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)
100 High Street
Boston, MA 02110
(Address of principal executive offices) (Zip code)
Robert M. Kane
100 High 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, 2011
Date of reporting period: December 31, 2011
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.
LOGO
A NO-LOAD FUND
ANNUAL REPORT
-------------------------------------
FOR THE YEAR ENDED
-------------------------------------
DECEMBER 31, 2011
-------------------------------------
TABLE OF CONTENTS
<Table>
Letter to Shareholders.......................... 2
Fund Performance................................ 4
Schedule of Investments......................... 9
Financial Statements............................ 11
Notes to the Financial Statements............... 15
Report of Independent Registered Public
Accounting Firm............................... 20
Trustees & Officers............................. 21
</Table>
DEAR FELLOW SHAREHOLDERS:
It was another volatile year in the equity markets in 2011 as dramatic
news, both at home and abroad, rocked the markets. Looking across the globe,
most major equity indices ended the year in negative territory, with the
exception of the Dow Jones Industrial Average and the S&P 500 Index. Northeast
Investors Growth Fund did not fare as well as our benchmark, the S&P 500 Index,
as we ended 2011 with a total return of -7.84% vs. the Index(1) +2.09%. We are
not pleased with the performance of our Fund. Yet, as mentioned in June, we
believe over the longer-term, the investments we hold in well-run, industry
leading companies, exhibiting solid growth, will prove to be rewarding for our
shareholders.
Much of our underperformance can be explained by our sector allocations. We
began the year by positioning the Fund to benefit from an economic recovery
reignited at the end of 2010 with the Fed's quantitative easing and Congress'
favorable payroll tax reduction. We focused our investments more heavily in the
growth oriented, cyclical areas-Industrials, Technology, Energy and Financials-
and had little to no exposure to the defensive areas such as Utilities and
Consumer Staples. Our thesis was, and still is, that companies like Exxon,
Schlumberger, Deere, Emerson, Ford Motor Co, Citigroup, Goldman Sachs Group,
Apple and T. Rowe Price would benefit from the slowly recovering U.S. and world
economy. For the first quarter of 2011, this theme appeared intact as the Energy
and Industrial sectors led the market. During the second quarter, market
leadership changed and cyclical sectors began to falter and trailed the market
for the quarter. Investor anxiety increased as the third quarter progressed. The
U.S. economy was stalling and fear of a second recession increased. Add to this
the emergence of a slowdown in the growth rate in China and other emerging
economies, concerns about a European sovereign debt crisis, the potential
breakdown of the European Union, a showdown in the U.S. Congress about raising
the debt ceiling and a downgrade of the U.S. credit rating by the S&P rating
agency and one can understand why people abandoned the risk markets and fled to
the safety of super safe investments like cash and U.S. Treasuries.
Given our cyclical bias, the extreme fear in the market place was
detrimental to many investments held in our portfolio. One of our biggest
individual drags on performance was Ford. Consumers concerned about the economy
would be less confident and less willing to purchase new automobiles. Though the
automaker has made decent strides in repaying its debt, and the revamped product
line is attractive, a car is still an expensive item. Additionally, with the
largest markets- the U.S. and Europe- slowing down, there were concerns that
sales would disappoint in the near term. Eventually we believe Ford will be well
positioned for recovery in its share price. But, it would not be in 2011 as it
is too dependent on a confident and employed consumer base.
As a group, our investments in the Financials detracted from performance.
The Financial sector was the worst performing sector in the S&P 500 Index, down
over 18%. The banking sector was particularly hard hit. Though we stepped to the
sidelines in some of the companies we held at the beginning of the year-
Citigroup Inc., Goldman Sachs Group, JP Morgan- it was not before performance
was impacted on the downside. Though we remain cautious with our investments in
the banking and financial services sector, we recognize that despite the
headline disdain for these organizations, they provide a crucial
----------
(1) The Standard & Poor's 500 Index is an unmanaged index and does not
reflect charges, expenses or taxes. It is not possible to invest directly in
this index.
Page 2
service to our free-market society. There will be a time when financial
organizations have resolved many of the issues clouding their recovery, and it
is better for the Fund to be invested in these names before the clouds clear to
benefit from their recovery.
The Fund did have some good performing names in the portfolio- McDonalds
was up over 30% for the year, and IBM, VF Corp, Apple Inc., and Pfizer were all
up about 25%. Though these investments span various sectors- Consumer
Discretionary, Technology and Health Care- they share a common thread. They are
well-run, U.S. companies with differentiated products that consumers will seek
in the U.S. and the world markets. These are names in which we feel confident,
and though many dipped somewhat during the summer doldrums, as the market
regained its balance, they did as well. We have been thankful to have these
well-managed, well-run companies, and will continue to add names that share
these qualities to our holdings.
