GRF / Eagle Capital Growth Fund, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Eagle Capital Growth Fund, Inc.
US ˙ NYSEAM ˙ US2694511005

Mga Batayang Estadistika
CIK 850027
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Eagle Capital Growth Fund, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 6, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ny20044915x1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary P

March 7, 2024 DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

October 2, 2023 SC 13D/A

GRF / Eagle Capital Growth Fund Inc / SIMS LUKE E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Eagle Capital Growth Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 269451100 (CUSIP Number) Luke E. Sims, 225 East Mason Street, Suite 802, Milwaukee WI 53202-3657; (414) 530-5680 (Name, Address and Telephone Number of Person Au

October 2, 2023 SC 13D

GRF / Eagle Capital Growth Fund Inc / Sims David C - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Eagle Capital Growth Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 269451100 (CUSIP Number) David C. Sims, 225 East Mason Street, Suite 802, Milwaukee WI 53202-3657; (414) 530-5680 (Name, Address and Telephone Number of Person Author

June 20, 2023 CORRESP

225 East Mason Street

225 East Mason Street Suite 802 Milwaukee, WI 53202-3657 www.eaglecapitalgrowthfund.com June 9, 2023 Mr. Kenneth Ellington [Email: [email protected]] Staff Accountant U. S. Securities and Exchange Commission Division of Investment Management, Disclosure Review and Accounting Office 100 F. Street, N.E. Washington, D.C. 20549 Re: Eagle Capital Growth Fund, Inc. (NYSE American: GRF) (“Fund”) Mr. Ell

March 20, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

December 5, 2022 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2022 EAGLE CAPITAL GROWTH FUND, INC. (Exact name of registrant as specified in its charter) MARYLAND 811-05807 31-1274796 (State or Other Jurisdiction of Incorporation) (C

December 5, 2022 EX-99.1

December 5, 2022

Exhibit 99.1 December 5, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K of Eagle Capital Growth Fund, Inc. dated December 5, 2022, and agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein. Very truly yours, /s

October 28, 2022 NPORT-EX

SCHEDULE OF INVESTMENTS

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of September 30, 2022) (unaudited) Common Stocks (88.3% of Total Investments) LEVEL ONE Industry Shares Cost Market Value % Total Inv. Advertising Alphabet, Inc. A* 17,000 $ 1,464,392 $ 1,626,050 MediaAlpha, Inc.* 40,000 804,160 350,000 $ 1,976,050 5.4 % Bank JPMorgan Chase & Co 3,000 390,311 $ 313,500 Wells Fargo

April 11, 2022 NPORT-EX

SCHEDULE OF INVESTMENTS

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of March 31, 2022) (unaudited) Common Stocks (89.8% of Total Investments) LEVEL ONE Industry Shares Cost Market Value % Total Inv. Advertising Alphabet, Inc. A* 500 $ 583,844 $ 1,031,260 MediaAlpha, Inc. * 20,000 699,378 708,600 $ 1,739,860 4.20 % Bank Wells Fargo & Co. 10,000 403,661 $ 390,700 $ 390,700 0.90 % Br

March 10, 2022 DEF 14A

SCHEDULE 14A INFORMATION STATEMENT

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

November 3, 2021 NPORT-EX

SCHEDULE OF INVESTMENTS

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of September 30, 2021) (unaudited) Common Stock (79.8% of total investments) Industry Shares Cost Market Value % of Total Investments Advertising Alphabet, Inc. A* 500 $ 583,844 $ 1,336,760 MediaAlpha, Inc.* 40,000 1,164,268 747,200 $ 2,083,960 (4.8 %) Bank Wells Fargo & Co. 10,000 403,661 $ 464,100 $ 464,100 (1.1

