Form 485APOS NORTHEAST INVESTORS GROW

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[   ]
	Pre-Effective Amendment No.	[   ]
	Post-Effective Amendment No. 47	[X]

	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[   ]
	Amendment No. 49	[X]

Corporate Headquarters	Shareholder Services
100 High Street, Suite 1000	P.O. Box 2168
Boston, Massachusetts 02110	Denver, Colorado 80201
www. northeastinvestorsgrowthfund.com	1-855-755-NEIG (6344)

Table of Contents	Page
SUMMARY SECTION	2
FUND PROFILE	6
Investment Objective	6
Principal Investment Strategies	6
Non-Principal Investment Strategies	6
Principal Risks	6
Suitability	7
Portfolio Holdings	7
FUND MANAGEMENT	7
Northeast Management and Research Company, Inc.	7
Transfer Agent	8
Management Fee and Expenses	8
Sales Without "Sales Charge"	8
SHAREHOLDER INFORMATION	9
General Information	9
Account Registrations	9
Purchasing Shares	9
How to purchase shares	10
Redeeming Shares	11
Computing Net Asset Value	12
Short-Term Trading	12
Dividends and Distributions	13
Tax Consequences	13
FINANCIAL HIGHLIGHTS	16
ADDITIONAL INFORMATION	17

Shareholder Fees		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
(Fees Paid Directly From Your Investment)
Maximum Sales Charge (Load)		Management Fee	0.69%
Imposed on Purchases	None	Distribution (12b-1 Fees)	None
Maximum Deferred Sales		Other Expenses	0.74%
Charge (Load)	None	Total Annual Fund Operating Expenses	1.43%
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends	None
Redemption Fee	None
Wire Transfer Fee	$10

Although your actual costs may be higher or lower, based on these assumptions your costs would be:	1 year	3 years	5 years	10 years
	$146	$452	$781	$1,711

Northeast Investors Growth Fund	1 Year	5 Years	10 Years
Return before taxes	4.39%	10.26%	4.14%
Return after taxes on distributions	3.03%	7.65%	2.69%
Return after taxes on distributions and sale of Fund shares	3.62%	8.04%	3.26%
Standard & Poor's 500 Index1	11.96%	14.66%	6.95%

By regular mail	By overnight mail
Northeast Investors Growth Fund	Northeast Investors Growth Fund
P.O. Box 2168	ALPS Fund Services, Inc.
Denver, CO 80201	Attn: Transfer Agency
	1290 Broadway, Suite 1100
	Denver, CO 80203

By regular mail	By overnight mail
Northeast Investors Growth Fund	Northeast Investors Growth Fund
P.O. Box 2168	ALPS Fund Services, Inc.
Denver, CO 80201	Attn: Transfer Agency
	1290 Broadway, Suite 1100
	Denver, CO 80203

By regular mail	By overnight mail
Northeast Investors Growth Fund	Northeast Investors Growth Fund
P.O. Box 2168	ALPS Fund Services, Inc.
Denver, CO 80201	Attn: Transfer Agency
	1290 Broadway, Suite 1100
	Denver, CO 80203

		YEAR ENDING DECEMBER 31,
		2016				2015				2014				2013				2012
NET ASSET VALUE, BEGINNING OF YEAR		$	15.30			$	16.58			$	17.26			$	16.67			$	16.22
INVESTMENT OPERATIONS
Net investment income(a)			0.04				0.04				(0.05	)			0.04				0.08
Net realized and unrealized gain (loss) on investments			0.63				0.70				1.01				4.23				1.94
Total from investment operations			0.67				0.74				0.96				4.27				2.02
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income			(0.04	)			(0.04	)			--				(0.08	)			(0.10	)
From net realized gains			(0.84	)			(1.98	)			(1.64	)			(3.60	)			(1.47	)
Total Distributions			(0.88	)			(2.02	)			(1.64	)			(3.68	)			(1.57	)
NET ASSET VALUE, END OF YEAR		$	15.09			$	15.30			$	16.58			$	17.26			$	16.67
TOTAL RETURN(b)			4.32	%			4.41	%			5.47	%			26.11	%			12.42	%
Ratios & Supplemental Data
Net assets end of year (in 000s)		$	51,929			$	57, 593			$	65,981			$	76,054			$	73,016
Ratio to average daily net assets:
Expenses			1.43	%			1.30	%			1.25	%			1.23	%			1.38	%
Net investment income			0.25	%			0.22	%			(0.29	)%			0.22	%			0.44	%
PORTFOLIO TURNOVER RATE			20	%			28	%			58	%			82	%			36	%

