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, 1996
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:
241,920 shares $8,609,169
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
241,920 shares $8,609,169
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) 121,732 shares $4,382,349
12. Calculation of registration fee:
(i) Aggregate sale price of securites sold during the fiscal
year in reliance on rule 24f-2 (from item 10)
$8,609,169
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if applicable
+4,382,349
(iii) Aggregate price of shares redeemed or repurchase during
the fiscal year (if applicable): -8,088,309
(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)
4,903,209
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
(c.6): 1/3300
(vii) Fee due (line (i) or line (v) multiplied by line (vi)
$1485.82
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 2/21/97
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 21 , 1997
*Please print the name and title of signing officer below the
signature.
Mintz, Levin, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Telephone 617/542-6000
Direct Dial Number 617/348-1669
February 21, 1997
Northeast Investors Growth Fund
50 Congress Street
Boston, MA 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
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 fun 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 8,609,169 Shares which were sold by the Fund and the 4,382,349
shares issued to shareholders in reinvestment of distributions in the fiscal
year ended December 31, 1996 were legally and validly issued, fully paid and
nonassessable.
Very truly yours,
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