August 20, 2021 EX-99.1

EAGLE CAPITAL GROWTH FUND ELECTS ANNE M. NICHOLS, CFA AS DIRECTOR; EXPANDS STOCK REPURCHASE AUTHORITY

Exhibit 99.1 FOR IMMEDIATE RELEASE EAGLE CAPITAL GROWTH FUND ELECTS ANNE M. NICHOLS, CFA AS DIRECTOR; EXPANDS STOCK REPURCHASE AUTHORITY August 19, 2021 04:01 PM Eastern Daylight Time MILWAUKEE-(BUSINESS WIRE)-The Board of Directors of Eagle Capital Growth Fund, Inc. (?Fund?) (NYSE American: GRF) at a regular Board meeting today unanimously elected Anne M. Nichols, CFA as a Director. Ms. Nichols i

August 20, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2021 EAGLE CAPITAL GROWTH FUND, INC. (Exact name of registrant as specified in its charter) MARYLAND 811-05807 31-1274796 (State or Other Jurisdiction of Incorporation) (Co

April 16, 2021 EX-99.1

EAGLE CAPITAL GROWTH FUND ELECTS NEW DIRECTOR JASON W. ALLEN, AND BIDS FAREWELL TO RETIRING DIRECTOR PEGGY L. SCHMELTZ

Exhibit 99.1 FOR IMMEDIATE RELEASE EAGLE CAPITAL GROWTH FUND ELECTS NEW DIRECTOR JASON W. ALLEN, AND BIDS FAREWELL TO RETIRING DIRECTOR PEGGY L. SCHMELTZ MILWAUKEE, WI (April 15, 2021)- Eagle Capital Growth Fund, Inc. (?Fund?) (NYSE American: GRF) announced that the Board, at its Board meeting today, elected Jason W. Allen as a Director. Jason is a partner with Foley & Lardner LLP (an internationa

April 16, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2021 EAGLE CAPITAL GROWTH FUND, INC. (Exact name of registrant as specified in its charter) MARYLAND 811-05807 31-1274796 (State or Other Jurisdiction of Incorporation) (Com

April 14, 2021 NPORT-EX

SCHEDULE OF INVESTMENTS

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of March 31, 2021) (unaudited) Common Stocks (89.8% of Total Investments) LEVEL ONE Industry Shares Cost Market Value % Total Inv. Advertising Alphabet, Inc. A* 500 $ 583,844 $ 1,031,260 MediaAlpha, Inc. * 20,000 699,378 708,600 $ 1,739,860 4.2% Bank Wells Fargo & Co. 10,000 403,661 $ 390,700 $ 390,700 0.9% Broker

March 10, 2021 DEF 14A

- DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

November 9, 2020 NPORT-EX

SCHEDULE OF INVESTMENTS

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of September 30, 2020) (unaudited) Common Stocks (82.8% of Total Investments) Industry LEVEL ONE Shares Cost Market Value % Total Inv. Bank Wells Fargo & Co. 10,000 403,661 $ 235,100 $ 287,000 0.6 % Brokerage Charles Schwab Corp 40,000 1,482,472 1,449,200 $ 1,449,200 4.0 % Credit Card Mastercard Inc 1,000 219,636

June 10, 2020 CORRESP

-

225 East Mason Street Suite 802 Milwaukee, WI 53202-3657 www.eaglecapitalgrowthfund.com June 10, 2020 Mr. Ken Ellington [Email: [email protected]] Staff Accountant U. S. Securities and Exchange Commission Division of Investment Management, Disclosure Review and Accounting Office 100 F. Street, N.E. Washington, D.C. 20549 Re: Eagle Capital Growth Fund, Inc. (NYSE American: GRF) (“Fund”) Dear Mr. E

June 1, 2020 NPORT-EX

LEVEL ONE

SCHEDULE OF INVESTMENTS Eagle Capital Growth Fund, Inc. Portfolio of Investments (as of March 31, 2020) (unaudited) Common Stocks (92.4% of Total Investments) Industry LEVEL ONE Automotive Shares Cost Market Value % Total Inv. General Motors Company 30,000 1,000,547 $ 623,400 $ 623,400 2.1 % Bank Wells Fargo & Co. 10,000 403,661 287,000 $ 287,000 1.0 % Brokerage Charles Schwab Corp 20,000 807,900