NORTHEAST INVESTORS GROWTH FUND

Corporate Headquarters		Shareholder Services
100 High Street, Suite 1000		P.O. Box 2168
Boston, Massachusetts 02110		Denver, Colorado 80201
www.northeastinvestorsgrowthfund.com		1-855-755-NEIG (6344)

SHARES OF BENEFICIAL INTEREST

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2017

Trading Symbol - NTHFX

This Statement of Additional Information supplements the Prospectus for the Fund dated May 1, 2017and should be read in conjunction with the Prospectus. A copy of the Prospectus may be obtained from the Fund at the above address, by calling the telephone number above or by visiting our website at www.northeastinvestorsgrowthfund.com. This Statement of Additional Information is not a Prospectus.

Table of Contents	Page
THE FUND	2
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS; GENERAL INFORMATION	2
TRUSTEES AND OFFICERS	4
ADVISORY AND SERVICE CONTRACT	8
ADMINISTRATION AGREEMENT	8
CUSTODIAN, TRANSFER AGENT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	9
BROKERAGE	9
PRICE AND NET ASSET VALUE	10
SHAREHOLDER PLANS	10
TAX-ADVANTAGED RETIREMENT PLANS	11
DIVIDENDS, DISTRIBUTIONS & FEDERAL TAXES	11
CAPITAL SHARES	15
PROXY VOTING GUIDELINES	16
HISTORICAL PERFORMANCE INFORMATION	18
FINANCIAL STATEMENTS	19

THE FUND

Northeast Investors Growth Fund, herein called the Fund, is a diversified open-end management company originally organized in 1980 under the laws of The Commonwealth of Massachusetts as a corporation and converted to a Massachusetts business trust in 1987.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS; GENERAL INFORMATION

The Fund's objective is to produce long-term capital appreciation for its shareholders. This objective is pursued through a flexible policy emphasizing investments in common stocks.

In response to adverse market or economic conditions, the Fund may invest for relatively short periods of time in short-term, highly liquid securities with maturities of 180 days or less, or bank deposits. These securities may include commercial paper or securities issued or guaranteed by the U.S. Government. This would be likely to happen when management believes that liquidity is highly desirable in response to adverse market or economic conditions and that therefore the Fund should adopt a temporary defensive policy. The Fund may also invest in securities convertible into common stocks, preferred stocks, corporate bonds, warrants or money market instruments.

Bank Deposits

The Fund may invest in a federally insured interest bearing bank deposit account in order to meet cash needs, both actual and anticipated. For this purpose the Fund will utilize Union Bank’s Institutional Deposit Account II (“ITDA-II”). ITDA-II is a federally insured interest bearing bank deposit account. The interest rate is based on market conditions and is determined at the bank’s discretion. The applicable interest rate may change as often as daily. Interest accrues on the principal amount in the account each day and is credited monthly. The Federal Deposit Insurance Corporation (“FDIC”) insures deposits of federally insured banks and savings and loan associations up to $250,000. The Fund anticipates holding cash in ITDA-II at levels which - at times – will exceed the FDIC limit.

Cyber Security Risk

As the use of technology has become more prevalent in the course of business, the Fund has become more susceptible to operational, financial and information security risks resulting from cyber-attacks and/or technological malfunctions. Cyber-attacks have occurred and will continue to occur. Cyber-attacks include - among other things - the attempted theft, loss, misuse, improper release, corruption or destruction of, or unauthorized access to, confidential or highly restricted data relating to the Fund and its shareholders; and attempted compromises or failures to systems, networks, devices and applications relating to the operations of the Fund and its service providers. Cyber security breaches may result from unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) or from outside attacks, such as denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users).

Successful cyber-attacks and/or technological malfunctions affecting the Fund or its service providers (including, but not limited to, its investment adviser, administrator, transfer agent and custodian or their agents) can result in: financial losses to the Fund and its shareholders; the inability of the Fund to transact business with its shareholders; delays or mistakes in the calculation of the Fund’s net asset value or other materials provided to shareholders; the inability to process transactions with shareholders or other parties; the release of private shareholder information or confidential Fund information; violations of privacy and other laws; regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. Similar types of cyber security risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investment therein to lose value. While measures have been developed which are designed to reduce the risks associated with cyber security, there are inherent limitations in such measures and there is no guarantee those measures will be effective, particularly since the Fund does not directly control the cyber security measures of its service providers, financial intermediaries and companies in which it invests or with which it does business.

