UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03074
Northeast Investors Growth Fund
(Exact name of registrant as specified in charter)
150 Federal Street
Boston, MA 02110
(Address of principal executive offices) (Zip code)
David Randall
150 Federal Street
Boston, MA 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-523-3588
Date of fiscal year end: December 31, 2005
Date of reporting period: December 31, 2005
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of
the information collection burden estimate and any suggestions for reducing
the burden to Secretary, Securities and Exchange Commission, 450 Fifth
Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. 3507.
Item 1. Reports to Stockholders.
NORTHEAST
INVESTORS
GROWTH FUND
A NO-LOAD FUND
Annual Report
For the Year Ended
December 31, 2005
Table of Contents
Letter to Shareholders ********************* 2
Fund Performance**************************** 4
Schedule of Investments ******************** 8
Financial Statements ********************** 11
Notes to the Financial Statements********** 15
Report of Ernst & Young, LLP Independent
Registered Public Accounting Firm ********* 19
Trustees & Officers *********************** 20
Dear Fellow Shareholders:
Northeast Investors Growth Fund performed well during the final half of 2005.
As you may recall at the end of June 2005, the Fund was flat-returning 0.00%.
Ground was regained at the end of the year with the Fund returning +11.38%
versus the S&P 500 Index +4.91% for the year. This achievement ranks your Fund's
performance among the top 15%* of its large cap growth peers for the calendar
year.
There were a number of events that weighed heavily on the market during this
period such as high energy prices, rising interest rates, and continued
geo-political concerns. Still, other factors such as gains in corporate
profitability, a strong housing market, reasonable valuations, and general
economic expansion helped propel the market forward.
The Fund's performance in the later half of 2005 continued to benefit from its
overweighted position in the Energy sector. Hurricanes Katrina and Rita battered
the Gulf Coast during the fall and rattled the markets. The Fund's position in
stalwarts, BP Plc., Chevron Corp., and Exxon Mobil Corp. as well as newcomers
Apache Corp., EnCana Corp., Schlumberger Ltd., and Suncor Energy, Inc., provided
favorable capital appreciation. EnCana Corp. was the top performer in this
group.
Though the Information Technology Sector of the S&P 500 returned less than 1% in
2005, individual stock selection within this sector significantly helped the
Fund. Corning, Inc., and Apple Computer, Inc., both among the largest holdings
of the Fund, as well as Akamai Technologies, Inc., a new addition to the Fund in
2005, each turned in strong performances and figured prominently in this
sector's overall appreciation. These companies are well positioned to benefit
from the increasing use of the Internet and strong sales in the consumer
technology area.
The Consumer Discretionary segment was a poorly performing area of the S&P 500
in 2005. Though we maintained an underweighted position in this sector
throughout 2005, there were securities within this sector that held back fund
performance. eBay, Inc., as mentioned in our last letter, recovered slightly
from the end of June yet still ended the year down which detracted from
performance. XM Satellite Radio Holdings, Inc. also disappointed in this area as
the stock underperformed our expectations during 2005.
The Fund's holdings changed significantly during 2005. This repositioning within
industries and individual securities contributed to a significant increase in
the "turnover rate" during 2005. In the process of repositioning the Fund, a
significant capital loss carryforward was used to offset gains in larger
positions that had appreciated over time. It is possible that the loss
carryforward will be eliminated in 2006.
We have continued to refrain from using leverage as an active investment
strategy in the Fund. The dual effort of avoiding leverage and continued
progress in moderating costs has helped to lower the Fund's expense ratio and
increase your net performance return.
Looking forward to 2006, we will continue to concentrate our efforts on making
timely investments and reducing the costs associated with operating the Fund.
In many ways we believe that Northeast Investors Growth Fund is at an
interesting juncture. We are small and nimble, and our record compares favorably
with other much larger mutual funds. We would like to see the net assets expand
as we move through 2006.
We welcome and encourage you to contact us with any questions, concerns or
comments. Please call us directly or visit our website at
www.northeastinvestors.com where you can view the Fund's closing price,
portfolio composition, and historical performance. If you follow your
investments online, the ticker symbol for the Fund is NTHFX. Our lines of
communication are always open to our most important partners, our fellow
shareholders. We continue to appreciate your support.
Yours sincerely,
William A. Oates, Jr.
President
February 22, 2006
* Source: Morningstar, Inc.
Average Annual Total Return
One year ended December 31, 2005 ********************************* 11.38%
Five years ended December 31, 2005 ******************************* -0.11%
Ten years ended December 31, 2005 ******************************** 9.56%
Performance Graph
(Ten Years)
The following graph compares the cumulative total shareholder return on
Northeast Investors Growth Fund shares over the ten preceding years to the
cumulative total share return on the Standard & Poor's 500 Index. Assuming an
investment of $10,000 in both at their closing prices on December 31, 1995 and
reinvestment of dividends and capital gains. The graph does not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares. Keep in mind that past performance does not guarantee
future returns, and an investment in the Fund is not guaranteed. For
management's discussion of the Growth Fund's 2005 performance, including
strategies and market conditions which influenced such performance, see the
President's letter to shareholders.