The markets and the Fund did have a decent recovery as the year ended. The
Federal Reserve made two significant announcements: they would work to keep
interest rates low for at least the next two years; and they would purchase long
dated securities so to push down intermediate and long-term interest rates in an
effort to aid borrowers. There was further positive news as the year came to a
close: U.S. unemployment level fell to 8.5%, the lowest level we have seen since
early 2009, consumer confidence levels improved from the low levels reached
during the summer crisis period and maybe most importantly, Europe seemed to
retreat from a teetering point, and institute some changes that would allow them
a little more time to work through their woes.
We manage the Fund as a long-term investor in high quality investments
rather than a short-term trader trying to predict the next news headline. Thus,
there naturally may be times when we cannot shift our portfolio to perfectly
align with the market's movement between a "risk on" and "risk off" world. In
these instances, we may underperform the market. We would characterize 2011 as
"one of these times" and we look forward to a better 2012.
We welcome and encourage you to contact us with any questions, concerns or
comments. Please call us directly or visit our website at
www.northeastinvest.com where you can view the Fund's closing price, portfolio
composition, and historical performance. If you follow your investments on-line,
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.
<Table>
/s/ William A. Oates, Jr. /s/ John F. Francini
William A. Oates, Jr. John F. Francini
/s/ Nancy M. Mulligan
Nancy M. Mulligan
February 2012
</Table>
Page 3
AVERAGE ANNUAL TOTAL RETURN
<Table>
One year ended December 31, 2011.................... -7.84%
Five years ended December 31, 2011.................. -1.64%
Ten years ended December 31, 2011................... 1.90%
</Table>
PERFORMANCE GRAPH (UNAUDITED)
(TEN YEARS)
The following graph compares the cumulative total shareholder return on the
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, 2001 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 2011 performance, including
strategies and market conditions which influenced such performance, see the
President's letter to shareholders.
[NORTHEAST INVESTORS TEN-YEAR PERFORMANCE GRAPH]
<Table>
<Caption>
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
NORTHEAST
INVESTORS
GROWTH $7,733 $ 9,928 $10,778 $12,005 $13,114 $14,937 $8,722 $11,255 $13,099 $12,072
FUND
STANDARD
& POOR'S $7,790 $10,024 $11,115 $11,661 $13,502 $14,242 $8,972 $11,347 $13,057 $13,333
500 INDEX
</Table>
Page 4
RETURNS AND PER SHARE DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
------ ----- ----- ----- ----- ----- ------ ----- ----- -----
Net Asset Value 11.91 15.26 16.52 18.40 20.10 20.19 11.74 15.15 17.60 16.22
----------------------------------------------------------------------------------------
Income Dividend 0.02 0.03 0.05 0.00 0.00 0.04 0.05 0.00 0.03 0.00
----------------------------------------------------------------------------------------
Capital Gains Dist. 0.00 0.00 0.00 0.00 0.00 2.60 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------
NEIG Return(%) -22.67 28.39 8.56 11.38 9.24 13.90 -41.61 29.05 16.38 -7.84
----------------------------------------------------------------------------------------
S&P 500 Return(%) -22.10 28.68 10.88 4.91 15.79 5.48 -37.00 26.47 15.07 2.11
----------------------------------------------------------------------------------------
</Table>
[RETURNS BAR GRAPH]
QUARTERLY PORTFOLIO HOLDINGS: 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 semi-annual 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 Form N-Q available
on its website at www.northeastinvest.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
Page 5
ABOUT YOUR FUND'S EXPENSES
<Table>
<Caption>
Annualized Beginning Account Value Ending Account Value Expenses Paid During Period
Expense Ratio 6/30/2011 12/31/2011 6/30/2011 - 12/31/2011
-----------------------------------------------------------------------------------------
Actual Return
-8.10% 1.40% $1,000.00 $ 918.98 $6.45
Hypothetical (5%
return per year
before expenses) 1.40% $1,000.00 $1,018.06 $7.15
</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, 6/30/2011 - 12/31/2011.
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.
