Exhibit item (h)(2)

                    BLUE SKY COMPLIANCE SERVICING AGREEMENT

This contract between Mairs and Power Growth Fund, Inc., a Minnesota
corporation, hereinafter referred to as the "Fund," and Firstar Trust Company, a
Wisconsin corporation, hereinafter called "FTC," is entered into on this 15th
day of April, 1996.

                                   Witnesseth:

Whereas, the Fund is an open-ended, diversified management company; and

Whereas, the Fund desires FTC to provide state registration compliance services
for its funds; and

Whereas, FTC is in the business of providing, among other things, state
registration services to investment companies;

Now, therefore, the parties do mutually promise and agree as follows:

I.    Duties and responsibilities of FTC

      A.    Prepare and file all initial state registrations and renewals,
            including all necessary post-effective amendments, sales reports,
            and other required state filings

            1.    All renewals subject to written approval signed by an
                  authorized official of the Fund

      B.    Monitor status in each state

      C.    Develop Blue Sky sales interface with all relevant discount
            brokerage and other financial institutions as directed by the Fund

      D.    Send periodic reports to the Fund reflecting status of each state
            permit

II.   Compensation

      The Fund agrees to pay FTC for performance of the duties listed in this
      Agreement and the fees and out-of-pocket expenses as set forth in the
      attached Schedule B.

      Notwithstanding the foregoing, if the Fund should terminate this Agreement
      prior to the first anniversary of this Agreement, the Fund agrees to
      reimburse FTC for the difference between the standard fee schedule and the
      discounted fee schedule agreed to between the parties.

      The Fund agrees to pay all fees and reimbursable expenses within ten (10)
      business days following the mailing of the billing notice.



III.  Performance of Service; Limitation of Liability

      FTC shall exercise reasonable care in the performance of its duties under
      the Agreement. The Fund agrees to reimburse and make FTC whole for any
      loss or damages (including reasonable fees and expenses of legal counsel)
      arising out of or in connection with its actions under this Agreement so
      long as FTC acts in good faith and is not negligent or guilty of any
      willful misconduct. The Fund accepts all responsibility, including, but
      not limited to, liability for any recision action for filing state
      securities registrations, or failing to file securities registrations, for
      all of its funds listed in Schedule A, prior to May 1, 1995.

      FTC shall not be liable or responsible for delays or errors occurring by
      reason of circumstances beyond its control, including acts of civil or
      military authority, natural or state emergencies, fire, mechanical
      breakdown, flood or catastrophe, act of God, insurrection, war, riots, or
      failure of transportation, communication, or power supply.

      In the event of a mechanical breakdown beyond its control, FTC shall take
      all reasonable steps to minimize service interruptions for any period that
      such interruption continues beyond FTC's control. FTC will make every
      reasonable effort to restore any lost or damaged data and correct any
      errors resulting from such a breakdown at the expense of FTC. FTC agrees
      that it shall, at all times, have reasonable contingency plans with
      appropriate parties, making reasonable provisions for emergency use of
      electrical data processing equipment to the extent appropriate equipment
      is available. Representatives of the Fund shall be entitled to inspect
      FTC's premises and operating capabilities at any time during regular
      business hours of FTC, upon reasonable notice to FTC.

      This indemnification includes any act, omission to act, or delay by FTC in
      reliance upon, or in accordance with, any written or oral instruction it
      receives from any duly authorized officer of the Fund.

      In order that the indemnification provisions contained in this section
      shall apply, it is understood that if in any case the Fund may be asked to
      indemnify or hold FTC harmless, the Fund shall be fully and promptly
      advised of all pertinent facts concerning the situation in question, and
      it is further understood that FTC will use all reasonable care to notify
      the Fund promptly concerning any situation which presents or appears
      likely to present the probability of such a claim for indemnification
      against the Fund. The Fund shall have the option to defend FTC against any
      claim which may be the subject of this indemnification. In the event that
      the Fund so elects, it will so notify FTC and thereupon the Fund shall
      take over complete defense of the claim, and FTC shall in such situation
      initiate no further legal or other expenses for which it shall seek
      indemnification under this section. FTC shall in no case confess any claim
      or make any compromise in any case in which the Fund will be asked to
      indemnify FTC except with the Fund's prior written consent.



      FTC shall indemnify and hold the Fund harmless from and against any and
      all claims, demands, losses, expenses, and liabilities (whether with or
      without basis in fact or law) of any and every nature (including
      reasonable attorneys' fees) which may be asserted against the Fund by any
      person arising out of any action taken or omitted to be taken by FTC as a
      result of FTC's refusal or failure to comply with the terms of this
      Agreement, its bad faith, negligence, or willful misconduct.

      Regardless of the above, FTC reserves the right to reprocess and correct
      administrative errors at its own expense.

IV.   Confidentiality

      FTC shall handle, in confidence, all information relating to The Fund's
      business which is received by FTC during the course of rendering any
      service hereunder.

V.    Data Necessary to Perform Service

      The Fund or its agent, which may be FTC, shall furnish to FTC the data
      necessary to perform the services described herein at times and in such
      form as mutually agreed upon.

VI.   Terms of Agreement

      This Agreement may be terminated upon sixty (60) days' written notice
      given by one party to the other.

VII.  Duties in the Event of Termination

      In the event that, in connection with termination, a successor to any of
      FTC's duties or responsibilities hereunder is designated by the Fund by
      written notice to FTC, FTC will promptly, upon such termination and at the
      expense of the Fund, transfer to such successor all relevant books,
      records, correspondence, and other data established or maintained by FTC
      under this Agreement in a form reasonably acceptable to the Fund (if such
      form differs from the form in which FTC has maintained, the Fund shall pay
      any expenses associated with transferring the data to such form), and will
      cooperate in the transfer of such duties and responsibilities, including
      provision for assistance from FTC's personnel in the establishment of
      books, records, and other data by such successor.

VIII. Choice of Law

      This Agreement shall be construed in accordance with the laws of the State
      of Wisconsin.



Mairs and Power Growth Fund, Inc.                          FIRSTAR TRUST COMPANY

By:       /s/ George A. Mairs                    By:    /s/ James C. Tyler
   ---------------------------------                ----------------------------

Attest:   /s/ Lisa J. Hartzell                   Attest:   /s/ Andrea McVoy
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