Table Omitted
<table>
<s> <c> <c> <c> <c>
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
Northeast
Investors $12,460 $17,105 $22,808 $29,452 $25,046 $20,751 $16,046 $20,602 $22,365 $24,911
Growth
Fund
Standard
& Poor's $12,268 $16,329 $20,956 $25,365 $23,057 $20,318 $15,828 $20,367 $22,583 $23,692
500 Index
</table>
Returns and Per Share Data
<table>
<s> <c> <c> <c> <c> <c>
Year Ended December 31,
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
Net Asset Value 12.15 15.84 20.47 26.08 20.23 15.43 11.91 15.26 16.52 18.40
Income Dividend 0.05 0.06 0.05 0.02 0.00 0.00 0.02 0.03 0.05 0.00
Capital Gains Dist. 0.98 0.77 0.55 0.31 2.05 1.44 0.00 0.00 0.00 0.00
NEIG Return(%) 24.60 37.28 33.34 29.13 -14.96 -17.15 -22.67 28.39 8.56 11.38
S&P 500 Return(%) 22.68 33.10 28.34 21.04 -9.10 -11.88 -22.10 28.68 10.88 4.91
Table Omitted
</table>
About Your Fund's Expenses
<table>
<s> <c> <c> <c> <c>
Beginning Account Value Ending Account Value Expenses Paid During Period
6/30/2005 12/31/2005 6/30/2005 - 12/31/2005
Actual Return
11.38% $1,000.00 $1,113.80 $6.00
Hypothetical
(5% return before expenses) $1,000.00 $1,019.60 $5.66
</table>
Example:
As a shareholder of the Fund, you incur ongoing costs, including management
fees, and other fund expenses. This example is intended to help you understand
these expenses of investing in the fund and to compare these costs with the
ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period, 6/30/2005 - 12/31/2005.
Actual Expenses:
The first line of the table above provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on you account during this period.
Hypothetical Example for Comparison Purposes:
The second line of the table above provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed rate of return of 5% per year before expenses, which is
not the Fund's actual return. The hypothetical account values and expenses may
not be used to estimate the actual ending account balance or expenses you paid
for the period. You may use this information to compare the ongoing costs of
investing in the Fund and other funds. To do so, compare this 5% hypothetical
example with the 5% hypothetical examples that appear in the shareholder reports
of other funds.
Ten Largest Investment Holdings
December 31, 2005
Ten Largest Investment Holdings
Market Percent of
Value Net Assets
Corning, Inc. ***************************** $5,829,190 4.34%
Apple Computer, Inc. ********************** 4,579,393 3.41%
General Electric Co. ********************** 4,223,525 3.14%
Zions Bancorporation ********************** 4,133,132 3.07%
Eaton Vance Corp. ************************* 3,923,424 2.92%
Goldman Sachs Group *********************** 3,907,926 2.91%
Whole Foods Market, Inc. ****************** 3,869,500 2.88%
Genentech, Inc. *************************** 3,644,500 2.71%
Procter & Gamble Co. ********************** 3,403,344 2.53%
BP, Plc *********************************** 3,288,064 2.45%
Summary of Industry Weightings
December 31, 2005
<table>
<s> <c> <c> <c> <c> <c> <c>
Percent of Net Assets
Market Northeast Investors S&P 500
Major Sectors Value Growth Fund Index
Consumer Discretionary ************* $11,808,810 8.79% 11.90%
Consumer Staples ******************* $15,326,532 11.40% 10.60%
Energy****************************** $18,126,193 13.49% 9.00%
Financials ************************* $27,373,580 20.37% 20.00%
Health Care ************************ $24,587,866 18.29% 13.00%
Industrials************************* $10,753,972 8.00% 11.00%
Information Technology ************* $26,416,887 19.65% 15.40%
Materials*************************** $ - 0.00% 2.90%
Telecommunication Services ********* $ - 0.00% 2.90%
Utilities ************************** $ - 0.00% 3.30%
Cash and other equivalents ********* $ 18,496 0.01% 0.00%
100.00% 100.00%
</table>
Schedule of Investments December 31, 2005
Number Market Percent
Common Stock Sector of Value of Net
Name of Issuer Shares (Note B) Assets
Consumer Discretionary
Best Buy Co., Inc.* 35,950 $ 1,563,106
DSW, Inc.-Class A^ 52,360 1,372,879
eBay, Inc.^ 48,900 2,113,458
Getty Images, Inc.^ 20,100 1,794,327
Lowe's Cos., Inc. 26,600 1,773,156
Starbucks Corp.^ 62,000 1,860,620
XM Satellite Radio Holdings, Class A^ 48,800 1,331,264
----------
11,808,810 8.79%
Consumer Staples
Costco Wholesale Corp. 30,600 1,513,782