April 13, 2020 N-Q

GRF / Eagle Capital Growth Fund, Inc. N-Q - Quarterly Schedule of Portfolio Holdings - N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

April 13, 2020 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99 CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

March 9, 2020 DEF 14A

GRF / Eagle Capital Growth Fund, Inc. DEF 14A - - DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

October 11, 2019 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99 CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

October 11, 2019 N-Q

GRF / Eagle Capital Growth Fund, Inc. N-Q - Quarterly Schedule of Portfolio Holdings - N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

April 17, 2019 EX-99.CERT

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

April 17, 2019 N-Q

GRF / Eagle Capital Growth Fund, Inc. N-Q (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

March 5, 2019 DEF 14A

GRF / Eagle Capital Growth Fund, Inc. DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

October 17, 2018 EX-99.CERT

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

October 17, 2018 N-Q

GRF / Eagle Capital Growth Fund, Inc. N-Q (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

August 30, 2018 EX-99.77C VOTES

For

Exhibit 99.77C 2018 Annual Shareholder Meeting The Fund’s 2018 annual meeting of shareholders (“Annual Meeting”) was held on April 19, 2018, for the following purposes: 1. To elect three (3) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2018. The following directors w

April 3, 2018 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99 CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

April 3, 2018 N-Q

GRF / Eagle Capital Growth Fund, Inc. N-Q (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

March 9, 2018 DEF 14A

GRF / Eagle Capital Growth Fund, Inc. DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

February 28, 2018 EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.77B REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Eagle Capital Growth Fund, Inc. In planning and performing our audit of the financial statements of Eagle Capital Growth Fund, Inc. (the "Fund") as of and for the year ended December 31, 2017 in accordance with the standards of the Public Company Accounting Oversight Board (United Stat

February 28, 2018 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a) of the Securities Exchange Act of 1934, as

October 12, 2017 N-Q

Eagle Capital Growth Fund, Inc. - N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

October 12, 2017 EX-99.CERT

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

August 18, 2017 EX-99.77C VOTES

2017 Annual Shareholder Meeting

Exhibit 99.77C 2017 Annual Shareholder Meeting The Fund?s 2017 annual meeting of shareholders (?Annual Meeting?) was held on April 20, 2017, for the following purposes: 1. To elect two (2) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2017. The following directors wer

April 7, 2017 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99.CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

April 7, 2017 N-Q

Eagle Capital Growth Fund, Inc. - EAGLE CAPITAL GROWTH FUND, INC N-Q 3-31-2017

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

March 15, 2017 EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.77B REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Eagle Capital Growth Fund: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund (the "Fund") as of and for the year ended December 31, 2016, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PC

March 15, 2017 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a) of the Securities Exchange Act of 1934, as

March 9, 2017 DEF 14A

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND, INC. DEF 14A 4-20-2017

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

February 28, 2017 EX-99.77B ACCT LTTR

To the Audit Committee

Exhibit 99.77B To the Audit Committee Eagle Capital Growth Fund, Inc. In planning and performing our audit of the financial statements of Eagle Capital Growth Fund, Inc. as of and for the year ended December 31, 2016 in accordance with Public Company Accounting Oversight Board auditing standards, we considered the Company's internal control over financial reporting as a basis for designing audit p

February 28, 2017 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a) of the Securities Exchange Act of 1934, as

October 4, 2016 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99.CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

October 4, 2016 N-Q

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND N-Q 9-30-2016 (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

August 26, 2016 EX-99.77C VOTES

For

Exhibit 99.77C 2016 Annual Shareholder Meeting The Fund?s 2016 annual meeting of shareholders (?Annual Meeting?) was held on April 21, 2016, for the following purposes: 1. To elect three (3) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2016. The following directors w

August 26, 2016 EX-99.77C VOTES

For

Exhibit 99.77C 2016 Annual Shareholder Meeting The Fund?s 2016 annual meeting of shareholders (?Annual Meeting?) was held on April 21, 2016, for the following purposes: 1. To elect three (3) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2016. The following directors w

