of both Funds:
LITTON E.S. FIELD. Since 1971, Mr. Field has served as the Chairman of T.C.
Field & Co., an insurance agency.
WILLIAM B. FRELS. Since 1992, Mr. Frels has served as the Vice President and
Treasurer of Mairs and Power, Inc. Between 1990 and 1992, Mr. Frels was the Vice
President and Senior Investment Officer of American National Bank and Trust
Company, Saint Paul, Minnesota.
DONALD E. GARRETSON. Mr. Garretson is currently retired. Between 1972 and
1985, Mr. Garretson served as a Vice President of Minnesota Mining and
Manufacturing, Inc.
GEORGE A. MAIRS, III. Since 1981, Mr. Mairs has served as the President of
Mairs and Power, Inc.
PETER G. ROBB. Since 1994, Mr. Robb has served as the Vice President and
Secretary of Mairs and Power, Inc. Between 1986 and 1994, Mr. Robb served as a
Vice President and Portfolio Manager for First Trust National Association, Saint
Paul, Minnesota.
J. THOMAS SIMONET. Mr. Simonet is currently retired. Between 1981 and 1985,
Mr. Simonet served as the Chief Executive Officer of First Trust National
Association, Saint Paul, Minnesota.
PURSUANT TO THE INVESTMENT COMPANY ACT, A MAJORITY OF THOSE MEMBERS OF THE
BOARD OF DIRECTORS OF THE FUNDS WHO ARE NOT INTERESTED PERSONS OF EITHER FUND
HAVE REVIEWED THE PROPOSAL REGARDING THE NOMINEES FOR ELECTION AS DIRECTORS AND
RECOMMEND THAT THE PROPOSAL BE APPROVED.
COMMITTEES
Messrs. Field, Garretson and Simonet (none of whom are interested persons of
either Fund) are members of the Audit Committee of the Board of Directors of
each Fund. Each Audit Committee meets with each Funds' independent auditors at
least annually to review the results of the examination of the respective Fund's
financial statements and any other matters relating to such Fund.
During the fiscal year ended December 31, 1996, the Board of Directors of each
Fund held four meetings and two meetings of its respective Audit Committee. Each
director of each Fund attended all of the meetings of the Board of Directors of
that Fund, and all directors who serve on the Audit Committee were in attendance
at all Audit Committee meetings.
3
<PAGE>
DIRECTOR COMPENSATION
The following directors were paid directors' fees in the following amounts
during the year ended December 31, 1996. Neither Fund paid any compensation to
any interested director during the year ended December 31, 1996, and the amounts
set forth below represent the total payments made by each Fund to its directors
last year.
<TABLE>
<CAPTION>
MAIRS AND POWER MAIRS AND POWER
GROWTH FUND, INC. INCOME FUND, INC.
----------------- -----------------
<S> <C> <C>
Litton E.S. Field $ 7,425 $ 1,575
Donald E. Garretson 7,425 1,575
J. Thomas Simonet 7,425 1,575
</TABLE>
II. PROPOSAL TO ADOPT AN AMENDMENT
TO ARTICLES OF INCORPORATION OF
MAIRS AND POWER INCOME FUND, INC.
By resolution taken effective April 21, 1997, the Board of Directors of Mairs
and Power Income Fund, Inc. adopted a resolution to amend Article I of the
Fund's Articles of Incorporation to change the name of the Fund to Mairs and
Power Balanced Fund, Inc.
The Board of Directors believes that the new name more accurately describes
the Fund's investment objectives and policies and will result in a better
understanding of the Fund in the marketplace. The new name does not reflect any
change to the Fund's investment objectives and policies. The Fund's assets will
continue to be invested in various types of income-oriented securities,
including common stocks, preferred stocks, bonds and securities convertible into
common stock. While it is expected that at least 25% of the Fund's assets will
continue to be invested in non-convertible fixed income securities, the dominant
portfolio emphasis will remain on equity securities.