Fund Policies

In pursuing this objective it is the fundamental policy of the Fund not to engage in any of the following activities or investment practices. These restrictions may not be changed without the approval of a majority of the outstanding shares. The Fund may not: (1) Purchase the securities of any issuer if such purchase, at the time thereof, would cause more than 5% of the value of the Fund's total assets at market value to be invested in the securities of such issuer (other than obligations of the U.S. Government and its instrumentalities); (2) Purchase the securities of any issuer if such purchase, at the time thereof, would cause more that 10% of any class of securities, or of the outstanding voting securities, of such issuer to be held in the Fund's portfolio; (3) Purchase securities of other investment companies except in the open market where no commission other than the ordinary broker's commission is paid, or as part of a merger, and in no event may investments in such securities exceed 10% of the value of the total assets of the Fund. The Fund may not purchase or retain securities issued by another open-end investment company; (4) Purchase any securities if such purchase, at the time thereof would cause more than 25% of the value of the Fund's assets to be invested in securities of companies in any one industry; (5) Invest in the securities of companies which, including predecessors, have a record of less than three years continuous operation, although it may invest in the securities of regulated public utilities or pipe-line companies which do not have such a record; (6) Purchase any securities or other property on margin, engage in short sales (unless by virtue of its ownership of other securities equivalent in kind and amount to the securities sold without incurring additional costs) or purchase or sell puts or calls, or combinations thereof; (7) Invest in companies for the purpose of exercising control or management; (8) Buy or sell real estate, commodities or commodity (futures) contracts unless acquired as a result of ownership of securities; (9) Underwrite securities issued by others; (10) Make loans to other persons (except by purchase of bonds and other obligations constituting part of an issue, limited, in the case of privately offered securities, to 10% of the Fund's total assets). However, the Fund may lend its portfolio securities to broker-dealers or other institutional investors if, as a result thereof, the aggregate value of all securities loaned does not exceed 33 1/3% of the total assets of the Fund; (11) Purchase or retain securities issued by an issuer if the officers, Trustees and Directors of the Fund and of the Adviser, together, own beneficially more than 5% of any class of securities of such issuer; (12) Issue senior securities, except that the Fund may borrow from banks to raise money for investment or to meet redemption requests in an amount which does not exceed 25% of the Fund's total assets.

In addition, the Fund may not purchase warrants in excess of 5% of the value of the Fund's net assets. Included within that amount, but not to exceed 2% of the value of the Fund's net assets, may be warrants which are not listed on the New York or American Stock Exchange. Warrants acquired by the Fund at any time in units or attached to securities are not subject to this restriction.

The Fund will not purchase securities which are not readily marketable (including repurchase agreements with maturities in excess of seven days) if such purchase, at the time thereof, would result in more than 10% of the Fund's net assets being invested in such securities.

The restrictions in the two preceding paragraphs are not fundamental and may be changed by the Board of Trustees without shareholder approval or notification.

  

The Fund does not intend to engage in trading for short-term profits, and portfolio turnover will be limited in accordance with the Fund's objective of producing long-term capital appreciation. This does not, however, preclude an occasional investment for the purpose of short-term capital appreciation. During the fiscal years ended December 31, 2016 and 2015 the rates of total portfolio turnover were 20% and 28% respectively. Although investment policy or changed circumstances may require, in the opinion of management, an increased rate of such portfolio turnover, the Adviser does not anticipate that such turnover will be substantially in excess of that experienced by the Fund in recent years.

The Fund has adopted policies and procedures with respect to the disclosure of portfolio securities. The Fund will file a complete portfolio schedule with the SEC on form N-CSR within ten (10) days of the transmission to shareholders of any annual or semiannual report; these are generally transmitted within sixty (60) days after the close of the fiscal period covered by the report. The Fund will also file a complete portfolio schedule with the SEC on form N-Q not later than sixty (60) days after the close of the first and third fiscal quarters. The Fund will not make available any other schedule of portfolio holdings to any person or institution other than in the ordinary course of business, such as to certain third party providers for services which require access the Fund's portfolio. For example, our independent registered public accounting firm performs annual audits which require access to the Fund's portfolio. Also the Fund's custodian and transfer agent maintain an up-to-date list of the Fund's holdings. Each of these parties is contractually and ethically prohibited from sharing or trading on the Fund's portfolio information. The Fund may also make quarterly portfolio holdings available to ranking or ratings agencies, but only after the information has been filed with the SEC or posted on our website. No arrangements for selective disclosure of portfolio holdings outside of this policy currently exist, and it is the Fund's policy not to honor any requests for such disclosure. The Fund does not receive any compensation for holdings information.