Page 6
TEN LARGEST INVESTMENT HOLDINGS
DECEMBER 31, 2011
--------------------------------------------------------------------------------
<Table>
<Caption>
Market Percent of
Value Net Assets
--------------------------------------------------------------------
Apple, Inc. .......................... $4,475,250 5.87%
Google, Inc., Class A................. 3,255,336 4.27%
International Business Machines
Corp................................ 3,015,632 3.96%
Schlumberger Ltd. .................... 2,752,893 3.61%
McDonald's Corp. ..................... 2,628,646 3.45%
Qualcomm, Inc. ....................... 2,499,790 3.28%
American Tower Corp. ................. 2,486,274 3.26%
Exxon Mobil Corp. .................... 2,439,562 3.20%
Pfizer, Inc. ......................... 2,402,040 3.15%
Wells Fargo & Co. .................... 2,287,480 3.00%
</Table>
SUMMARY OF SECTOR WEIGHTINGS AS A PERCENTAGE OF NET ASSETS
DECEMBER 31, 2011
--------------------------------------------------------------------------------
<Table>
<Caption>
Major Sectors Market Northeast Investors S&P 500
------------- Value Growth Fund Index
----------------------------------------------------------------------------
Consumer Discretionary......... $10,508,898 13.79% 10.67%
Consumer Staples............... $ 9,365,377 12.29% 11.54%
Energy......................... $10,949,602 14.37% 12.27%
Financials..................... $ 7,155,800 9.39% 13.43%
Health Care.................... $ 9,892,705 12.99% 11.85%
Industrials.................... $ 8,166,835 10.72% 10.69%
Information Technology......... $17,357,133 22.78% 19.02%
Materials...................... $ 1,098,720 1.44% 3.50%
Telecommunication Services..... $ 2,486,274 3.27% 3.17%
Utilities...................... $ -- 0.00% 3.86%
Cash, other assets and
liabilities.................. $ (790,659) (1.04%) 0.00%
------- -------
100.00% 100.00%
======= =======
</Table>
Page 7
SUMMARY OF NET ASSETS BY INDUSTRY
DECEMBER 31, 2011
<Table>
<Caption>
Market % of
Value Net Assets
----------------------------------------------------------------------
COMMON STOCKS
----------------------------------------------------------------------
Aerospace & Defense....................... $ 1,556,817 2.04%
Beverages................................. 2,782,305 3.65%
Capital Markets........................... 2,118,540 2.78%
Chemicals................................. 1,098,720 1.44%
Commercial Banks.......................... 3,358,660 4.41%
Computers & Peripherals................... 6,521,550 8.56%
IT Services............................... 3,015,632 3.96%
Communications Equipment.................. 4,986,064 6.55%
Electrical Equipment...................... 1,556,106 2.04%
Road & Rail............................... 1,726,822 2.27%
Food & Staples Retailing.................. 3,171,520 4.16%
Hotels, Restaurants & Leisure............. 2,628,646 3.45%
Household Products........................ 1,524,435 2.00%
Industrial Conglomerate................... 1,636,992 2.15%
Insurance................................. 1,678,600 2.20%
Internet & Catalog Retail................. 1,644,450 2.16%
Internet Software & Services.............. 3,255,336 4.27%
Machinery................................. 1,690,098 2.22%
Media..................................... 2,020,313 2.65%
Energy Equipment & Services............... 4,677,010 6.14%
Oil, Gas & Consumable Fuels............... 6,272,592 8.23%
Packaged Foods............................ 1,887,117 2.48%
Pharmaceuticals........................... 9,892,705 12.99%
Software.................................. 2,064,825 2.71%
Textiles & Apparel........................ 4,215,489 5.53%
----------- -------
TOTAL COMMON STOCKS....................... $76,981,344 101.04%
TOTAL CASH EQUIVALENTS.................... 3,056,557 4.01%
----------- -------
TOTAL INVESTMENT PORTFOLIO................ 80,037,901 105.05%
NET OTHER ASSETS AND LIABILITIES.......... (3,847,216) -5.05%
----------- -------
TOTAL NET ASSETS.......................... $76,190,685 100.00%
=========== =======
</Table>
Page 8
SCHEDULE OF INVESTMENTS DECEMBER 31, 2011
<Table>
<Caption>
Number Market Percent
COMMON STOCK SECTOR of Value of Net
Name of Issuer Shares (Note B) Assets
-------------------------------------------------------------------------
CONSUMER DISCRETIONARY
-------------------------------------------------------------------------
Amazon.com, Inc................... 9,500 $ 1,644,450
Coach, Inc. ...................... 15,000 915,600
McDonald's Corp. ................. 26,200 2,628,646
Nike, Inc. ....................... 23,700 2,283,969
VF Corp. ......................... 8,000 1,015,920
Walt Disney Co. .................. 53,875 2,020,313
-----------
10,508,898 13.79%
CONSUMER STAPLES
-------------------------------------------------------------------------
Colgate-Palmolive Co. ............ 16,500 1,524,435
CVS Caremark Corp. ............... 44,500 1,814,710
Diageo PLC, ADR................... 17,000 1,486,140
Green Mountain Coffee Roasters,
Inc.#........................... 28,900 1,296,165
Nestle SA, ADR.................... 32,700 1,887,117
