0001104659-07-033111 Sample Contracts

MAIRS AND POWER GROWTH FUND, INC. FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 30th, 2007 • Mairs & Power Growth Fund Inc • Wisconsin

THIS AGREEMENT is made and entered into this 26th day of April, 2006, by and between MAIRS AND POWER GROWTH FUND, INC., a Minnesota corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 30th, 2007 • Mairs & Power Growth Fund Inc • Minnesota

THIS AGREEMENT is made and entered into on this 1st day of December, 2006, and amends and restates the overall agreements dated January 5th, 2005, by and between Mairs and Power Growth Fund, Inc., a corporation organized under the laws of the State of Minnesota (the “Fund”), and Mairs and Power, Inc. (the “Administrator”).

MAIRS AND POWER FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Sub-Administration Servicing Agreement • April 30th, 2007 • Mairs & Power Growth Fund Inc • Wisconsin

THIS AGREEMENT is entered into this 5th day of October, 2006, by and between the MAIRS AND POWER GROWTH FUND, INC., and MAIRS AND POWER BALANCED FUND, INC. both Minnesota corporations (collectively the “Companies”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SUB-DISTRIBUTION AGREEMENT BY AND BETWEEN QUASAR DISTRIBUTORS, LLC AND MAIRS AND POWER GROWTH FUND, INC.
Sub-Distribution Agreement • April 30th, 2007 • Mairs & Power Growth Fund Inc • Wisconsin

THIS AGREEMENT (“Agreement”) is made as of this 30th day of August, 2006, by and between Mairs and Power Growth Fund, Inc., a Minnesota corporations (the “Fund”), on behalf of each of its series listed on Schedule A, attached hereto, which may be amended from time to time, and Quasar Distributors, LLC, a Delaware limited liability company (the “Sub-Distributor”).

AMENDMENT TO BLUE SKY REGISTRATION AGREEMENT
Blue Sky Registration Agreement • April 30th, 2007 • Mairs & Power Growth Fund Inc

This Amendment (“Amendment”) is made as of the June 6th, 2005 between MAIRS AND POWER GROWTH FUND, INC., MAIRS AND POWER BALANCED FUND, INC., (the “Fund”) and QUASAR DISTRIBUTORS, LLC (“Quasar”).

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