The Fund and its investment adviser have adopted a Code of Ethics governing personal securities transactions by persons (access persons) associated with the Fund who have access to information about its investment operations. The Code does permit Fund and advisor personnel to make investments for their own accounts but requires pre-approvals for certain types of investments and – by law - systematic reporting. The Code of Ethics of the Fund is on file as an exhibit to this registration statement and may be obtained through the Securities Exchange Commission.

 

TRUSTEES AND OFFICERS

Independent Trustees
Michael Baldwin Age: 76 Years of Service:17	Trustee	Partner, Baldwin Brothers, Registered Investment Advisor
John C. Emery Age: 86 Years of Service: 36	Trustee	Counsel, Law Firm of Sullivan & Worcester LLP; President of Boston Investment Company
F. Washington Jarvis Age: 77 Years of Service: 13	Trustee	Director, ELM Program, Yale Divinity School; Headmaster Emeritus, Roxbury Latin School

*	The Trustees serve until their resignation or the appointment of a successor and the officers serve at the pleasure of the Trustees.

**	Ms. Mulligan  is an interested Trustee because of her affiliation with the Fund’s investment adviser.

***	None of the Trustees are directors or trustees of any other affiliated or unaffiliated registered investment companies nor do they hold directorships in other public companies.

 

The Trustees

 

 

Michael Baldwin (Independent Trustee)

After previously working at Morgan Guaranty, in 1974 Mr. Baldwin founded Baldwin Brothers Inc., an asset manager servicing both private accounts and private investment companies.

John Emery (Independent Trustee)

Mr. Emery became a partner in the law firm of Sullivan and Worcester, LLP in 1968; he counsels clients on all issues relating to their wills, trusts and gifts with particular emphasis on taxation. He also settles estates and administers trusts.

F. Washington Jarvis (Independent Trustee)

Mr. Jarvis served for 30 years as Headmaster of Roxbury Latin School, where he was responsible for executive and management oversight of all aspects of the School. He is currently Director, ELM Program, Yale Divinity School.

 

The Board/Committees

 

The Fund’s Board of Trustees (the “Board”) is comprised of four Trustees, three of whom (75%) are Independent Trustees.  The Board has overall responsibility for overseeing the investment program of the Fund and its management and operations and for engaging an investment adviser that is responsible for the day-to-day management of the Fund’s portfolio.  The Board exercises the powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the directors of an investment company registered under the 1940 Act organized as a Massachusetts business trust and has authority to oversee and establish policies regarding the management, conduct and operation of the Fund’s business. The Board has appointed Ms. Mulligan, an Interested Trustee, to serve in the role of Chairman.  The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board.  The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members generally between meetings.  The Chairman may perform such other functions as may be requested by the Board from time to time.  Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, the designation of a person as Chairman does not impose on such person any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

Trustees Who Are Not “Interested Persons” of the Fund
Michael Baldwin	$10,001 - $50,000	$10,001 - $50,000
John C. Emery	Over $100,000	Over $100,000
F. Washington Jarvis	Over $100,000	Over $100,000

Name	Address	Percentage Ownership of Record
SEI PRIVATE TRUST COMPANY	1 FREEDOM VALLEY DR OAKS, PA 19456	10.01%
NATIONAL FINANCIAL SERVICES, LLC	82 DEVONSHIRE ST MAIL ZONE ZE7F BOSTON, MA 02109	7.09%

Name and Position	Aggregate Compensation Paid by the Fund
Michael Baldwin, Trustee	$10,000
John C. Emery, Trustee	$10,000
F. Washington Jarvis, Trustee	$10,000
Nancy M. Mulligan, Trustee & President	$0.00
Robert B. Minturn, Clerk & Vice President	$0.00
John F. Francini, Jr., Chief Financial Officer	$0.00
Richard G. Manoogian, Chief Compliance Officer	$0.00
Robert M. Kane, Vice President	$0.00