Whole Foods Market, Inc. ......... 19,500 1,356,810
-----------
9,365,377 12.29%
ENERGY
-------------------------------------------------------------------------
Chevron Corp. .................... 18,500 1,968,400
Exxon Mobil Corp. ................ 28,782 2,439,562
National Oilwell Varco, Inc.#..... 28,300 1,924,117
Occidental Petroleum Corp. ....... 19,900 1,864,630
Schlumberger Ltd. ................ 40,300 2,752,893
-----------
10,949,602 14.37%
FINANCIALS
-------------------------------------------------------------------------
Berkshire Hathaway Inc., Class B.. 22,000 1,678,600
T. Rowe Price Group, Inc.#........ 37,200 2,118,540
U.S. Bancorp...................... 39,600 1,071,180
Wells Fargo & Co. ................ 83,000 2,287,480
-----------
7,155,800 9.39%
HEALTH CARE
-------------------------------------------------------------------------
Abbot Laboratories................ 20,600 1,158,338
Allergan, Inc. ................... 25,800 2,263,692
Johnson & Johnson................. 18,000 1,180,440
Novartis AG, ADR.................. 33,500 1,915,195
Perrigo Co.#...................... 10,000 973,000
Pfizer, Inc. ..................... 111,000 2,402,040
-----------
9,892,705 12.99%
INDUSTRIALS
-------------------------------------------------------------------------
Danaher Corp. .................... 34,800 1,636,992
Deere & Co. ...................... 21,850 1,690,098
Emerson Electric Co. ............. 33,400 1,556,106
Union Pacific Corp. .............. 16,300 1,726,822
United Technologies Corp. ........ 21,300 1,556,817
-----------
8,166,835 10.72%
</Table>
Page 9
<Table>
<Caption>
Number Market Percent
COMMON STOCK SECTOR--continued of Value of Net
Name of Issuer Shares (Note B) Assets
-------------------------------------------------------------------------
INFORMATION TECHNOLOGY
-------------------------------------------------------------------------
Apple, Inc.+...................... 11,050 $ 4,475,250
EMC Corp.+........................ 95,000 2,046,300
Google, Inc., Class A+............ 5,040 3,255,336
International Business Machines
Corp. .......................... 16,400 3,015,632
Oracle Corp. ..................... 80,500 2,064,825
Qualcomm, Inc. ................... 45,700 2,499,790
-----------
17,357,133 22.78%
MATERIALS
-------------------------------------------------------------------------
E.I. DuPont de Nemours & Co. ..... 24,000 1,098,720
-----------
1,098,720 1.44%
TELECOMMUNICATION SERVICES
-------------------------------------------------------------------------
American Tower Corp., Class A..... 41,431 2,486,274
-----------
2,486,274 3.27%
TOTAL COMMON STOCKS (COST-
$62,033,348).................... $76,981,344 101.04%
-----------
CASH EQUIVALENTS
-------------------------------------------------------------------------
State Street Bank & Trust
Navigator Prime*................ 3,056,557
-----------
TOTAL CASH EQUIVALENTS (COST-
$3,056,557)..................... $ 3,056,557 4.01%
TOTAL INVESTMENT PORTFOLIO (COST-
$65,089,905).................... 80,037,901 105.05%
-----------
NET OTHER ASSETS AND LIABILITIES.. (3,847,216) -5.05%
TOTAL NET ASSETS.................. $76,190,685 100.00%
===========
</Table>
+ Non-income producing security
# All or a portion of this security is currently out on loan (See Note K)
* Security held as collateral for securities on loan
The accompanying notes are an integral part of the financial statements.
Page 10
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2011
--------------------------------------------------------------------------------
<Table>
ASSETS
----------------------------------------------------------------
Investments--at market value (including
securities loaned of $2,956,948) (cost
$65,089,905).............................. $80,037,901
Dividends receivable........................ 124,278
Receivable from advisor..................... 3,416
Receivable for shares sold.................. 1,500
Other receivables........................... 90
-----------
TOTAL ASSETS................. 80,167,185
LIABILITIES
----------------------------------------------------------------
Collateral on securities loaned, at value... 3,056,557
Short-term borrowing........................ 744,000
Accrued audit expense....................... 85,722
Accrued investment advisory fee............. 41,079
Accrued other expenses...................... 34,803
Payable for shares repurchased.............. 14,339
-----------
TOTAL LIABILITIES............ 3,976,500
NET ASSETS.................................. $76,190,685
===========
NET ASSETS CONSIST OF:
Capital paid-in............................. $61,567,458
Undistributed net investment income......... 117,876
Accumulated net realized gain (loss)........ (442,644)
Net unrealized appreciation (depreciation)
of investments............................ 14,947,995
-----------
NET ASSETS.................................. $76,190,685
===========
NET ASSET VALUE, offering price and
redemption price per share
($76,190,685/4,698,203 shares)............ $16.22
======
</Table>
The accompanying notes are an integral part of the financial statements.