April 20, 2016 N-Q

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND, INC N-Q 3-31-2016 (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

April 20, 2016 EX-99.CERT

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

March 17, 2016 DEF 14A

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND, INC. DEF 14A 4-21-2016

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

March 1, 2016 EX-99.77B ACCT LTTR

To the Audit Committee

Exhibit 99.77B To the Audit Committee Eagle Capital Growth Fund, Inc. Dear Audit Committee: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund, Inc. as of and for the year ended December 31, 2015 in accordance with Public Company Accounting Oversight Board auditing standards, we considered the Company's internal control over financial reporting as a basis

March 1, 2016 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a) of the Securities Exchange Act of 1934, as

October 8, 2015 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99.CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

October 8, 2015 N-Q

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND INC N-Q 9-30-2015 (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

August 7, 2015 EX-99.77C VOTES

For

Exhibit 99.77C 2015 Annual Shareholder Meeting The Fund?s 2015 annual meeting of shareholders (?Annual Meeting?) was held on April 16, 2015, for the following purposes: 1. To elect three (3) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2015. The following directors w

April 7, 2015 N-Q

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND, INC N-Q 3-31-2015 (Quarterly Schedule of Portfolio Holdings)

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

April 7, 2015 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99.CERT Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

March 10, 2015 DEF 14A

Eagle Capital Growth Fund EAGLE CAPITAL GROWTH FUND, INC DEF 14A 4-16-2015

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

March 2, 2015 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a) of the Securities Exchange Act of 1934, as

March 2, 2015 EX-99.77B ACCT LTTR

To the Audit Committee

Exhibit 99.77B To the Audit Committee Eagle Capital Growth Fund, Inc. Dear Audit Committee: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund, Inc. as of and for the year ended December 31, 2014 in accordance with Public Company Accounting Oversight Board auditing standards, we considered the Company's internal control over financial reporting as a basis

January 8, 2015 SC 13D/A

GRF / Eagle Capital Growth Fund, Inc. / Ancora Advisors, LLC Activist Investment

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 5, 2014 SC 13D

GRF / Eagle Capital Growth Fund, Inc. / Ancora Advisors, LLC Activist Investment

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 3, 2014 N-Q

Eagle Capital Growth Fund, Inc. - EAGLE CAPITAL GROWTH FUND, INC N-Q 9-30-2014

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

October 3, 2014 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

October 3, 2014 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

August 15, 2014 EX-99.77C VOTES

EX-99.77C VOTES

Exhibit 99.77C

August 15, 2014 EX-99.77C VOTES

2014 Annual Shareholder Meeting

Exhibit 99.77C 2014 Annual Shareholder Meeting The Fund’s 2014 annual meeting of shareholders (“Annual Meeting”) was held on April 17, 2014, for the following purposes: 1. To elect two (2) Directors to the Board. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2014. The following directors wer

April 11, 2014 EX-99.CERT

I, Luke E. Sims, certify that:

EX-99.CERT 2 ex99cert.htm EXHIBIT 99.CERT CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made

April 11, 2014 N-Q

Quarterly Schedule of Portfolio Holdings - EAGLE CAPITAL GROWTH FUND, INC N-Q 3-31-2014

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

March 10, 2014 DEF 14A

- EAGLE CAPITAL GROWTH FUND, INC DEF14A 4-17-2014

SCHEDULE 14A INFORMATION STATEMENT PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

February 28, 2014 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a)of the Securities Exchange Act of 1934, as a

February 28, 2014 EX-99.77Q1 OTHR EXHB

BY-LAWS EAGLE CAPITAL GROWTH FUND, INC. ARTICLE I

Exhibit 99.77Q1 BY-LAWS OF EAGLE CAPITAL GROWTH FUND, INC. ARTICLE I OFFICES 1.01 Principal Office. The principal office of the Corporation shall be at such place within the State of Maryland as the Board of Directors shall determine from time to time. 1.02 Other Offices. The Corporation may also have offices at such other places as the Board of Directors from time to time determines or the busine