CVS Corp. 86,330 2,280,838
PepsiCo, Inc. 45,100 2,664,508
Procter & Gamble Co. 58,800 3,403,344
United Natural Foods, Inc.^ 60,400 1,594,560
Whole Foods Market, Inc.* 50,000 3,869,500
----------
15,326,532 11.40%
Energy
Apache Corp. 30,900 2,117,268
BP, Plc 51,200 3,288,064
Chevron Corp. 34,100 1,935,857
EnCana Corp. 69,300 3,129,588
Exxon Mobil Corp.* 52,982 2,975,999
Halliburton Co. 21,440 1,328,422
Suncor Energy, Inc. 15,532 980,535
Schlumberger Ltd. 24,400 2,370,460
----------
18,126,193 13.49%
Financials
American Express Co. 45,500 2,341,430
Bank of America Corp.* 69,370 3,201,426
Capital One Financial Corp. 8,000 691,200
Citigroup, Inc.* 34,450 1,671,859
Eaton Vance Corp.* 143,400 3,923,424
Fidelity Bankshares, Inc.^ 70,620 2,309,274
Goldman Sachs Group* 30,600 3,907,926
JPMorgan Chase & Co. 26,000 1,031,940
State Street Corp. 43,500 2,411,640
T. Rowe Price Group, Inc. 24,300 1,750,329
Zions Bancorporation* 54,700 4,133,132
----------
27,373,580 20.37%
Health Care
Amgen, Inc.^ 29,600 2,334,256
Cerner Corp.^# 32,400 2,945,484
Genentech, Inc.^ 39,400 3,644,500
Gilead Sciences, Inc.^ 58,200 3,059,574
Hologic, Inc.^ 36,490 1,383,701
Medco Health Solutions, Inc.^ 48,000 2,678,400
Medtronic, Inc. 21,200 1,220,484
Teva Pharmaceutical, Ltd.# 42,000 1,806,420
Wellpoint, Inc.^ 38,100 3,039,999
Zimmer Holdings, Inc.*^ 36,700 2,475,048
----------
24,587,866 18.29%
Industrials
3M Co.* 27,700 2,146,750
General Electric Co.* 120,500 4,223,525
Iron Mountain, Inc.^ 50,075 2,114,167
United Parcel Service, Inc. 30,200 2,269,530
----------
10,753,972 8.00%
Information Technology
Adobe Systems, Inc.^ 63,614 2,351,173
Akamai Technologies, Inc.^ 121,600 2,423,488
American Tower Corp., Class A^ 53,800 1,457,980
Apple Computer, Inc.^ 63,700 4,579,393
Corning, Inc.*^ 296,500 5,829,190
Google, Inc., Class A^ 7,300 3,028,478
Marvell Technology Group Ltd.^ 29,300 1,643,437
Microsoft Corp. 32,000 836,800
Sonus Networks, Inc.^ 354,000 1,316,880
Texas Instruments, Inc. 38,600 1,237,902
Yahoo!, Inc.^ 43,700 1,712,166
----------
26,416,887 19.65%
Total Common Stocks (Cost-$100,358,557) $134,393,840 99.99%
Repurchase Agreement
Investors Bank & Trust Co. Repurchase Agreement,
3.02% due 1/3/06 @ 381,281
Total Repurchase Agreement (Cost-$381,281) $ 381,281 0.28%
Cash Equivalents
BGI Institutional Money Market Fund ~-4.19018% 1,560,200
Total Cash Equivalents (Cost-$1,560,200) $ 1,560,200 1.16%
Total Investment Portfolio (Cost-$102,300,038) 136,335,321 101.43%
Total Assets and Liabilities (1,922,985) -1.43%
Total Net Assets $134,412,336 100.00%
@Acquired on December, 30 2005. Collateralized by $400,346 of market value of
U.S. Government mortgage-backed securities due through 11/01/34. The maturity
value is $381,409.
* All or a portion of this security is pledged to collateralize short-term
borrowings
^ Non-income producing security
# All or a portion of this security is currently out on loan
~ Security held as collateral for securities on loan. The rate quotes is the
annualized seven-day yield of the fund at period end (See Note I)
Note: Each fiscal quarter-end the Fund is required to file a complete schedule
of investments with the Securities and Exchange Commission. The schedules of
portfolio holdings for the second and fourth quarters appear in the semiannual
and annual reports to shareholders. For the first and third quarters, the Fund
files the schedules of portfolio holdings with the SEC on Form N-Q. The Fund
makes the information on Forms N-Q available on its website at
www.northeastinvestors.com or upon request.
Shareholders may also access and review information and reports of the Fund,
including Form N-Q, at the SEC's Public Reference Room in Washington, D.C. You
can call the SEC at 1-202-942-8090 for information about the operation of the
Public Reference Room. Reports and other information about the Fund are
available on the SEC's internet site at http://www.sec.gov and copies may be
obtained for a duplicating fee by electronic request at the following e-mail
address: publicinfo@sec.gov or by writing the Public Reference Center of the
Securities and Exchange Commission, Washington, D.C. 20549-0102. The Fund's
reference number as a registrant under the Investment Company Act of 1940 is
811-3074
The accompanying notes are an integral part of the financial statements.