PART C: OTHER INFORMATION

Item 28. Exhibits

(a)	Restated Agreement and Declaration of a Massachusetts business trust as amended through 1987 (filed with   Post-Effective Amendment No. 28 and incorporated by reference herein).
(b)	Not Applicable
(c)	Reference is made to Form of Certificate representing shares of beneficial interest (filed with Post-Effective Amendment No. 28 and incorporated by reference herein) and to Article VIII of the Restated Agreement and Declaration of a Massachusetts business trust as amended through 1987 (filed with Post-Effective Amendment No. 28 and incorporated by reference herein).
(d)	Interim Advisory and Service Contract dated February 16, 2017, filed herewith.
(e)	Not Applicable
(f)	Not Applicable
(g)(1)	Form of Custodian Agreement (filed with Post-Effective Amendment No. 41 and incorporated by reference herein).
(g)(2)	Form of Fee Schedule to the Custodian Agreement (filed with Post-Effective Amendment No. 41 and incorporated by reference herein).
(h)(1)	Fund Administration Agreement (filed with Post-Effective Amendment No. 39 and incorporated by reference herein).
(h)(2)	Fund Accounting and Services Agreement (filed with Post-Effective Amendment No. 39 and incorporated by reference herein).
(h)(3)	Transfer Agency and Services Agreement (filed with Post-Effective Amendment No. 39 and incorporated by reference herein).
(h)(4)	Powers of Attorney, filed herewith.
(i)	Legal Opinion as to Due Authorization and Issuance of Shares (filed with Post-Effective Amendment No. 39 and incorporated by reference herein.
(j)(1)	Legal Consent (Not Applicable).
(j)(2)	Consent of Independent Registered Public Accounting Firm (filed herewith).
(k)	Not Applicable
(l)	Not Applicable
(m)	Not Applicable
(n)	Not Applicable
(o)	Not Applicable
(p)	Code of Ethics (filed with Post-Effective Amendment No. 39 and incorporated by reference herein).

Item 29. Persons Controlled by or Under Common Control With Registrant

Not Applicable

Item 30. Indemnification

Registrant's Declaration of Trust contains the following provisions:

"Each person who is or has been a Trustee or beneficiary of the Trust shall be indemnified by the Trust against expenses reasonably incurred by him in connection with any claim or in connection with any action, suit or proceeding to which he may be a party, by reason of his being or having been a Trustee or beneficiary of the Trust. The term expenses includes amounts paid in satisfaction of judgments or in settlement other than amounts paid to the Trust itself. Except as hereinafter provided the Trust shall not, however, indemnify such Trustee or beneficiary if there is a claim of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, unless there is an adjudication of freedom from such charges. In the case of settlement or in the case of an adjudication in which the existence of such aforesaid charges if not established, the Trustees shall, prior to authorizing reimbursement for any such settlement or adjudication, determine that the Trustee or beneficiary is not liable to the Trust or its beneficiaries for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. In making such determination the Trustees may be guided, in their discretion, by an opinion of counsel. Such determination by the Trustees, however, shall not prevent a beneficiary from challenging such indemnification by appropriate legal proceedings. The foregoing right of indemnification shall be in addition to any other rights to which any such Trustee or beneficiary may be entitled as a matter of law."

The Registrant has been advised that in the opinion of the Securities and Exchange Commission provisions providing for the indemnification by a Massachusetts business trust of its officers and trustees against liabilities imposed by the Securities Act of 1933 are against public policy, as expressed in said Act, and are therefore unenforceable. It is recognized that the above-quoted provisions of the Registrant's Declaration of Trust may be sufficiently broad to indemnify officers and trustees of the Registrant against liabilities arising under said Act. Therefore, in the event that a claim of indemnification against liability under said Act (other than the payment by the Registrant of expenses incurred or paid by an officer or trustee of the Registrant in the successful defense of any action, suit or proceeding) shall be asserted by an officer or trustee under said provisions, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in said Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

Name of Northeast Management & Research Co., Inc. ("NMR") Officer, Director or Partner	Other business or employment of substantial nature in past two fiscal years (outside of NMR)	Principal business address
Nancy M. Mulligan President & Director of NMR	Northeast Investment Management, Inc. (“NIM”) President and Director	100 High Street Boston, MA 02110
John F. Francini, Jr. Vice President, Treasurer & Director of NMR	Director and Officer of NIM	100 High Street Boston, MA 02110
Richard G. Manoogian Vice President & Chief Compliance Officer of NMR	Director and Chief Compliance Officer of NIM	100 High Street Boston, MA 02110

Item 32. Principal Underwriters

Not Applicable

Item 33. Location of Accounts and Records

Accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained at the offices of the Registrant, 100 High Street, Boston, Massachusetts and records relating to the duties of the Registrant’s transfer agent and fund accounting agent are maintained by ALPS, 1290 Broadway, Suite 1100, Denver, CO 80203.