February 28, 2014 EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Eagle Capital Growth Fund: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund (the "Fund") as of and for t

Exhibit 99.77B REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Eagle Capital Growth Fund: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund (the "Fund") as of and for the year ended December 31, 2013, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PC

January 2, 2014 SC 13D/A

269451100 / CLOSED-E / Ancora Advisors, LLC Activist Investment

- - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eagle Capital Growth Fund, Inc. - (Name of Issuer) COMMON SHARES - (Title of Class of Securities) 269451100 - (CUSIP Number) Frederick DiSanto C/O Ancora Advisors, LLC ONE CHAGRIN HIGHLANDS 2000 AUBURN DRIVE, SUITE 300 CLEVELAND, OHIO 44122 (216) 825

October 17, 2013 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

October 17, 2013 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

October 17, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - EAGLE CAPITAL GROWTH FUND INC N-Q 9-30-2013

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657 (Address of principal executive offices) (zip

September 24, 2013 SC 13D

269451100 / CLOSED-E / Ancora Advisors, LLC Activist Investment

- - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Eagle Capital Growth Fund, Inc. - (Name of Issuer) COMMON SHARES - (Title of Class of Securities) 269451100 - (CUSIP Number) Frederick DiSanto C/O Ancora Advisors, LLC ONE CHAGRIN HIGHLANDS 2000 AUBURN DRIVE, SUITE 300 CLEVELAND, OHIO 44122 (216) 825-4000 - (Name, Addr

August 1, 2013 SC 13D

269451100 / CLOSED-E / Ancora Advisors, LLC Activist Investment

- - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Eagle Capital Growth Fund, Inc. - (Name of Issuer) COMMON SHARES - (Title of Class of Securities) 269451100 - (CUSIP Number) Frederick DiSanto C/O Ancora Advisors, LLC ONE CHAGRIN HIGHLANDS 2000 AUBURN DRIVE, SUITE 300 CLEVELAND, OHIO 44122 (216) 825-4000 - (Name, Addr

July 26, 2013 EX-99.77C VOTES

2013 Annual Shareholder Meeting

Exhibit 99.77C 2013 Annual Shareholder Meeting The Fund’s 2013 annual meeting of shareholders (“Annual Meeting”) was held on April 18, 2013, for the following purposes: 1. To elect a Board of seven (7) Directors. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2013. The following directors wer

April 2, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - EAGLE CAPITAL GROWTH FUND INC N-Q 3-31-2013

N-Q 1 formn-q.htm EAGLE CAPITAL GROWTH FUND INC N-Q 3-31-2013 United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee

April 2, 2013 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

April 2, 2013 EX-99.1

I, Luke E. Sims, certify that:

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

February 28, 2013 DEF 14A

- EAGLE CAPITAL GROWTH FUND, INC DEF 14A 4-18-2013

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

February 26, 2013 EX-99.77Q1 OTHR EXHB

OF EAGLE CAPITAL GROWTH FUND, INC. ARTICLE I

Exhibit 99.77Q1 BY-LAWS OF EAGLE CAPITAL GROWTH FUND, INC. ARTICLE I OFFICES 1.01 Principal Office. The principal office of the Corporation shall be at such place within the State of Maryland as the Board of Directors shall determine from time to time. 1.02 Other Offices. The Corporation may also have offices at such other places as the Board of Directors from time to time determines or the busine

February 26, 2013 EX-99.77Q2 ITEM 405

Section 16(a) Beneficial Ownership Reporting Compliance

Exhibit 99.77Q2 EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a)of the Securities Exchange Act of 1934, as a

February 26, 2013 EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.77B REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Eagle Capital Growth Fund: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund (the "Fund") as of and for the year ended December 31, 2012, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PC

December 11, 2012 8-K

- EAGLE CAPITAL GROWTH FUND INC 8-K 12-6-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2012 EAGLE CAPITAL GROWTH FUND, INC. (Exact name of registrant as specified in its charter) MARYLAND 811-05807 31-1274796 (State or Other Jurisdiction of Incorporation) (Commission File

