0001104659-11-024080 Sample Contracts

NSCC SERVICES AGREEMENT BY AND AMONG QUASAR DISTRIBUTORS, LLC AND MAIRS AND POWER GROWTH FUND, INC. AND MAIRS AND POWER BALANCED FUND, INC.
NSCC Services Agreement • April 29th, 2011 • Mairs & Power Balanced Fund Inc • Wisconsin

THIS AGREEMENT (“Agreement”) is made as of this 31 day of March 2010, by and among Mairs and Power Growth Fund, Inc. and Mairs and Power Balanced Fund, Inc. (each a “Fund”, collectively the “Funds”), both Minnesota corporations, on behalf of each of its funds listed on Schedule A, attached hereto, which may be amended from time to time, and Quasar Distributors, LLC, a Delaware limited liability company (the “Servicing Agent”).

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AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • April 29th, 2011 • Mairs & Power Balanced Fund Inc

THIS AMENDMENT dated as of December 30, 2010, 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”).

MAIRS AND POWER BALANCED FUND, INC. SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2011 • Mairs & Power Balanced Fund Inc

THIS SECOND AMENDMENT dated as of this 8th day of December, 2010, to the Transfer Agent Servicing Agreement, dated as of October 3, 2008, as amended July 12, 2010 (the “Agreement”) is entered into by and between MAIRS AND POWER BALANCED FUND, INC., a Minnesota corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE BLUE SKY REGISTRATION AGREEMENT
Blue Sky Registration Agreement • April 29th, 2011 • Mairs & Power Balanced Fund Inc

THIS AMENDMENT, made as of March 31, 2010, is entered into by and among MAIRS AND POWER GROWTH FUND, INC., MAIRS AND POWER BALANCED FUND, INC., (each a “Fund”, collectively the “Funds”), and QUASAR DISTRIBUTORS, LLC, (“Quasar).

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