Exhibit (p)(1)

                              MAIRS AND POWER, INC.

                                 CODE OF ETHICS

In accordance with Rule 17j-1 under the Investment Company Act of 1940 (the
"Act"), Mairs and Power, Inc. has adopted the following code of ethics.

     1.     All access persons, namely officers and advisory persons of Mairs
            and Power, Inc. or either of the Funds which it advises (the
            "Funds"), should be familiar with Rule 17j-1 under the Act and be
            governed by the spirit it represents.

     2.     No access person, in connection with the purchase or sale, directly
            or indirectly, by such person of a security held or to be acquired
            by the Fund shall

            (a)     employ any device, scheme or artifice to defraud the Fund;

            (b)     make to the Fund any untrue statement of a material fact or
                    omit to state a material fact necessary in order to make the
                    statements made, in light of the circumstances under which
                    they are made, not misleading;

            (c)     engage in any act, practice, or course of business which
                    operates or would operate as a fraud or deceit upon the
                    Fund; or

            (d)     engage in any manipulative practice with respect to the
                    Fund.

     3.     Access persons shall be required to submit an initial list of
            covered security holdings and the related accounts holding
            these securities within 10 days of becoming an access person.
            The list shall include all covered securities where the access
            person had any direct or indirect beneficial ownership
            interest and the date the list was submitted. Subsequent
            covered security lists shall be submitted no less frequently
            than annually thereafter.

      4.    No access person, or a person acting on his or her behalf, shall
            act in such a way as to benefit materially from the knowledge
            that the Fund has taken or is considering taking an investment
            position in a security, where such an action by the Fund is
            likely to influence the market price of that security. In such
            cases, all access persons are prohibited from executing personal
            transactions on a day during which the Fund has a pending "buy"
            or "sell" order in that same security until that order is
            executed or withdrawn. In addition, each Fund portfolio manager
            is prohibited from



            buying or selling a security within at least seven calendar days
            before and after the Fund that he or she manages trades in that
            security. All trades by access persons in securities either held
            by the Fund or being considered for purchase by the Fund require
            preclearance authorization before execution. Such trades shall be
            executed only during the last half hour of trading so as not to
            inhibit Fund transactions. Preclearance is also specifically
            required for the purchase of any IPO's and/or private placements.

     5.     Access persons (other than directors who are not "interested
            persons" within the meaning of section 2(a)(19) of the Act) are
            required to report all transactions within 10 days of the end of
            each calendar quarter. A director who is not an "interested
            person" will not be required to report transactions, except where
            such director knew or, in the ordinary course of fulfilling his
            or her official duties as a director of the Fund, should have
            known that during the 15-day period immediately preceding or
            after the date of the transaction in a security by the director
            such security is or was purchased or sold by the Fund or such
            purchase or sale by the Fund is or was considered by the Fund or
            its investment advisor. The quarterly report shall include the
            date, description or security, amount, number of shares, type of
            transaction (buy or sell), price and broker used. A signed
            statement by each access person will be required on a quarterly
            basis even if no personal trades were executed during the
            previous three-month period. A copy of each report shall be kept
            for a period of at least five years following the end of the
            fiscal year in which it is made, the first two years in an easily
            accessible place.

     6.     It shall be the responsibility of the Compliance Officer
            designated by the Board to report quarterly to the Board of
            Directors any violations of this code. The Compliance Officer
            shall provide the Board at least annually with a written report
            attesting to a full review of compliance activities and detailing
            any violations that have taken place since the last report.
            Violations shall be recorded, with an appropriate course of
            action, and kept for at least five years following the end of the
            fiscal year in which the violations occurs.

     7.     The Fund shall identify each access person, supply each access
            person with a copy of this code, and shall inform such persons of
            their duty to report covered security holdings and transactions.

     8.     A copy of this code of ethics shall be kept in an easily accessible
            place.


                           Code of Ethics revised 2/1/00
                           Code of Ethics approved by Board of Directors 4/14/00
                           Access Persons page revised  6/11/01