October 19, 2012 SC 13D/A

269451100 / CLOSED-E / SIMS LUKE E Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eagle Capital Growth Fund, Inc. (f/k/a NAIC Growth Fund, Inc.) (Name of Issuer) Common Stock (Title of Class of Securities) 269451100 (formerly 628921108) (CUSIP Number) Luke E. Sims, 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657; (414) 755-

October 17, 2012 EX-99.77B

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Eagle Capital Growth Fund: In planning and performing our audit of the financial statements of Eagle Capital Growth Fund (the "Fund") as of and for the year ended February 13, 2012, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), we consi

October 10, 2012 CORRESP

-

225 East Mason Street Suite 802 Milwaukee, WI 53202-3657 www.eaglecapitalgrowthfund.com October 9, 2012 Ms. Cindy Rose Accountant Office of Disclosure and Review Division of Investment Management U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Eagle Capital Growth Fund, Inc. ("Fund") Dear Ms. Rose: This is the Fund's response to the four (4) issues raised by

October 4, 2012 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

October 4, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - EAGLE CAPITAL GROWTH FUND INC N-Q 09-30-2012

N-Q 1 formnq.htm EAGLE CAPITAL GROWTH FUND, INC NQ 03-30-2012 United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 225 East Mason Street, Suite 802, Milwaukee

October 4, 2012 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

July 20, 2012 EX-99.77

For Against Abstain Withheld 1,860,301 21,554 23,410 0

EX-99.77 2 ex9977.htm EXHIBIT 99.77 Exhibit 99.77 2012 Annual Shareholder Meeting The Fund’s 2012 annual meeting of shareholders (“Annual Meeting”) was held on April 19, 2012, for the following purposes: 1. To elect a Board of seven (7) Directors. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31

April 2, 2012 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

April 2, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - EAGLE CAPITAL GROWTH FUND INC N-Q 3-31-2012

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

April 2, 2012 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

March 5, 2012 DEF 14A

- EAGLE CAPITAL GROWTH FUND INC DEF 14A 4-19-2012

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

February 15, 2012 EX-99.77B

Report of Independent Registered Public Accounting Firm

Exhibit 99.77B Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareowners Eagle Capital Growth Fund, Inc. We have audited the accompanying statement of assets and liabilities, including the portfolio of investments of Eagle Capital Growth Fund, Inc., as of December 31, 2011 and the related statement of operation for the year then ended, the statement of chang

October 7, 2011 EX-99.2

Date: October 7, 2011 /s/ David C. Sims David C. Sims Chief Financial Officer (Principal Financial Officer)

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

October 7, 2011 EX-99.1

Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

October 7, 2011 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

July 29, 2011 EX-99.77

For Against Abstain Withheld 1,900,272 56,698 9,852 0

Exhibit 99.77 2011 Annual Shareholder Meeting The Fund’s 2011 annual meeting of shareholders (“Annual Meeting”) was held on April 21, 2011, for the following purposes: 1. To elect a Board of seven (7) Directors. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2011. The following directors were

April 7, 2011 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

April 7, 2011 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

April 7, 2011 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

March 4, 2011 DEFR14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ? 240.

February 28, 2011 DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

February 24, 2011 EX-99.77Q2

EAGLE CAPITAL GROWTH FUND, INC.

EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a)of the Securities Exchange Act of 1934, as amended. The Fund

February 24, 2011 EX-99.77B

Report of Independent Registered Public Accounting Firm

Exhibit 99.77B Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareowners Eagle Capital Growth Fund, Inc. We have audited the accompanying statement of assets and liabilities, including the portfolio of investments of Eagle Capital Growth Fund, Inc., as of December 31, 2010 and the related statement of operations for the year then ended, the statement of chan

October 13, 2010 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

October 13, 2010 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

October 13, 2010 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

July 29, 2010 EX-99.77

For

EX-99.77 2 ex9977.htm EXHIBIT 99.77 Exhibit 99.77 2010 Annual Shareholder Meeting The Fund’s 2010 annual meeting of shareholders (“Annual Meeting”) was held on April 15, 2010, for the following purposes: 1. To elect a Board of six (6) Directors. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31,

April 2, 2010 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

April 2, 2010 EX-99.2

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

April 2, 2010 EX-99.1

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

February 26, 2010 EX-99.77Q2 ITEM 405

EAGLE CAPITAL GROWTH FUND, INC.

