EX-99.77C VOTES 3 report.htm REPORT OF THE FUND'S SPECIAL SHAREHOLDER MEETING report.htm
 
NSAR ATTACHMENT ITEM 77c
Matters Submitted to a Vote of Security Holders

REPORT OF THE FUND’S SPECIAL SHAREHOLDER MEETING

A Special Meeting of Shareholders of the Mairs and Power Growth Fund, Inc. took place on December 16, 2011, to approve the reorganization of the Fund into a newly formed series of the Mairs and Power Funds Trust, to approve revisions to the Fund’s fundamental and nonfundamental investment restrictions and to approve the election of the Board of Directors of the Trust. All Fund shareholders of record at the close of business on October 20, 2011 were entitled to vote. As of the record date, the Fund had 27,741,416 shares outstanding.

Proposal
In Favor
%
Against
%
Abstain
%
To approve the proposed Agreement and Plan of Reorganization
14,409,656
95
545,287
4
198,599
1
To revise the policy regarding issuer diversification
14,245,661
94
700,802
5
207,077
1
To eliminate the policy regarding purchases of securities of other
investment companies
14,180,572
94
775,192
5
197,776
1
To revise the policy regarding industry concentration
14,201,755
94
727,778
5
224,007
1
To revise the policy regarding investments in real estate
14,177,424
94
768,144
5
207,973
1
To eliminate the policy regarding the use of put and call options
14,035,100
92
882,961
6
235,480
2
To revise the policy regarding the making of loans by the Funds
13,955,317
92
967,069
6
231,154
2
To eliminate the policy regarding the purchase of securities on
margin or short sales
14,058,261
92
867,260
6
228,018
2
To revise the policy regarding borrowing by the Funds
14,051,818
93
880,253
6
221,469
1
To eliminate the policy regarding pledges by the Funds
14,019,446
92
887,273
6
246,822
2
To eliminate the policy regarding Fund participation in joint trading
accounts
14,140,467
93
748,639
5
264,436
2
To eliminate the policy regarding investing for the purpose of
control
14,172,205
93
738,271
5
243,066
2
To revise the policies regarding acting as an underwriter
14,176,013
93
722,961
5
254,567
2
To eliminate the policy regarding the purchase of securities also
owned by certain related persons
13,998,607
93
937,973
6
216,960
1
To revise the policy regarding investments in commodities
14,082,316
92
843,092
6
228,133
2
To elect Norbert J. Conzemius (Independent Director)
17,939,467
97
403,367
2
164,683
1
To elect Mary Schmid Daugherty (Independent Director)
17,918,500
97
435,716
2
153,301
1
To elect Bert J. McKasy (Independent Director)
17,887,680
97
455,693
2
164,143
1
To elect Charles Osborne (Independent Director)
17,962,216
97
378,469
2
166,831
1
To elect William B. Frels (Interest Director)
17,963,163
97
381,523
2
162,831
1