PURSUANT TO THE INVESTMENT COMPANY ACT, A MAJORITY OF THOSE MEMBERS OF THE
BOARD OF DIRECTORS OF THE MAIRS AND POWER INCOME FUND, INC. WHO ARE NOT
INTERESTED PERSONS OF SUCH FUND HAVE REVIEWED THE NAME CHANGE PROPOSAL AND
RECOMMEND THAT THE PROPOSAL BE APPROVED.
III. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of each Fund has appointed Ernst & Young LLP as the
independent auditors for each Fund for its fiscal year ending December 31, 1997.
Ernst & Young LLP, together with its predecessor firms, has acted as independent
auditor for each Fund since its inception. A representative of Ernst & Young LLP
is expected to be present at the Meeting and will be provided with an
opportunity to make a statement if he or she desires, and will be available to
answer appropriate questions.
PURSUANT TO THE INVESTMENT COMPANY ACT, A MAJORITY OF THOSE MEMBERS OF THE
BOARD OF DIRECTORS OF EACH FUND WHO ARE NOT INTERESTED PERSONS HAVE SELECTED
ERNST & YOUNG LLP TO CONTINUE AS THE INDEPENDENT AUDITOR FOR EACH FUND AND
RECOMMENDS A VOTE IN FAVOR OF SUCH SELECTION.
4
<PAGE>
SECURITY OWNERSHIP
The following tables sets forth certain information regarding the beneficial
ownership of the shares of common stock of each Fund as of March 31, 1997, by
(i) each person known to a Fund to be the beneficial owner of 5% or more of its
common stock, (ii) each director, nominee for director and officer of a Fund,
and (iii) by all directors and officers of a Fund as a group. All of the shares
of a Fund over which a person, directly or indirectly, had or shared voting or
investment power have been deemed beneficially owned, in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended. Except as indicated by
footnote, each person or entity identified has sole voting and investment power
with respect to all shares of common stock of a Fund shown as beneficially owned
by him or it. Unless otherwise noted, the address for the following entity and
persons is W-2062 First National Bank Building, 332 Minnesota Street, Saint
Paul, Minnesota 55101.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
MAIRS AND POWER PERCENTAGE MAIRS AND POWER PERCENTAGE
NAME GROWTH FUND, INC. OWNED INCOME FUND, INC. OWNED
- ---------------------- ------------------- ----------- ------------------- ---------------
<S> <C> <C> <C> <C>
Smyth Profit Sharing 0 *% 24,195 8.4%
and
Savings Plan
1085 Snelling Ave.
North
St. Paul, Minnesota
55108
Litton E. S. Field 27,634(1) 1.0 63(7) *
William B. Frels 2,092(1)(2) * 428(2) *
Donald E. Garretson 4,108(3) * 1,598 *
George A. Mairs, III 23,216(2)(4) * 577(2)(5) *
Peter G. Robb 902(2)(6) * 0(2) *
J. Thomas Simonet 2,449 * 2,294 *
All Directors and 66,819 2.4 9,638 3.3
Officers
as a group (7
persons)
</TABLE>
- ---------------------
* Indicates an amount less than 1%.
(1) Consists of 2,015 shares held by a profit sharing trust for the benefit of
Mr. Frels and 77 shares held by members of Mr. Frels' immediate family.
(2) Does not include 24,577 shares of Mairs and Power Growth Fund, Inc. and
3,091 shares of Mairs and Power Income Fund, Inc. held by a profit sharing
trust of which Messrs. Frels, Mairs and Robb are trustees with shared voting
power.
(3) Includes 90 shares held by Mr. Garretson's wife.
(4) Includes 16,627 shares held by a profit sharing trust for the benefit of Mr.
Mairs and 189 shares held by Mr. Mairs' wife.
(5) Includes 477 shares held by Mr. Mairs' wife.
(6) Includes 390 shares held by a profit sharing trust for the benefit of Mr.
Robb and 493 shares held by Mr. Robb's wife.
