U.S. Securities and Exchange Commission
Washington, DC 20549
Form 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Northeast Investors Growth Fund
50 Congress Street
Boston, MA 02109
2. Name of each series or class of funds for which this notice is filed:
Northeast Investors Growth Fund
Shares of Beneficial Interest
3. Investment Company Act File Number: 811-3074
Securities Act File Number: 2-68483
4. Last Day of Fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal year:
221,312 shares $6,723,415
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
221,312 shares $6,723,415
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): 63,000 shares $2,021,120
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 6,723,415
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+ 2,021,120
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 6,107,878
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 2,636,657
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
(C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$ 909.19
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 02/26/96
SIGNATURES This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /S/Robert B. Minturn, Jr.
Robert B. Minturn, Jr., Trustee
Date February 26, 1996
*Please print the name and title of signing officer below the signature.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
1825 Eye Street, N.W. Telephone: 617/542-6000
Washington, D.C. 20006 Telex: 94-0198
Telephone: 202/293-0500 Fax: 617/542-2241
Fax: 202/293-4227
Direct Dial Number
617/348-1669
February 15, 1996
Northeast Investors Growth Fund
50 Congress Street, Room 1000
Boston, Massachusetts 02109
Dear Sirs:
We are furnishing this opinion and consent to the use of our name with a view
to your filing the same or duplicates thereof with the Securities and
Exchange Commission, Washington, D.C., in connection with the filing of a
Rule 24f-2 Notice by you with said Commission with which this opinion or
duplicates thereof are to be filed. Said Rule 24f-2 Notice is being filed
pursuant to the election made by Northeast Investors Growth Fund to register
an indefinite number of shares of beneficial interest ("Shares") in Northeast
Investors Growth Fund.
We act as your general legal counsel and have examined all such records,
papers and documents as we believe necessary in order to enable us to render
the opinion set forth below.
On the basis of the foregoing we are of the opinion that:
1. Northeast Investors Growth Fund (the "Fund") was duly organized and is
a lawfully existing business trust under the laws of the Commonwealth of
Massachusetts.
2. The Fund has authorized capital stock consisting of an unlimited number
of shares of beneficial interest without par value.
3. The 6,723,415 Shares which were sold by the Fund and the 2,021,120 shares
issued to shareholders in reinvestment of distributions in the fiscal year
ended December 31, 1995 were legally and validly issued, fully paid and
nonassessable.
Very truly yours,
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Northeast Investors Trust
February 15, 1996
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