September 1, 2011					Procedure #2C


		NORTHEAST INVESTORS GROWTH FUND
		CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
		SENIOR FINANCIAL OFFICERS


I.	Covered Officers/Purpose of the Code

This code of ethics (this "Code") of Northeast Investors Growth Fund
(the "Fund") applies to the Fund's Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer (the "Covered Officers"
each of whom are set forth in Exhibit A) for the purpose of promoting:

-	honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
-	full, fair, accurate, timely and understandable disclosure in reports
and documents that the Fund files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Fund;
-	compliance with applicable laws and governmental rules and regulations;
-	the prompt internal reporting of violations of the Code to the Fund's
Compliance Officer; and
-	accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.	Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest

Overview.  A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund.  For
example, a conflict of interest would arise if a Covered Officer, or a member
of his family, receives improper personal benefits as a result of his position
with the Fund.

Certain conflicts of interest arise out of the relationships between Covered
Officers and the Fund and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 ("Investment Company Act") and the
Investment Advisers Act of 1940 ("Investment Advisers Act").  For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund.  The Fund's compliance
procedures are designed to prevent, or identify and correct, violations of these
provisions.  This Code does not, and is not intended to, repeat or replace these
procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
theFund and its investment adviser, of which the Covered Officers may also be
officers or employees.  As a result, this Code recognizes that the Covered
Officerswill, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund.  Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically.  In addition, it is recognized that
the Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act.  The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive.  The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.


Each Covered Officer must:
-	not use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Fund whereby
the Covered Officer would benefit personally to the detriment of the Fund;
-	not cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
the Fund;
-	not disclose any material non-public information to any third parties;
-	not use material non-public knowledge of portfolio transactions made
or contemplated for the Fund to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;

There are some conflict of interest situations that may be discussed with the
Fund's Compliance Officer, if material.  Examples of these include:

-	service as a director on the board of any public company;
-	the receipt of any entertainment from any company with which the Fund
has current or prospective business dealings unless such entertainment is
business-related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise any question of impropriety;
-	any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than its
investment adviser or any affiliated person thereof;
-	a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund for effecting portfolio transactions or
for selling or redeeming shares other than an interest arising from the
Covered Officer's employment, such as compensation or equity ownership.

III.	Disclosure and Compliance

-	Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Fund;
-	each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Fund to others, whether within or outside the
Fund, including to the Fund's trustees and auditors, and to governmental
regulators and self-regulatory organizations;
-	each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the Fund and
the adviser with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund files with, or
submits to, the SEC and in other public communications made by the Fund; and
-	it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules and
regulations.

IV.	Reporting and Accountability

Each Covered Officer must:
-	upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing that he has received, read, and understands
the Code;
-	not retaliate against any other Covered Officer or any employee of the
Fund or their affiliated persons for reports of potential violations that are
made in good faith; and
-	notify the Compliance Officer promptly if he knows of any violation of
this Code.  Failure to do so is itself a violation of this Code.

The Compliance Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation.  The Compliance Officer may
impose certain restrictions on behavior in order to prevent proposed activities
from giving rise to a conflict of interest and that Covered Officers will be
obligated to act in accordance with such restrictions.  However, any approvals
or waivers sought by the Principal Executive Officer will be considered by the
Fund's Board of Trustees (the "Board").

The Fund will follow these procedures in investigating and enforcing this Code:

-	the Compliance Officer will take all appropriate action to investigate
any potential violations reported to him and may review any potential violations
of the Code with outside counsel;
-	if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take any
further action;
-	any matter that the Compliance Officer believes is a violation will be
reported to the Board and will be recorded by the Compliance Officer and
retained as part of the Fund's records;
-	if the Board concurs that a violation has occurred, it will consider
appropriate action, which may include review of, and appropriate modifications
to, applicable policies and procedures; notification to appropriate personnel
of the investment adviser or its board; or a recommendation to dismiss or
otherwise discipline the Covered Officer; and
-	any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.

V.	Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder.  Insofar as other policies or
procedures of the Fund, or the Fund's adviser, govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code.  The Fund's and its investment adviser's
codes of ethics under Rule 17j-1 under the Investment Company Act are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.  This Code does not supersede or otherwise affect any other code.

VI.	Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent trustees.

VII.	Confidentiality

All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board, the Fund, its adviser and counsel to
any of them.

VIII.	Internal Use
The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.


IX.	Acknowledgement


I have read and understand the foregoing Code of Ethics and will comply in all
respects with its provisions.


___________________________	_____________________
                    Signature	Date


Exhibit A
Persons Covered by this Code of Ethics for Principal Executive and Senior
Financial Officers.

William A. Oates, Jr.	Principal Executive
John F. Francini	Chief Financial Officer