Exhibit 99.(h)(4)

                                  AMENDMENT TO
                     BLUE SKY COMPLIANCE SERVICING AGREEMENT

      This Amendment ("Amendment") is made as of the lst of July 2004 between
MAIRS AND POWER GROWTH FUND, INC. (the "Fund") and U.S. BANCORP FUND
SERVICES, LLC (formerly known as Firstar Mutual Fund Services, LLC and before
that, Firstar Trust Company) ("USBFS").

      The parties hereby amend the Blue Sky Compliance Servicing Agreement dated
as of May 1, 1997 (the "Agreement"), as set forth below. Unless otherwise
provided, capitalized terms used herein shall have the same meanings given to
such terms in the Agreement.

      1.    Effective January 1, 2002, the name Firstar Mutual Fund Services,
LLC (formerly Firstar Trust Company) was changed to U.S. Bancorp Fund Services,
LLC. Accordingly, all references to Firstar Mutual Fund Services, LLC or Firstar
Trust Company in this Agreement should be replaced with U.S. Bancorp Fund
Services, LLC.

      2.    Schedule A of the Agreement is amended and replaced with Schedule A
attached hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.

MAIRS AND POWER GROWTH FUND, INC.            U.S. BANCORP FUND SERVICES, LLC

By: William B. Frels                         By: Joe C. Neuberger
   -------------------------                     ---------------------------
                                                 Joe C. Neuberger

Title: President                             Title: Senior Vice President
      ----------------------                       -------------------------



                                   SCHEDULE A
                                     TO THE
                     BLUE SKY COMPLIANCE SERVICING AGREEMENT

                                  FEE SCHEDULE

ANNUAL FEE
      $250 per permit (new and/or renewal) per year

PLUS OUT-OF-POCKET EXPENSES INCLUDING, BUT NOT LIMITED TO:

      -     State regulatory filing fees
      -     Postage
      -     Programming
      -     Stationery
      -     Retention of Records
      -     Special Reports
      -     Auditing and Legal Expenses
      -     All other out-of-pocket expenses

Notwithstanding the above, all fees and out-of-pocket expenses connected with
the initial state registration and notifying the states listed below of any
sales within their states shall be paid for by USBFS until June 30, 2005 or
until the expiration of the initial registration if sooner. EXCEPTION: Any
expenses incurred for sales made above a state's minimum, will be paid for by
the Fund according to the above schedule.

                  STATES EXCLUDED FROM ABOVE FEE SCHEDULE (WITH
                      NOTED EXCEPTION) UNTIL JUNE 30, 2005
          OR UNTIL THE EXPIRATION OF THE INITIAL REGISTRATION IF SOONER

            - Arkansas                         - Nevada
            - Delaware                         - Oklahoma
            - Iowa                             - Puerto Rico
            - Louisiana                        - Rhode Island
            - Massachusetts                    - South Carolina
            - Montana                          - Tennessee
            - North Carolina                   - Utah
            - Nebraska                         - Wyoming
            - New Mexico

Effective: July 1, 2004