(7) Does not include 1,120 shares of T.C. Field & Co. Restated Profit Sharing
Plan of which Litton E. S. Field is a trustee with shared voting power with
two other trustees.
5
<PAGE>
THE ADVISER
Mairs and Power, Inc., a Minnesota corporation (the "Adviser"), provides
investment services to each Fund and other institutional and individual
accounts, and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended. The Adviser's address is W-2062 First National
Bank Building, 332 Minnesota Street, Saint Paul, Minnesota 55101. Officers and
Directors of the Adviser and their respective ownership positions in the
Adviser's common stock are: George A. Mairs, III, 44.4%, William B. Frels, 35.4%
and Peter G. Robb, 19.5%. The Adviser has been the investment adviser for each
Fund since the beginning of its operations. The Adviser performs this service
under the terms of an Investment Advisory Agreement (the "Agreement") which was
submitted to and approved by the shareholders of each Fund at their respective
annual meetings on March 20, 1972, and was approved by the Board of Directors of
each Fund, including a majority of the directors who were not parties to such
Agreement, or interested persons of any such party, at its meeting on the same
date. The Agreement must be approved annually by a majority of the Board of
Directors of each Fund, including a majority of those directors who are not
parties to the Agreement, or interested persons of any such party.
The Board of Directors of each Fund, including the three directors who are not
interested persons, voted unanimously at their December 18, 1996 meetings to
renew the Agreement for one year under its present terms.
Under the terms of the Agreement, the Adviser agrees to pay all executive
salaries, office rental, and other expenses considered incidental to providing
investment services to each Fund. In return for these services, each Fund agrees
to pay Mairs and Power, Inc. a fee of 1/20 of 1% of each Fund's net assets per
month (.6% annually) calculated and paid on the last valuation date for each
Fund's shares each month. The Agreement provides that the fee will be reduced to
the extent necessary to comply with state securities regulations to which each
Fund may be subject.
The Agreement may be terminated at any time with respect to a Fund, without
penalty, on 60 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
Adviser. The Agreement automatically terminates in the event of its assignment
(as defined in the Investment Company Act and the rules promulgated thereunder).
The Agreement may be amended at any time so long as: (i) such amendment is
approved by an affirmative vote of a majority of the outstanding voting
securities of each Fund, as defined in Section 2(a)(42) of the Investment
Company Act; and (ii) the terms of such amendment are approved by the vote of a
majority of those directors who are not interested persons of each Fund or the
Adviser, voting in person at a meeting called for the purpose of voting on such
approval.
6
<PAGE>
MANAGEMENT OF THE FUNDS
The following persons are officers of the Funds who have been elected to serve
until May 1997, and until their successors are elected and qualified.
<TABLE>
<CAPTION>
NAME AGE OFFICE
- -------------------------- --- ----------------------------------------------------
<S> <C> <C>
George A. Mairs, III 68 President, Mairs and Power Growth Fund
Secretary, Mairs and Power Income Fund
William B. Frels 57 President, Mairs and Power Income Fund
Secretary, Mairs and Power Growth Fund
Peter G. Robb 48 Vice President, Mairs and Power Income Fund
and Mairs and Power Growth Fund
Lisa J. Hartzell 52 Treasurer, Mairs and Power Income Fund and
Mairs and Power Growth Fund
</TABLE>
For information regarding the principal occupation during the past five years
of Messrs. Mairs, Frels and Robb, see "Nominees for Election as Director."
LISA J. HARTZELL. Ms. Hartzell has been Treasurer of both Funds, and the
manager of Mutual Fund Services since May 1996. Ms. Hartzell was the
Administrator to the Funds between February 1993 and May 1996. Ms. Hartzell was
a paralegal at the law firm of Oppenheimer, Wolf & Donnelly between October 1983
and February 1993.
Officers of the Funds receive no direct compensation from the Funds for their
services.
PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder who desires to submit a proposal for inclusion in either
Fund's 1998 Proxy Statement should submit the proposal in writing to the Board
of Directors of the respective Fund at W-2062 First National Bank Building, 332
Minnesota Street, Saint Paul, Minnesota 55101. The respective Fund must receive
such a proposal by December 24, 1997 in order to consider it for inclusion in
either Fund's 1998 Proxy Statement.
EXPENSES OF SOLICITATION
The cost of this solicitation of Proxies will be paid by each Fund. It is
anticipated that the Proxies will be solicited only by mail, except that
solicitation personally or by telephone may also be made by the Funds' regular
employees who will receive no additional compensation for their services in
connection with the solicitation.
7
<PAGE>
ANNUAL REPORT
A copy of the 1996 Annual Report to Shareholders of each Fund has previously
been sent to each shareholder of each Fund. Shareholders may receive additional
copies of the Annual Report for Mairs and Power Growth Fund, Inc., without
charge, by calling (800) 304-7404 or by writing to Mutual Fund Services, P.O.
Box 701, Milwaukee, Wisconsin 53201-0701. Shareholders may receive additional
copies of the Annual Report for Mairs and Power Income Fund, Inc., without
charge, by calling (612) 222-8478 or by writing to such Fund at W-2062 First
National Bank Building, 332 Minnesota Street, Saint Paul, Minnesota 55101. No
part of either Fund's 1996 Annual Report to Shareholders is incorporated herein
and no part thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
George A. Mairs III, President
Saint Paul, Minnesota
April 23, 1997
8
<PAGE>
MAIRS AND POWER INCOME FUND, INC. W-2062 First National Bank Bldg., 332
Minnesota Street, St. Paul, MN 55101
PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS MAY
19, 1997
The undersigned, having duly received the Notice of Annual Meeting and the
Proxy Statement dated April 23, 1997, hereby appoints Litton E.S. Field and
George A. Mairs, III or either of them the true and lawful attorneys, agents and
proxies of the undersigned (with the power of substitution and revocation) to
represent the undersigned and to vote, as designated below, all shares of Mairs
and Power Income Fund, Inc. held of record by the undersigned on April 11, 1997,
at the annual meeting of stockholders to be held on May 19, 1997 in the
Communications Center, Lower Level, First National Bank Building, 332 Minnesota
Street, St. Paul, Minnesota at 11:00 a.m., and at any adjournments thereof.
<TABLE>
<S> <C> <C> <C>
The Board of Directors recommends a vote FOR Please vote by filling in the boxes below.
1. PROPOSAL TO ELECT SIX DIRECTORS FOR A TERM OF ONE YEAR. FOR WITHHOLD
Nominees: Litton E. S. Field, William B. Frels, Donald E. Garretson, George A. all director nominees listed AUTHORITY
Mairs, III, at left, except any nominee
Peter G. Robb, J. Thomas Simonet. whose name is written in
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that by stockholders.
nominee's name in the space provided. / / / /
-----------------------------------------------------------------------------------
2. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION OF MAIRS AND POWER INCOME FUND, FOR AGAINST ABSTAIN
INC. TO CHANGE ITS NAME TO MAIRS AND POWER BALANCED FUND, INC. / / / / / /
3. PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. FOR AGAINST ABSTAIN
/ / / / / /
4. THIS PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PROXIES TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS KNOWS OF NO OTHER MATTERS THAT WILL BE
PRESENTED AT THE MEETING FOR A STOCKHOLDER VOTE.
</TABLE>
(Continued, and to be signed on other side)
<PAGE>
UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR
THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2 AND 3
IDENTIFIED ON THE REVERSE SIDE HEREOF.
Please sign exactly as name
appears on this card. When
shares are held by joint
tenants, both should sign.
Date: -----------------------,
1997
------------------------------
------------------------------
Signature(s)
(When signing as attorney,
administrator, trustee,
guardian or corporate officer,
please so indicate and give
your full title. If a
corporation or partnership,
please sign in full corporate
or partnership name by an
authorized person.)
Please mark, date, sign and
return this proxy in the
enclosed envelope.