Page 11
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
--------------------------------------------------------------------------------
<Table>
INVESTMENT INCOME
Dividend Income........................... $1,307,658
Security Lending Income................... 8,928
Interest Income........................... 52
Other Income.............................. 828
-----------
TOTAL INCOME......................... 1,317,466
===========
EXPENSES
----------------------------------------------------------------
Investment advisory fee................... $527,019
Administrative expenses and salaries (see
note E)................................... 230,476
Legal fees................................ 109,075
Audit fees................................ 82,125
Insurance................................. 41,975
Printing, postage, and stationery......... 39,525
Registration and filing fees.............. 36,500
Trustee fees.............................. 30,000
Computer and related expenses............. 27,854
Custodian fees............................ 24,505
Transfer Agent (see note E)............... 15,180
Commitment fee............................ 12,226
Telephone expense......................... 10,285
Interest fee.............................. 2,340
Retirement................................ 1,380
Miscellaneous fees........................ 9,125
-----------
TOTAL EXPENSES....................... $1,199,590
-----------
NET INVESTMENT INCOME..................... $117,876
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from investment
transactions.............................. $4,842,748
Change in unrealized appreciation
(depreciation) of investments............. (11,762,650)
-----------
Net gain (loss) on investments............ (6,919,902)
-----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS................. $(6,802,026)
===========
</Table>
The accompanying notes are an integral part of the financial statements.
Page 12
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
Year Ended Year Ended
December 31, December 31,
2011 2010
-----------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss)........... $117,876 $29,402
Net realized gain (loss) from
investment transactions............. 4,842,748 2,488,231
Change in unrealized appreciation
(depreciation) of investments....... (11,762,650) 10,777,800
----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS......... (6,802,026) 13,295,433
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income............. -- (164,278)
----------- -----------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS.... -- (164,278)
FROM NET FUND SHARE TRANSACTIONS......... (10,271,070) (12,231,152)
----------- -----------
TOTAL INCREASE (DECREASE) IN NET
ASSETS.............................. (17,073,096) 900,003
NET ASSETS:
Beginning of Period.................... 93,263,781 92,363,778
----------- -----------
End of Period.......................... $76,190,685 $93,263,781
=========== ===========
UNDISTRIBUTED NET INVESTMENT INCOME...... $117,876 --
</Table>
The accompanying notes are an integral part of the financial statements.
Page 13
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Year Ended December 31,
2011 2010 2009 2008 2007
PER SHARE DATA + ------- ------- ------- ------- --------
NET ASSET VALUE:
BEGINNING OF PERIOD......... $17.60 $15.15 $11.74 $20.19 $20.10
------- ------- ------- ------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income (loss).. 0.02 0.01 0.02 0.05 0.02
Net realized and unrealized
gain (loss) on investment... (1.40) 2.47 3.39 (8.45) 2.71
------- ------- ------- ------- --------
Total from investment
operations.................. (1.38) 2.48 3.41 (8.40) 2.73
------- ------- ------- ------- --------
LESS DISTRIBUTIONS:
Net investment income....... 0.00 (0.03) 0.00 (0.05) (0.04)
Capital Gain................ 0.00 0.00 0.00 0.00 (2.60)
------- ------- ------- ------- --------
TOTAL DISTRIBUTIONS........... 0.00 (0.03) 0.00 (0.05) (2.64)
NET ASSET VALUE:
END OF PERIOD............... $16.22 $17.60 $15.15 $11.74 $20.19
======= ======= ======= ======= ========
TOTAL RETURN.................. -7.84% 16.38% 29.05% -41.61% 13.90%
RATIOS & SUPPLEMENTAL DATA
Net assets end of period (in
thousands).................. $76,191 $93,264 $92,364 $78,453 $145,440
Ratio of operating expenses to
average net assets (includes
interest expense)........... 1.40% 1.39% 1.60% 1.27% 1.10%
Ratio of interest expense to
average net assets.......... 0.00%* 0.01% 0.00%* 0.00%* 0.01%
Ratio of net investment income
to average net assets....... 0.14% 0.03% 0.16% 0.29% 0.11%
Portfolio turnover rate....... 49% 15% 36% 45% 40%
</Table>
+ Average share method used to calculate per share data
* Amount is less than .01%
Page 14
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-FUND ADMINISTRATION, ACCOUNTING, TRANSFER AGENCY AND SHAREHOLDER
SERVICING
Prior to August 29, 2011 the Fund acted as its own fund administrator,
accountant, transfer agent and shareholder servicing agent. Effective August 29,
2011 the Fund appointed ALPS Fund Services, Inc. ("ALPS") as its fund
accountant, transfer agent and shareholder servicing agent. ALPS carries out all
functions related to the maintenance of shareholder accounts, acquisition and
redemption of shares and mailings to shareholders. ALPS also determines the
Fund's Net Asset Value. Effective September 1, 2011, the Fund appointed
Northeast Management and Research Co., Inc. ("NMR") as its fund administrator.