Statement of Assets and Liabilities
December 31, 2005
Assets
Investments-at market value (including securities loaned of $1,492,058)
(cost $102,300,038) ********************************************** $136,335,321
Receivable for shares sold *************************************** 18,466
Dividends receivable ********************************************* 74,888
Other receivables ************************************************ 14,720
-------------
Total Assets ***************************************************** 136,443,395
Liabilities
Collateral on securities loaned, at value ************************ 1,560,200
Payable for shares repurchased *********************************** 309,270
Accrued investment advisory fee*********************************** 66,763
Accrued expenses ************************************************* 94,826
-------------
Total Liabilities ************************************************ 2,031,059
-------------
Net Assets******************************************************** $134,412,336
Net Assets Consist of:
Capital paid-in ************************************************** $102,231,192
Accumulated net realized loss on investment transactions ********* (1,854,139)
Net unrealized appreciation of investments *********************** 34,035,283
-------------
Net Assets******************************************************** $134,412,336
Net Asset Value, offering price and redemption price per share
($134,412,336/7,306,748 shares) ********************************** $18.40
The accompanying notes are an integral part of the financial statements.
Statement of Operations
December 31, 2005
Investment Income
Dividend income ************************************************** $1,284,011
Interest income ************************************************** 9,281
Other income ***************************************************** 41,025
-------------
Total Income ***************************************************** 1,334,317
Expenses
Investment advisory fee ****************************************** 749,380
Administrative expenses and salaries ***************************** 363,001
Printing, postage, and stationery ******************************** 72,000
Audit fees ******************************************************* 67,150
Legal fees ******************************************************* 54,600
Computer and related expenses ************************************ 43,600
Insurance ******************************************************** 42,000
Registration and Filing fees************************************** 36,400
Trustee fees ***************************************************** 30,000
Commitment fee *************************************************** 24,512
Telephone expense************************************************* 18,200
Custodian fees**************************************************** 14,376
Interest fee ***************************************************** 2,182
Miscellaneous fees *********************************************** 9,100
-------------
Total Expenses *************************************************** 1,526,501
-------------
Net Investment Income (Loss) ************************************* (192,184)
-------------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) from investment transactions ************ $9,036,562
Change in unrealized appreciation (depreciation) of investments ** 4,937,206
-------------
Net gain (loss) on investments************************************ 13,973,768
-------------
Net increase (decrease) in net assets resulting from operations ** $13,781,584
The accompanying notes are an integral part of the financial statements.
<table>
<s> <c> <c> <c> <c> <c>
Statements of Changes in Net Assets
Year Ended Year Ended
December 31, December 31,
2005 2004
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss) ********************************** $(192,184) $388,790
Net realized gain (loss) from investment transactions ************* 9,036,562 6,290,650
Change in unrealized appreciation (depreciation) of investments *** 4,937,206 4,404,129
---------- ----------
Net Increase (Decrease) in Net Assets Resulting from
Operations ********************************************** 13,781,584 11,083,569
----------- ----------
Distributions to Shareholders From Net Investment Income****** - (388,373)
From Net Fund Share Transactions *************************** (15,607,250) (16,017,737)
------------ -----------
Total Increase (Decrease) in Net Assets ****************** (1,825,666) (5,322,541)
Net Assets:
Beginning of Period ******************************************* 136,238,002 141,560,543
------------- -----------
End of Period ************************************************ $134,412,336 $136,238,002
</table>
The accompanying notes are an integral part of the financial statements.
<table>
<s> <c> <c> <c> <c>
Financial Highlights
Year Ended December 31,
Per Share Data^ 2005 2004 2003 2002 2001
Net Asset Value:
Beginning of Period $16.52 $15.26 $11.91 $15.43 $20.23
Income From Investment Operations:
Net investment income (loss) (0.02) 0.04 0.03 0.02 (0.01)
Net realized and unrealized gain
(loss) on investment 1.90 1.27 3.35 (3.52) (3.35)
Total from investment operations 1.88 1.31 3.38 (3.50) (3.36)
Less Distributions:
Net investment income 0.00 (0.05) (0.03) (0.02) 0.00
Capital Gain 0.00 0.00 0.00 0.00 (1.44)
Total Distributions - (0.05) (0.03) (0.02) (1.44)
Net Asset Value:
End of Period $18.40 $16.52 $15.26 $11.91 $15.43
Total Return 11.38% 8.56% 28.39% -22.67% -17.15%
Ratios & Supplemental Data
Net assets end of period
(in thousands) $134,412 $136,238 $141,561 $125,986 $187,218
Ratio of operating expenses to average
net assets (includes interest expense)1.18% 1.32% 1.43% 1.31% 1.14%
Ratio of interest expense to average net
assets 0.00% 0.07% 0.22% 0.21% 0.14%
Ratio of net investment income to
average net assets -0.15% 0.29% 0.21% 0.17% -0.05%
Portfolio turnover rate 57% 19% 25% 26% 30%
^ Average share method used to calculate per share data
</table>
Notes to Financial Statements
Note A-Organization
Northeast Investors Growth Fund (the "Fund") is a diversified, no-load,
open-end, series-type management investment company registered under the
Investment Company Act of 1940, as amended. The Fund presently consists of one
portfolio and is organized as a Massachusetts business trust.
The Fund's objective is to produce long term growth for its shareholders.
Note B-Significant Accounting Policies
Significant accounting policies of the Fund are as follows:
Valuation of Investments: Investments in securities traded on national
securities exchanges are valued based upon closing prices on the exchanges.