Item 34. Management Services

None

Item 35. Undertakings

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on March 1, 2017.

NORTHEAST INVESTORS GROWTH FUND

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

SIGNATURE	TITLE	DATE
/S/ Nancy M. Mulligan	Trustee and person performing functions	March 1, 2017
Nancy M. Mulligan*	of principal executive officer
/S/John F. Francini, Jr.	Chief Financial and Accounting officer	March 1, 2017
John F. Francini, Jr.*
/S/John C. Emery	Trustee	March 1, 2017
John C. Emery*
/S/Michael Baldwin	Trustee	March 1, 2017
Michael Baldwin*
/S/F. Washington Jarvis	Trustee	March 1, 2017
Washington Jarvis*

 

*	Signature affixed by Richard G. Manoogian pursuant to powers of attorney filed herewith.

	EXHIBIT INDEX
Exhibit	Document Title
(d)	Interim Advisory and Service Contract
(h)(4)	Powers of Attorney
(j)(2)	Auditor Consent

 

5

  

ADVISORY AND SERVICE CONTRACT

 

AGREEMENT made this 16^th day of February 2017 between NORTHEAST INVESTORS GROWTH FUND, a Massachusetts business trust (the "Fund") and NORTHEAST MANAGEMENT & RESEARCH COMPANY, INC., a Massachusetts corporation (the "Adviser").

 

WITNESSETH: in consideration of the promises made in this agreement, the parties hereto are mutually agreed as follows:

 

1.          Duties of Adviser.  The Fund hereby employs the Adviser to furnish to the Fund such management, investment advisory, bookkeeping, statistical and research facilities and services as may be required from time to time by the Fund, subject to the supervision of the Fund's trustees for the period and on the terms set forth in this agreement.  The investment of funds shall be subject to all applicable restrictions of the Declaration of Trust and By-Laws of the Fund, each as from time to time amended and to any policies which may from time to time be established by the Fund's trustees.  The Adviser hereby accepts such employment and agrees during the term of this agreement, at its own expense, to render the services and to assume the obligations set forth in this agreement, for the compensation provided.

 

2.          Allocation of Charges and Expenses.

 

A.          Allocable to the Fund

 

The Fund assumes and shall pay all charges and expenses (including initial costs and charges of the Fund incurred in connection with its organization and the commencement of its operations) which may be properly payable by it and, in addition, those that are not hereinafter specified to be paid by Adviser, including, without limitation:

 

(a)          charges and expenses of any custodian or depository appointed by the Fund for safekeeping of its cash, portfolio securities and other property;

 

(b)          the charges and expenses of its auditors;

 

(c)          the charges and expenses of any stock transfer or dividend disbursing functions or of any stock transfer or dividend disbursing agent or agents appointed by the Fund;

 

(d)          broker' commissions chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party;

 

(e)          all taxes, including issuance and transfer taxes, and corporate fees payable by the Fund to federal, state or other governmental agencies;

(f)          the cost of share certificates representing shares of the Fund;

 

(g)          the costs of issue, sales, repurchase and redemption of the Fund's shares;

 

(h)          all fees and other governmental charges involved in registering and maintaining registrations of the Fund and of its shares with the Securities and Exchange Commission and various states and other jurisdictions;

 

(i)          costs and expenses involved n complying with the laws and regulations of all governmental bodies regulating the Fund and the issue and sale of its securities;

 

(j)          all costs and expenses involved in preparing, printing and distributing prospectuses, except those used in soliciting new accounts;

 

(k)          all expenses of shareholders' and trustees' meetings and of preparing, printing and mailing proxy statements, notices and reports to shareholders;

 

(l)          fees and travel expenses of trustees of the fund who are not affiliated with the Adviser;

 

(m)         charges and expenses of legal counsel in connection with matters relating to the Fund;

 

(n)          association dues;

 

(o)          postage;

 

(p)          the cost of premiums on the bonds of the Fund's officers, employees and others engaged, directly or indirectly, in activities relating to the business of the Fund; and

 

(q)          the salaries of employees of the Fund engaged in the foregoing activities.