NOTE C-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 interest
receivable. 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. Methodologies and factors used to fair value
securities may include, but are not limited to, information of any recent sales,
the analysis of the company's financial statements, quotations or evaluated
prices from broker-dealers and/or pricing services and information obtained from
analysts. 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, 2011 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.
The Fund has reviewed the tax positions for the open tax years as of
December 31, 2011 and has determined that no provision for income tax is
required in the Fund's financial statements. The Fund's federal tax returns for
the prior three fiscal years remain subject to examination by the Internal
Revenue Service.
Page 15
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 shareholder 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 D-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, 3/4 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.
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. Messrs.
John C. Emery, Michael Baldwin, and F. Washington Jarvis, the Fund's
disinterested Trustees, are not officers or directors of the Advisor. The
compensation of all disinterested Trustees of the Fund is borne by the Fund.
NOTE E-EXPENSES
Prior to August 29, 2011 the Fund paid expenses for salaries and benefits
of employees responsible for transfer agency, shareholder servicing, and fund
administration. Pursuant to agreements effective August 29, 2011 and September
1, 2011, the Fund pays ALPS and NMR, respectively, for these services. Payments
to ALPS for transfer agency and shareholder servicing appear under Transfer
Agent. Payments to NMR for fund administration are included in administrative
expenses and salaries. NMR is responsible for the payments to ALPS for fund
accounting services. The Fund continues to bear other expenses including - but
not limited to - taxes and other government charges, interest on borrowed money,
legal fees, auditing fees, registration and filing fees, insurance premiums,
fees and expenses of the custodian, compensation of the Fund's disinterested
trustees and the costs of reports to shareholders.
Page 16
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE F-PURCHASES AND SALES OF INVESTMENTS
The cost of purchases and proceeds from sales of investments, other than
short-term securities, aggregated $42,460,846 and $51,730,002, respectively, for
the year ended December 31, 2011.
NOTE G-SHARES OF BENEFICIAL INTEREST
At December 31, 2011, there was an unlimited number of shares of beneficial
interest authorized with no par value. Transactions in shares of beneficial
interest were as follows:
<Table>
<Caption>
DECEMBER 31, 2011 DECEMBER 31, 2010
----------------------- -----------------------
SHARES AMOUNT SHARES AMOUNT
Shares sold................. 121,028 $ 2,042,710 94,619 $ 1,505,210
Shares issued to
shareholders in
reinvestment of
distributions from net
investment income and
realized gains from
security transactions..... 0 0 8,317 144,718
-------- ------------ -------- ------------
121,028 $ 2,042,710 102,936 $ 1,649,928
Shares repurchased.......... (722,022) $(12,313,780) (901,174) $(13,881,080)
-------- ------------ -------- ------------
Net Increase (Decrease)..... (600,994) $(10,271,070) (798,238) $(12,231,152)
======== ============ ======== ============
</Table>
NOTE H-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. At December 31, 2011 the Fund was not invested in a
repurchase agreement.
NOTE I-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, 2011, the Fund had an unused line of
credit amounting to $9,256,000. In addition the Fund pays a commitment fee of
0.125% per annum, payable at the end of each quarter based on the unused portion
of the line of credit. The committed line of credit may be terminated at the
bank's option at the annual renewal date.
The following information relates to aggregate short-term borrowings during
the year ended December 31, 2011:
<Table>
Average amount outstanding (total of daily
outstanding principal balances
divided by number of days with debt outstanding
during the period).................................. $350,984
Weighted average interest rate...................... 1.43%
</Table>
Page 17
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE J-ADDITIONAL TAX INFORMATION
Dividends paid during the fiscal years ended December 31, 2010 and December
31, 2011 were $164,278 and $0 respectively, and such dividends were classified
for tax purposes as ordinary income.
