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:
Northstar Growth Fund
300 First Stamford Place
Stamford, Connecticut 06902
2. NAME OF EACH SERIES OR CLASS OF SECURITIES FOR WHICH THIS FORM IS FILED
(IF THE FORM IS BEING FILED FOR ALL SERIES AND CLASSES OF SECURITIES OF
THE ISSUER, CHECK THE BOX BUT DO NOT LIST SERIES OR CLASSES): [X]
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-4431
SECURITIES ACT FILE NUMBER: 33-849
4(a). LAST DAY OF FISCAL YEAR FOR WHICH THIS FORM IS FILED:
December 31, 1998
4(b). [ ] CHECK BOX IF THIS FORM IS BEING FILED LATE (I.E. MORE THAN 90 CALENDAR
DAYS AFTER THE END OF THE ISSUER'S FISCAL YEAR). (SEE INSTRUCTION
A.2.)
NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE
REGISTRATION FEE DUE.
4(c). [ ] check box if the last time the issuer will be filing this form.
5. CALCULATION OF REGISTRATION FEE:
(I) AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR PURSUANT TO SECTION 24(F): $33,365,928
(II) AGGREGATE PRICE OF SECURITIES REDEEMED OR REPURCHASED
DURING THE FISCAL YEAR: $95,119,227
(III) AGGREGATE PRICE OF SECURITIES REDEEMED OR REPURCHASED
DURING ANY PRIOR FISCAL YEAR ENDING NO EARLIER THAN
OCTOBER 11,1995 THAT WERE NOT PREVIOUSLY USED TO
REDUCE REGISTRATION FEES PAYABLE TO THE COMMISSION: $0
(IV) TOTAL AVAILABLE REDEMPTION CREDITS [ADD ITEMS 5(II)
AND 5(III)]: $95,119,227
(V) NET SALES - IF ITEM 5(I) IS GREATER THAN ITEM 5(IV),
[SUBTRACT ITEM 5(IV) FROM ITEM 5(I)]: N/A
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(VI) REDEMPTION CREDITS AVAILABLE FOR USE IN FUTURE YEARS
- IF ITEM 5(I) IS LESS THAN ITEM 5(IV) [SUBTRACT ITEM
5(IV) FROM ITEM 5(I)]: $61,753,299
(VII) MULTIPLIER FOR DETERMINING REGISTRATION FEE (SEE
INSTRUCTION C.9): X .000278
(VIII)REGISTRATION FEE DUE [MULTIPLY ITEM 5(V) BY ITEM
5(VII)] (ENTER "0" IF NO FEE IS DUE): $0.00
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6. PREPAID SHARES
IF THE RESPONSE TO ITEM 5(I) WAS DETERMINED BY DEDUCTING AN
AMOUNT OF SECURITIES THAT WERE REGISTERED UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24E-2 AS IN EFFECT
BEFORE [EFFECTIVE DATE OF RESCISSION OF RULE 24E-2], THEN
REPORT THE AMOUNT OF SECURITIES (NUMBER OF SHARES OR OTHER
UNITS) DEDUCTED HERE: 0 . IF THERE IS A NUMBER OF SHARES OR
OTHER UNITS THAT WERE REGISTERED PURSUANT TO 24E-2
REMAINING UNSOLD AT THE END OF THE FISCAL YEAR FOR WHICH
THIS FORM IS FILED THAT ARE --- AVAILABLE FOR USE BY THE
ISSUER IN FUTURE FISCAL YEARS, THEN STATE THAT NUMBER HERE: 0
7. INTEREST DUE - IF THIS FORM IS BEING FILED MORE THAN 90
DAYS AFTER THE END OF THE ISSUER'S FISCAL YEAR (SEE
INSTRUCTION D): $0
8. TOTAL OF THE AMOUNT OF THE REGISTRATION FEE DUE PLUS ANY
INTEREST DUE [LINE 5(VIII) PLUS LINE 7]: $0.00
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9. DATE THE REGISTRATION FEE AND ANY INTEREST PAYMENT WAS SENT
TO THE COMMISSION'S LOCKBOX DEPOSITORY: N/A
METHOD OF DELIVERY:
[ ] WIRE TRANSFER
[ ] MAIL OR OTHER MEANS
SIGNATURES
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ISSUER AND IN THE CAPACITY AND ON THE DATE INDICATED.
By: /S/ Stephanie L. Beckner*
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Signature
Stephanie L. Beckner, Secretary
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Name and Title
Date: March 19, 1999
*PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