 

B.          Allocable to Adviser

 

Adviser shall:

 

(a)          Furnish without expense to Fund the services of such members of its organization as may be duly elected officers or trustees of Fund;

(b)          Pay all executive officers' salaries, if any, and executive expenses and office rent of the Fund required in the management of the affairs of the Fund;

 

(c)          pay all expenses in performing the investment advisory duties specified;

 

(d)          provide bookkeeping services and calculate the net asset value of the Fund's shares; and

 

(e)          In addition to the foregoing, the Adviser in its discretion but with approval of Fund's trustees may assume and pay, or reimburse Fund for, all or part of certain of the charges and expenses allocable to Fund as specified in Section 2 herein, for a reasonable period in order to maintain a more reasonable ratio of expenses to assets of Fund.  However, it is expressly understood that any such action by Adviser is entirely voluntary and the payment by Adviser of any such charges and expenses allocable to Fund under said Section 2 during any month of any year in no way obligates Adviser to continue to pay such charges and expenses in subsequent accounting periods.

 

The services of the Adviser to the Fund hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services hereunder are not impaired.

 

3.          Compensation of the Adviser.  For the services to be rendered, and the payments to be made by the Adviser, as provided in Section 1 and 2 of this agreement, for each calendar month, the Fund shall pay to the Adviser on the last day of such calendar month a fee of 1/2 of one percent of the average net asset value of the Fund to and including $10,000,000 1/16 of one percent of the average net asset value of the Fund in excess of $10,000,000 to and including $30,000,000 and 1/24 of one percent of the average net asset value of the Fund in excess of $30,000,0000, such average net asset value to be the average of the net asset value, determined as of the close of business on each business day during such month pursuant to the provisions of the Declaration of Trust, of all the issued and outstanding shares of the Fund.

 

For the month in which this agreement terminates, there shall be an appropriate proration on the basis of the number of days that the agreement is in effect during such month.

 

4.          Affiliations of Personnel of Investment Adviser.  It is understood that the trustees, officers, agents and shareholders of the Fund are or may be interested in the Adviser as directors, officers, or stockholders or otherwise, and that the directors, officers and stockholders of the Adviser are or may be interested in the Fund as trustees, officers, agents, shareholders, or otherwise.  In connection with purchases or sales of portfolio securities for the account of the Fund neither the Adviser nor any director or officer of the Adviser shall act as a principal or receive any commission other than its compensation provided for in Section 3 hereof.

5.          Limitation of Liability of the Adviser.  The Adviser shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this agreement.

 

6.          Compliance with Federal Laws, Declaration of Trust and By-Laws, Commission Rules, etc.  This Agreement will be performed in accordance with the requirements of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, to the extent that the subject matter of this Agreement is within the purview of such Acts.  Insofar as applicable to the Adviser as investment adviser, an affiliated person of the Fund or otherwise the Adviser will comply with the provisions of the Declaration of Trust and By-Laws of the Fund, and with the provisions of the Investment Company Act of 1940 and the Rules and Regulations of the Securities and Exchange Commission ("S.E.C.") thereunder.

 

7.          Disclosure of Certain Investments.  The Adviser will furnish to the Fund from time to time, a list setting forth all corporations or other business organizations of which any of its directors or officers own beneficially more than one-half of one percent of the shares, securities or other evidences of interest, together with the name of each such officer or director and a statement describing the extent of his interest in each such corporation or other business organization.

 

8.          Maintenance of Records in the United States.  The Adviser will maintain in the United States and preserve therein for such period or periods as the S.E.C.  shall prescribe by rules and regulations applicable to the investment advisers of investment companies registered under the Investment Company Act of 1940, as amended, such accounts, books and other documents as are necessary or appropriate to record its transactions with the Fund.

 

9.          Duration and Termination of this Agreement.  This agreement shall become effective on the day first above written and shall remain in force until July 14, 2017.  If the holders of a “majority of the outstanding voting securities” (as defined in the Investment Company Act of 1940) of the Fund have voted to approve this agreement on or before July 14, 2017, this agreement will continue in effect for an initial period of two years from that date.  Thereafter this agreement shall continue in effect for successive periods of one year each only so long as such continuance is specifically approved at least annually in accordance with the Investment Company Act of 1940.