As of December 31, 2011 the components of accumulated earnings (losses) on
a tax basis were as follows:
<Table>
Undistributed net investment income.......... $ 117,876
Timing Differences........................... (442,644)
Unrealized gains (losses) -- net............. 14,947,995
-----------
Total accumulated earnings
(losses) -- net.................. $14,623,227
</Table>
During the year, the capital loss carryforward utilized was $4,274,091
At December 31, 2011 the Fund's post October loss deferral was $(442,644)
At December 31, 2011 the Fund's aggregate security unrealized gains and
losses based on cost for U.S. federal income tax purposes was as follows:
<Table>
<Caption>
2011
-----------
Tax cost..................................... $65,089,905
Gross unrealized gain........................ 17,123,360
Gross unrealized loss........................ (2,175,365)
-----------
Net unrealized security gain
(loss)........................... $14,947,995
</Table>
On December 22, 2010, the Regulated Investment Company Modernization Act of
2010 (the "Act") was enacted. Under the Act, net capital losses may be carried
forward indefinitely, and their character is retained as short-term and/or long-
term losses. Previously, net capital losses were carried forward for eight years
and treated as short-term losses. As a transition rule, the Act requires that
post-enactment net capital losses be used before pre-enactment net capital
losses. As a result of this ordering rule, pre-enactment capital loss
carryforwards may expire unused, whereas under the previous rules these losses
may have been utilized. This change is effective for fiscal years beginning
after the date of enactment.
The Fund has reviewed the tax positions for each of the three open tax
years as of December 31, 2011 and has determined that no provision for income
tax is required in the Fund's financial statements. The Fund's federal tax
returns for the prior three fiscal years remain open subject to examination by
the Internal Revenue Service.
NOTE K-SECURITIES LENDING
The Fund may seek additional income by lending portfolio securities to
qualified institutions. The Fund will receive cash 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, 2011, the value of securities loaned and the value of collateral was
$2,956,948 and $3,056,557, respectively. During the year ended December 31,
2011, income from securities lending amounted to $8,928.
Page 18
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE L-FAIR VALUE MEASUREMENTS
Accounting Standards Codification ASC 820, "Fair Value Measurements and
Disclosures" (ASC 820) established a fair value hierarchy that distinguishes
between market data obtained from independent sources (observable inputs) and
the Fund's own market assumptions (unobservable inputs). The inputs or
methodologies used for valuing securities are not necessarily an indication of
the risk associated with investing in those securities. The various inputs that
may be used to determine the value of the Fund's investments are summarized in
the following fair value hierarchy:
Level 1 - Unadjusted quoted prices in active markets for identical
securities.
Level 2 - Other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 - Significant unobservable inputs (including the Fund's own
assumptions used to determine the fair value of investments).
The following table summarized the Fund's investment as of December 31,
2011, based on the inputs used to value them.
<Table>
<Caption>
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
----------- ------- ------- -----------
Common Stock............. $76,981,344 -- -- $76,981,344
Cash Equivalents......... $ 3,056,557 -- -- $ 3,056,557
Repurchase Agreement..... -- -- -- --
----------- -- -- -----------
$80,037,901 -- -- $80,037,901
</Table>
Page 19
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Trustees and Shareholders of
Northeast Investors Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Northeast Investors Growth Fund (the Fund), including the schedule of
investments, as of December 31, 2011, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five 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.
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, 2011, by correspondence with the custodian.
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 at December 31, 2011, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and its financial highlights for each of
the five years in the period then ended, in conformity with U.S. generally
accepted accounting principles.
LOGO
Boston, Massachusetts
February 27, 2012
Page 20
TRUSTEES AND OFFICERS
TRUSTEES & OFFICERS
The Trustees of the Fund are William A. Oates Jr., John C. Emery, Michael
Baldwin, and F. Washington Jarvis. Under Massachusetts law, the Trustees are
generally responsible for 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 100
High Street, Suite 1000, Boston, MA 02110-2301.
<Table>
<Caption>
PRINCIPAL
OCCUPATION(S)
AND OTHER DIRECTORSHIPS
DURING THE PAST
NAME/AGE/SERVICE * POSITION FIVE YEARS
------------------ -------- -----------------------
INTERESTED TRUSTEES AND FUND OFFICERS
William A. Oates, Jr. ** Trustee and President Trustee and President of
Age: 69 Northeast Investors
Years of Service: 31 Growth Fund; President
and Director of
Northeast Investment
Management, Inc.;
President and Director
of Northeast Management
& Research Co., Inc.;
Robert B. Minturn Clerk; Vice President; Officer of Northeast
Age: 72 Chief Legal Officer Investors Trust,
Years of Service: 31 Northeast Investors
Growth Fund (Trustee
until Nov. 2008) and
Northeast Investment
Management, Inc.