Securities traded in the over-the-counter market and listed securities with no
sales on the date of valuation are valued at closing bid prices. Repurchase
agreements are valued at cost with earned interest included in other
receivables. Other short-term investments, when held by the Fund, are valued at
cost plus earned discount or interest which approximates market value.
Securities and other assets for which market quotations are not readily
available (including restricted securities, if any) are valued at their fair
value as determined in good faith under consistently applied procedures approved
by the Board of Trustees. The Fund may use fair value pricing for foreign
securities if a material event occurs that may effect the price of a security
after the close of the foreign market or exchange (or on days the foreign market
is closed) but before the Fund prices it's portfolio, generally at 4:00 p.m. ET.
Fair value pricing may also be used for securities acquired as a result of
corporate restructurings or reorganizations as reliable market quotations for
such issues may not be readily available. At December 31, 2005 there were no
securities priced at fair value as determined in good faith.
Security Transactions: Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.
Federal Income Taxes: No provision for federal income taxes is necessary since
the Fund has elected to qualify under subchapter M of the Internal Revenue Code
and its policy is to distribute all of its taxable income, including net
realized capital gains, within the prescribed time periods.
State Income Taxes: Because the Fund has been organized by an Agreement and
Declaration of Trust executed under the laws of the Commonwealth of
Massachusetts, it is not subject to state income or excise taxes.
Distributions and Income: Income and capital gain distributions are determined
in accordance with income tax regulations which may differ from U.S. generally
accepted accounting principles. These differences are primarily due to differing
treatments for capital loss carryovers and losses deferred due to wash sales.
Permanent book and tax differences relating to shareholde distributions will
result in reclassifications to paid-in-capital. The Fund's distributions and
dividend income are recorded on the ex-dividend date. Interest income, which
consists of interest from repurchase agreements, is accrued as earned.
Net Asset Value: In determining the net asset value per share, rounding
adjustments are made for fractions of a cent to the next higher cent.
Use of Estimates: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Note C-Investment Advisory and Service Contract
The Fund has its investment advisory and service contract with Northeast
Management & Research Company, Inc. (the "Advisor"). Under the contract, the
Fund pays the Advisor an annual fee at a maximum rate of 1% of the first
$10,000,000 of the Fund's average daily net assets, 3/ 3 4 / of 1% of the next
$20,000,000 and 1/2 / of 1% of the average daily net assets in excess of
$30,000,000, in monthly installments on the basis of the average daily net
assets during the month preceding payment. All trustees except Messrs. John C.
Emery, Michael Baldwin, and F. Washington Jarvis are officers or directors of
the Advisor. The compensation of all disinterested trustees of the Fund is
borne by the Fund.
Under the Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the Advisor provide the Fund with advice and assistance in the choice of
investments and the execution of securities transactions, and otherwise maintain
the Fund's organization. The Advisor also provides the Fund with necessary
office space and portfolio accounting and bookkeeping services. The salaries of
all officers of the Fund or of the Advisor performing services relating to
research, statistical and investment activities are paid by the Advisor.
The Fund pays expenses, including the salaries of employees engaged in the
following activities, related to its role as transfer, dividend paying and
shareholder servicing agent.
Note D-Purchases and Sales of Investments
The cost of purchases and proceeds from sales of investments, other than
short-term securities, aggregated $74,176,955 and $89,304,677, respectively,
for the year ended December 31, 2005.
Note E-Shares of Beneficial Interest
<table>
<s> <c> <c> <c> <c>
At December 31, 2005, there was an unlimited number of shares of beneficial
interest authorized with no par value. Transactions in shares of beneficial
interest were as follows:
December 31, 2005 December 31, 2004
Shares Amount Shares Amount
Shares sold ********************** 361,828 $ 6,158,841 286,607 $ 4,460,343
Shares issued to shareholders in
reinvestment of distributions from
net investment income and
realized gains from security
transactions ******************** 0 0 20,568 338,969
--------- --------- --------- ---------
361,828 $ 6,158,841 307,175 $ 4,799,312
Shares repurchased*************** (1,305,097) $(21,766,091) (1,335,365) $(20,817,049)
Net Increase ********************* (943,269) $(15,607,250) (1,028,190) $(16,017,737)
</table>
Note F-Repurchase Agreement
On a daily basis, the Fund invests any cash balances into repurchase agreements
hypothecated by U.S. Government obligations. Securities pledged as collateral
for repurchase agreements are held by the Fund's custodian bank until maturity
of the repurchase agreement. Provisions of the agreement ensure that the market
value of the collateral is sufficient in the event of default. However, in the
event of default or bankruptcy by the other party to the agreement, realization
and/ or retention of the collateral may be subject to legal proceedings.
Note G-Committed Line of Credit
Short-term bank borrowings, which do not require maintenance of compensating
balances, are generally on a demand basis and are at rates equal to adjusted
money market interest rates in effect during the period in which such loans are
outstanding. At December 31, 2005, the Fund had unused lines of credit amounting
to $25,000,000 and there was no outstanding balance. In addition the Fund pays
a commitment fee of 0.10% per annum, payable at the end of each quarter based on
the unused portion of the line of credit. The committed lines of credit may be
terminated at the banks' option at their annual renewal dates.