 

This agreement may be terminated at any time without the payment of any penalty, by vote of the Fund's trustees or by vote of the holders of a majority of the outstanding shares of the Fund, or by the Adviser, on sixty (60) days written notice to the other party.

This agreement shall automatically terminate in the event of its assignment by the Adviser, the term "assignment" for this purpose having the meaning defined in Section 2(a) (4) of the Investment Company Act of 1940.

 

If at any time during the existence of this agreement the Fund shall deem it necessary or advisable in the best interests of the Fund that an amendment of this agreement be made in order to comply with the recommendations or requirements of the S.E.C.  or other governmental authority or to obtain any advantage under State or Federal tax laws and shall notify the Adviser of the form of amendment which it deems necessary or advisable and the reasons therefor, and if the Adviser declines to assent to such amendment, the Fund may terminate this agreement forthwith by written notice to the Adviser.

 

10.          Amendment of this Agreement.  No Amendment to this agreement shall be effective until approved by vote of a majority of the shares of the Fund.

 

11.          Notices.  Any notice under this agreement shall be in writing, addressed and delivered, or mailed postage paid, to the other party at such address as such other party may designate for the receipt of such notices.  Until further notice to the other party, it is agreed that the address of the Fund and that of the Adviser shall be 100 High Street, Suite 1000, Boston, Massachusetts 02110.

 

12.          Disclaimer of Liability.  The term "Northeast Investors Growth Fund" means and refers to the Trustees from time to time serving under the Amended and Restated Agreement and Declaration of Trust of the Trust dated February 12, 1987, as the same may be subsequently thereto have been, or subsequently hereto be, amended.  It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, stockholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Declaration of Trust of the Trust.

 

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written.

 

	NORTHEAST INVESTORS GROWTH FUND
	By:	/s/ Nancy M. Mulligan
	Its:	President

 

	NORTHEAST MANAGEMENT & RESEARCH COMPANY, INC.
	By:	/s/ John F. Francini, Jr.
	Its:	Treasurer

 

- 5 -

 

EX (h)(4)

POWER OF ATTORNEY

WITH RESPECT TO

NORTHEAST INVESTORS GROWTH FUND

Know all men by these presents that John C. Emery, a Trustee of Northeast Investors Growth Fund (the "Fund"), whose name and signature appears below, constitutes and appoints John F. Francini, Jr., Robert M. Kane and Richard G. Manoogian, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by Trust of which he is now or is on the date of such filing a Trustee of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Fund to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

December 15, 2014

John C. Emery

---

POWER OF ATTORNEY

WITH RESPECT TO

NORTHEAST INVESTORS GROWTH FUND

Know all men by these presents that Michael Baldwin, a Trustee of Northeast Investors Growth Fund (the "Fund"), whose name and signature appears below, constitutes and appoints John F. Francini, Jr., Robert M. Kane and Richard G. Manoogian, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by Trust of which he is now or is on the date of such filing a Trustee of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Fund to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

December 15, 2014

Michael Baldwin

---

POWER OF ATTORNEY

WITH RESPECT TO

NORTHEAST INVESTORS GROWTH FUND

Know all men by these presents that Washington Jarvis, a Trustee of Northeast Investors Growth Fund (the "Fund"), whose name and signature appears below, constitutes and appoints John F. Francini, Jr., Robert M. Kane and Richard G. Manoogian, as his attorneys-in-fact, with power of substitution, and each of them in any and all capacities, to sign (i) any registration statement on Form N-1A, Form N-14 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto, filed by Trust of which he is now or is on the date of such filing a Trustee of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission and any and all amendments thereto, and (iii) any and all other documents and papers, including any exhibits, in connection therewith, and generally to do all such things in his name and on his behalf in the capacities indicated to enable the Fund to comply with the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and the rules thereunder, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

December 15, 2014

Washington Jarvis

Exhibit (j)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 24, 2017, with respect to the financial statements and financial highlights of Northeast Investors Growth Fund appearing in the 2016 Annual Report to Shareholders on Form N-CSR, which are incorporated by reference in this Post-Effective Amendment No. 47 to the Registration Statement No. 002-68483 on Form N-1A (the “Registration Statement”). We consent to the incorporation by reference in the Registration Statement of the aforementioned report and to the use of our name as it appears under the caption “Financial Highlights” in the Prospectus and under the captions “Custodian, Transfer Agent and Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

/s/ GRANT THORNTON LLP

New York, New York

March 1, 2017