Robert M. Kane Chief Compliance Officer Fund Accountant of
Age: 36 *** Northeast Investors
Years of Service: 11 Growth Fund
John F. Francini, Jr Chief Financial Officer Officer of Northeast
Age: 43 ***; Portfolio Manager Investors Growth Fund;
Years of Service: 4 Officer of Northeast
Investment Management,
Inc.
Nancy M. Mulligan Portfolio Manager Officer of Northeast
Age: 44 Investors Growth Fund;
Years of Service: 4 Officer of Northeast
Investment Management,
Inc.
INDEPENDENT TRUSTEES
John C. Emery Trustee Of Counsel, Law Firm of
Age: 81 Sullivan & Worcester
Years of Service: 31 LLP; President of Boston
Investment Company
Michael Baldwin Trustee Partner, Baldwin
Age: 71 Brothers, Registered
Years of Service: 12 Investment Advisor
F. Washington Jarvis Trustee Headmaster Emeritus at
Age: 72 Roxbury Latin School;
Years of Service: 8 Director, ELM Program,
Yale Divinity School
</Table>
--------
* The Trustees serve until their resignation or the appointment of a
successor and the officers serve at the pleasure of the Trustees.
** Mr. Oates is an interested Trustee because of his affiliation with the
Fund's investment adviser.
*** Effective September 1, 2011
Page 21
Trustees
--------------------------------------------------------------------------------
William A. Oates, Jr.
John C. Emery
Michael Baldwin
F. Washington Jarvis
Officers
--------------------------------------------------------------------------------
William A. Oates, Jr., President
Robert B. Minturn, Vice President, Clerk & Chief Legal Officer
Robert M. Kane, Chief Compliance Officer
John F. Francini, Vice President & Chief Financial Officer
Nancy M. Mulligan, Vice President
Investment Advisor
--------------------------------------------------------------------------------
Northeast Management & Research Company, Inc.
100 High Street
Boston, Massachusetts 02110
Custodian
--------------------------------------------------------------------------------
State Street Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02111
Legal Counsel
--------------------------------------------------------------------------------
Wilmer Cutler Pickering Hale
and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Transfer Agent
--------------------------------------------------------------------------------
ALPS Fund Services, Inc.
1290 Broadway Suite 1100
Denver, Co 80203
Independent Registered Public Accounting Firm
--------------------------------------------------------------------------------
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072
This report and the financial statements contained herein are submitted for the
general information of the shareholders of the Fund. This report is not
authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective prospectus. Past performance is not predictive
of future results. You may lose money by investing in the Fund. The
information in this letter should not be construed as a recommendation to
purchase or sell a particular security, and there is no assurance the securities
described remain part of the Fund's portfolio today.
For a free copy of the Fund's proxy voting guidelines and proxy voting record
visit www.northeastinvest.com/growthfund/proxypolicy.shtml, call 855-755-NEIG
(6344) 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
100 High Street
Boston, Massachusetts 02110
855-755-NEIG (6344)
www.northeastinvest.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 is filed as Exhibit to registrant's Report on this Form N-CSR
for its fiscal year ended December 31, 2011. 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. The registrant's trustee who is
considered to be an "interested person" as defined in Section 2(a)(19) under the
Investment Company of 1940, as amended, does 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, 2011 and December 31, 2010 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 $75,000,
and $52,410 respectively.
(b) Audit-Related Fees The aggregate fees billed for the
registrant's fiscal year ended December 31, 2011 and December 31, 2010 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 $21,800 and
$21,270 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, 2011 and December 31, 2010 for professional
services rendered by the registrant's principal accountant for tax matters were
$8,800 and $8,760 respectively. Such services consisted of the preparation of
the registrant's federal income and excise tax returns.
(d) Other Fees. During the fiscal years ended December 31, 2011
and 2010 the aggregate fees billed for other services rendered by the
registrant's principal accountant were $0.
(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 for its fiscal year
ended December 31, 2011 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.CODE ETH A copy of the Code of Ethics For Principle Executive and
Senior Financial Officers
(b) 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.
(c) 99.906 CERT 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 6, 2012
By (Signature and Title)
John F. Francini
Chief Financial Officer
(principal financial officer)
Date: March 6, 2012
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 6, 2012
By (Signature and Title)
John F. Francini
Chief Financial Officer
(principal financial officer)
Date: March 6, 2012