The following information relates to aggregate short-term borrowings during the
year ended December 31, 2005:
Average amount outstanding (total of daily outstanding principal balances
divided by number of days with debt outstanding during the period) *** $337,237
Weighted average interest rate**************************************** 3.39%
Note H-Additional Tax Information
The tax character of distributions paid during the fiscal year ended December
31, 2004 and 2005 were $388,373 and $0.00 respectively, and were classified as
ordinary income.
As of December 31, the components of accumulated earnings (losses) on a tax
basis were as follows:
2005
----------
Capital loss carryforward* ********************************* $ (1,854,139)
Unrealized gains (losses)-net ****************************** 34,035,283
----------
Total accumulated earnings (losses-net) ******************** $32,181,144
* The capital loss carryforward will expire as follows:
Expiration
Year Amount
2011 ******************************************************* $1,854,139
At December 31, 2005 the Fund's aggregate security unrealized gains and losses
based on cost for U.S. federal income tax purposes was as follows:
2005
------
Tax cost ****************************************************** $102,300,038
Gross unrealized gain ***************************************** 34,966,116
Gross unrealized loss ***************************************** (930,833)
------------
Net unrealized security gain (loss)**************************** $ 34,035,283
Note I-Securities Lending
The Fund may seek additional income by lending portfolio securities to qualified
institutions. The Fund will receive cash or securities as collateral in an
amount equal to at least 102% of the current market value of any loaned
securities plus accrued interest. By reinvesting any cash collateral it receives
in these transactions, the Fund could realize additional gains and losses.
If the borrower fails to return the securities and the value of the collateral
has declined during the term of the loan, the Fund will bear the loss. At
December 31, 2005, the value of securities loaned and the value of collateral
was $1,492,058 and $1,560,200, respectively. During the year ended December 31,
2005, income from securities lending amounted to $25,782.
Report of Ernst & Young, LLP Independent Registered
Public Accounting Firm
To the Board of Trustees and Shareholders
Northeast Investors Growth Fund.
We have audited the accompanying statement of assets and liabilities, including
the schedules of investments, of Northeast Investors Growth Fund (the Fund) as
of December 31, 2005, and the related statement of operations for the year then
ended, the statements of changes in net assets for the each of the two years in
the period then ended, and the financial highlights for each of the three years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits. The financial highlights for each of the two years in the period
ended December 31, 2002 were audited by other auditors whose report dated
February 14, 2003 expressed an unqualified opinion on those financial statements
and financial highlights.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2005, by correspondence with the custodian
and brokers.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Northeast Investors Growth Fund, as of December 31, 2005, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each
of the three years in the period then ended, in conformity with U.S. generally
accepted accounting principles.
Ernst & Young LLP
Boston, Massachusetts
February 15, 2006
Trustees & Officers
The Trustees of Northeast Investors Growth Fund are William A. Oates, Jr.,
Ernest E. Monrad, Robert B. Minturn, John C. Emery, Michael Baldwin, and F.
Washington Jarvis. Under Massachusetts Law, the Trustees are generally
responsible for protecting the interests of the shareholders by overseeing the
operation and management of the Fund. The table below provides certain
information about the Fund's Trustees and Officers. The mailing address for the
Trustees and Officers of the Fund is 150 Federal Street, Boston, MA 02110-1745.
The Fund's Statement of Additional Information (SAI) contains additional
information about the Trustees. To request a free copy, call the Fund at
800-225-6704 or visit our website at www.northeastinvestors.com.
<table>
<s> <c> <c> <c> <c> <c>
Principal Occupation(s)/Other
Directorships During the Past Five
Name/Age/Service* Position Years
Affiliated Trustees and Fund Officers
Williams A. Oates, Jr. Trustee and President Trustee and President Northeast
Age: 63 Investors Growth Fund; President and
Years of Service: 25 Director of Northeast Investment
Management, Inc.; Vice President of
Northeast Investors Trust.
Ernest E. Monrad Trustee Trustee of Northeast Investors Trust;
Age: 75 Director of New America High
Years of Service: 25 Income Fund, Inc.; Trustee of
Century Shares Trust and Century
Small Cap Select until 7/31/05;
Officer and Director of Northeast
Investment Management, Inc.
Gordon C. Barrett Senior Vice President and Officer of Northeast Investors Trust,
Age: 49 Chief Financial Officer Northeast Investors Growth Fund, and
Years of Service: 12 Northeast Investment Management, Inc.
Robert B. Minturn Trustee, Clerk, Vice Officer of Northeast Investors Trust,
Age: 66 President, and Chief (Trustee until 6/30/05); Officer and
Years of Service: 25 Legal Officer Director of Northeast Investment
Management, Inc.
Independent Trustees
John C. Emery Trustee Partner, Law Firm of Sullivan &
Age: 75 Worcester
Years of Service: 25
Michael Baldwin Trustee Partner, Baldwin Brothers,
Age: 65 Registered Investment Advisor
Years of Service: 6
F. Washington Jarvis Trustee Headmaster Emeritus at Roxbury
Age: 66 Latin School
Years of Service: 2
* The Trustees serve until their resignation or the appointment of a successor and the
officers serve at the pleasure of the Trustees.
