0001104659-10-010109 Sample Contracts

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT (December 15, 2009)
Fund Administration Servicing Agreement • February 26th, 2010 • Mairs & Power Growth Fund Inc • Minnesota

THIS Amended and Restated Fund Administration Servicing Agreement is made and entered into as of December 15, 2009, effective as of January 1, 2010, and amends and restates that Fund Administration Servicing Agreement dated June 30, 2008, 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”).

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AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • February 26th, 2010 • Mairs & Power Growth Fund Inc

THIS AMENDMENT dated as of November 23, 2009, to the Fund Sub-Administration Servicing Agreement, dated as of October 5, 2006, as previously amended (the “Agreement”), is entered into by and between 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”).

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