0001104659-06-028788 Sample Contracts

AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • April 28th, 2006 • Mairs & Power Growth Fund Inc

THIS AMENDMENT, dated as of July 24,2003, amends the Transfer Agent Agreement dated Apri1 15th, 1996 by and between U.S. Bancorp Fund Services, LLC (the “Transfer Agent”) and Mairs and Power Growth Fund, lnc.(the “Funds”) (the “Agreement”).

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MAIRS AND POWER GROWTH FUND, INC. AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 28th, 2006 • Mairs & Power Growth Fund Inc

THIS AMENDMENT dated as of January I, 2002 to the Transfer Agent Servicing Agreement dated as of April 15th, 1996, by and between Mairs and Power Growth Fund, Inc., a Minnesota corporation, and Firstar Mutual Fund Services, LLC, a Wisconsin limited liability company shall be as follows:

MAIRS AND POWER GROWTH FUND, INC. AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Mairs and Power • April 28th, 2006 • Mairs & Power Growth Fund Inc

THIS AMENDMENT dated as of January 1, 2002 to the Fund Accounting Servicing Agreement dated as of April 15, 1996, by and between Mairs and Power Growth Fund, Inc., a Minnesota corporation and Firstar Mutual Fund Services, LLC, a Wisconsin limited liability company shall be as follows:

AMENDED AND RESTATED AGREEMENT FOR INVESTMENT COUNSEL SERVICE
Agreement for Investment Counsel Service • April 28th, 2006 • Mairs & Power Growth Fund Inc

THIS AGREEMENT between MAIRS AND POWER, INC., a Minnesota Corporation, (the “Adviser”), and MAIRS AND POWER GROWTH FUND, INC., a Minnesota Corporation, (the “Fund”) is hereby amended and restated effective July 1, 2005, and replaces the original agreement dated March 21, 1972, as amended May 17, 1982 and July 13, 2004.

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