</table>
Board Approval of Investment Advisory Contract
At its meeting held on July 6, 2005, the Board of Trustees of the Fund,
including the Independent Trustees voting separately, voted to extend the Fund's
investment management agreement with Northeast Management & Research Company,
Inc. (the "Investment Adviser").
The Investment Adviser presented detailed information to the Board requested by
the Independent Trustees. Such information included (i) information confirming
the financial condition of the Investment Adviser and the Investment Adviser's
profitability derived from its relationship with the Fund; (ii) a description
of the personnel and services provided by the Investment Adviser; (iii)
comparative information on investment performance; and (iv) information
regarding brokerage and portfolio transactions.
The Board reviewed and discussed financial information provided by the
Investment Adviser and the Investment Adviser's profitability derived from its
relationship with the Fund. Specifically, the Board reviewed and considered a
profit contribution analysis of the Investment Adviser showing its fees, income,
and expenses in connection with the Fund and the methodology used in the
analysis. The Board determined that the Investment Adviser is solvent and
sufficiently well capitalized to perform the ongoing responsibilities to the
Fund and to satisfy its obligations under the Act and the advisory agreement.
The Board reviewed the advisory fee and the effective investment advisory fee
rate paid by the Fund and the appropriateness of such advisory fee. The Board
reviewed and considered any economies of scale realized by the Fund and how the
current advisory fee for the Fund reflects the economies of scale for the
benefit of the shareholders of the Fund.
The Board also reviewed and considered the fees or other payments received by
the Investment Adviser. Specifically, the Board reviewed and considered
comparison of fees charged by investment advisers to fund peers of the Fund.
The Board also considered and reviewed information regarding brokerage.
The Board reviewed and considered the qualifications of the current and
anticipated portfolio managers to manage the portfolio of the Fund, including
their history managing investments generally and growth oriented investments in
particular, as well as the background and expertise of the key personnel and
amount of time they would be able to devote to the affairs of the Fund. The
Board concluded, in light of the particular requirements of the Fund, that it
was satisfied with the professional qualifications and overall commitment to the
Fund of the anticipated portfolio management team.
The Board considered the nature, extent and quality of services rendered to the
Fund by the Investment Adviser and the investment performance of the Fund based
on the data provided which included comparisons with index data and data
concerning performance relative to other funds with generally similar objectives
and management policies. The Board determined that in light of the data taken
as a whole and the nature of the investment program of the Fund, the investment
performance was reasonable and acceptable. The Board discussed the Investment
Adviser's profitability, and it was noted that the profitability percentage was
within ranges generally determined to be reasonable, given the services rendered
and the Fund's performance and services provided. The Board concluded that the
Fund's fees paid to the Investment adviser were reasonable in light of
comparative performance and advisory fee information, costs of the services
provided and profits to be realized and benefits derived by the Investment
Adviser from the relationship with the Fund.
Trustees
William A. Oates, Jr. John C. Emery
Ernest E. Monrad Michael Baldwin
Robert B. Minturn F. Washington Jarvis
Officers
William A. Oates, Jr., President
Gordon C. Barrett, Senior Vice President & Chief Financial Officer
Ernest E. Monrad, Assistant Treasurer
Robert B. Minturn, Vice President, Clerk & Chief Legal Officer
Richard J. Semple, Vice President & Chief Compliance Officer
Bruce H. Monrad, Vice President
David A. Randall, Vice President
Investment Advisor
Northeast Management & Research Company, Inc.
150 Federal Street
Boston, Massachusetts 02110
Custodian
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02205
Legal Counsel
Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Transfer Agent
Northeast Investors Growth Fund
150 Federal Street
Boston, Massachusetts 02110
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072
This report is prepared for the information of the shareholders of Northeast
Investors Growth Fund and must not be given to others unless preceded or
accompanied by a copy of the current Prospectus by which all offerings of the
Fund shares are made. It should be noted in reading this report and the letter
to shareholders that the record of past performance is not a representation as
to the Fund's future performance, and that the Fund's investments are subject to
market risks.
For a free copy of the Fund's proxy voting guidelines and proxy voting record
visit www.northeastinvestors.com/growth/proxypolicy.stm, call 1-800-225-6704 or
visit the Securities and Exchange Commission (SEC)'s website at www.sec.gov.
Shares of the Fund are sold to investors at net asset value by
Northeast Investors Growth Fund
150 Federal Street
Boston, Massachusetts 02110
800-225-6704 617-523-3588
www.northeastinvestors.com
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer and principal financial officer. A copy of the
code of ethics has been filed as Exhibit to registrant's Report on Form N-CSR
for its fiscal year ended December 31, 2003. The registrant has not made any
amendment to its code of ethics during the covered period. The registrant has
not granted any waivers from any provisions of the code of ethics during the
covered period.
Item 3. Audit Committee Financial Expert.
The registrant does not have an Audit Committee Financial Expert. Although the
members of the registrant's Audit Committee have a variety of business and
investment experience, none of them has been determined to meet the technical
qualifications required in order to meet the definition of an Audit Committee
Financial Expert under this Item. Certain of the registrant's trustees who are
considered to be "interested persons" as defined in Section 2(a)(19) under the
Investment Company of 1940, as amended, do possess such qualifications, but it
has been determined that the Audit Committee should consist entirely of
independent trustees. The Audit Committee, under its charter, has the ability
to retain independent advisers if it deems it necessary or appropriate without
the need to seek approval from the management of the Fund.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for the registrant's
fiscal years ended December 31, 2005 and December 31, 2004 for professional
services rendered by the registrant's principal accountant for audit of its
annual financial statements or services that are normally provided by such
accountant in connection with statutory and regulatory filings were $44,000, and
$42,000 respectively.
(b) Audit-Related Fees The aggregate fees billed for the
registrant's fiscal year ended December 31, 2005 and December 31, 2004 for
assurance and related services by the registrant's principal accountant
reasonably related to the performance of audit of the registrant's financial
statements and not reported under Paragraph (a) of this Item were $18,125 and
$16,250 respectively. Such services consisted of a report of the Fund's transfer
agent internal controls pursuant to rule 17AD-13, semi-annual report review and
a report on the Fund's anti-money laundering controls and policies.
(c) Tax Fees. The aggregate fees billed in the registrant's
fiscal years ended December 31, 2005 and December 30, 2004 for professional
services rendered by the registrant's principal accountant for tax matters were
$7,000 and $6,000 respectively. Such services consisted of the preparation of
the registrant's federal income and excise tax returns.
(d) All other Fees. No products or services were provide to the
registrant during its last two fiscal years by its principal accountants other
than the services reported in Paragraphs (a) - (c) of this item.
(e) It is the registrant's policy that all audit and non-audit
services provided by the registrant's principal accountant be approved in
advance by the Audit Committee, and all of the services described in Paragraphs
(a) - (d) of this item were so approved.
(f) The registrant has been advised by its independent accountants
that less than 50% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements were attributed to
work by persons other than the principal accountants' full-time, permanent
employees.
(g) No non-audit services were provided by the registrant's
principal accountant to the registrant's investment adviser. There is no entity
affiliated with registrant's investment adviser that provides ongoing services
to the registrant.
(h) Not applicable to the registrant.
Item 5. Audit Committee of Listed Registrants.
Not applicable to the registrant.
Item 6. Schedule of Investments
Included as part of Item 1 above.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable to the registrant.
Item 8. Portfolio Manager of Closed-End Management Investment Companies
Not applicable to the registrant.
Item 9. Purchase of Equity Securities by Closed-End Management Company and
Affiliated Purchasers
Not applicable to the registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
No material changes have been made with respect to procedures by which
shareholders may recommend nominees for trustee during the covered period.
Item 11. Controls and Procedures.
(a) The registrant's principal executive and financial officers,
after evaluating the effectiveness of the registrant's
disclosure controls and procedures (as defined in Rule 30a-2(c) under
the Investment Company Act of 1940, as amended), have concluded that,
based on such evaluation, the registrant's disclosure controls and
procedures were effective as of a date within 90 days of the filing of
this report.
(b) The registrant's principal executive officer and principal
financial officer are aware of no changes in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal half-year that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 12. Exhibits.
(a) 99.CERT Separate certifications by the registrant's principal
executive officer and principal financial officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule
30a-2(a) under the Investment Company Act of 1940, are attached.
(b) 99.906CERT A certification by the registrant's principal executive
officer and principal financial officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under
the Investment Company Act of 1940, is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Northeast Investors Growth Fund
By (Signature and Title)
William A. Oates, Jr.
President
(principal executive officer)
Date: March 10, 2006
By (Signature and Title)
Gordon C. Barrett
Chief Financial Officer
(principal financial officer)
Date: March 10, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)
William A. Oates, Jr.
President
(principal executive officer)
Date: March 10, 2006
By (Signature and Title)
Gordon C. Barrett
Chief Financial Officer
(principal financial officer)
Date: March 10, 2006
Exhibit 99.CERT
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
I, William A. Oates, Jr., certify that:
1. I have reviewed this report on Form N-CSR of Northeast Investors Growth Fund;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 10, 2006
William A. Oates, Jr.
President
(principal executive officer)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Gordon C. Barrett, certify that:
1. I have reviewed this report on Form N-CSR of Northeast Investors Growth
Fund;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 10, 2006
Gordon C. Barrett
Chief Financial Officer
(principal financial officer)
Exhibit 99.906CERT
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of Northeast Investors Growth Fund, a Massachusetts
business trust (the "Registrant"), does hereby certify, to such officer's
knowledge, that:
The report on Form N-CSR for the period ended December 31, 2005 of the
Registrant (the "Form N-CSR") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the
information contained in the N-CSR fairly presents, in all material respects,
the financial condition and results of operations of the Registrant.
Dated: March 10, 2006
William A. Oates, Jr.
President
(Principal Executive Officer)
Dated: March 10, 2006
Gordon C. Barrett
Chief Financial Officer
(Principal Financial Officer)
The foregoing certification is being furnished solely pursuant to section
906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a separate
disclosure document.
A signed original of this written statement required by Section 906 has been
provided to the Registrant and will be retained by the Registrant and
furnished to the Securities and Exchange Commission or its staff upon request.