EAGLE CAPITAL GROWTH FUND, INC. Exhibit 99.77Q2 ITEM 405 Section 16(a) Beneficial Ownership Reporting Compliance Directors and officers of the Fund and certain of its affiliates and beneficial owners of more than ten percent of the Common Stock are required to file initial reports of ownership of the Common Stock pursuant to Section 16(a)of the Securities Exchange Act of 1934, as amended. The Fund

February 26, 2010 EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareowners Eagle Capital Growth Fund, Inc.

February 26, 2010 DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ? 240.

October 5, 2009 EX-99.2

I, David C. Sims, certify that:

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

October 5, 2009 EX-99.1

I, Luke E. Sims, certify that:

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

October 5, 2009 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

August 10, 2009 EX-99.77

For

Exhibit 99.77 2008 Annual Shareholder Meeting The Fund’s 2008 annual meeting of shareholders (“Annual Meeting”) was held on April 16, 2009, for the following purposes: 1. To elect a Board of seven (7) Directors. 2. To ratify the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for the calendar year ending December 31, 2009. The following directors were

April 9, 2009 N-Q

United States

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company Investment Company Act file number: 811-05807 Eagle Capital Growth Fund, Inc. (Exact name of registrant as specified in charter) 205 E. Wisconsin Ave, Suite 120, Milwaukee, WI 53202 (Address of principal executive offices) (zip code)

April 9, 2009 EX-99.CERT

ITEM 3.

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

February 27, 2009 DEFR14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

February 27, 2009 DEF 14A

EAGLE CAPITAL GROWTH FUND, INC. 205 E. Wisconsin Avenue, Suite 120 Milwaukee, WI 53202 NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS

EAGLE CAPITAL GROWTH FUND, INC. 205 E. Wisconsin Avenue, Suite 120 Milwaukee, WI 53202 NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Eagle Capital Growth Fund, Inc.: Notice is hereby given that the 2009 Annual Meeting of Shareholders (?Meeting?) of the Eagle Capital Growth Fund, Inc. (?Fund?) will be held at the offices of the Bodman LLP located at 201 W. Big Beaver Road, Su

October 7, 2008 EX-99.CERT

I, Luke E. Sims, certify that:

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

October 7, 2008 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form N-Q Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company __________________________________________ Investment Company Act file number: 811-0

OMB Approval OMB Number: 3235-0578 Expires: April 30, 2010 Estimated average burden hours per |response: 10.

October 7, 2008 EX-99.CERT

I, David C. Sims, certify that:

Exhibit 99.2 I, David C. Sims, certify that: 1. I have reviewed this report on Form N-Q of Eagle Capital Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

April 9, 2008 N-Q

United States Securities and Exchange Commission Washington, D.C. 20549

Omb Approval Omb Number: 3235-0578 Expires: April 30, 2010 Estimated average burden hours per response: 10.

April 9, 2008 EX-99.CERT

99.1 Certification of principal executive officer as required by Rule 30a-2(a) under the Act.

Exhibit 99.1 CERTIFICATIONS I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of NAIC Growth Fund, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the p

March 25, 2008 NT-NCSR

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires April 30, 2009 Estimated average burden hours per response 2.

March 25, 2008 NT-NSAR

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires April 30, 2009 Estimated average burden hours per response 2.

March 10, 2008 DEF 14A

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ? 240.

October 10, 2007 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NAIC GROWTH FUND, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NAIC GROWTH FUND, INC. (Exact name of registrant as specified in its charter) Maryland 31-1274796 (State of incorporation or organization) (I.R.S. Employer Identification No.) 711

October 9, 2007 N-Q

Page 1

Omb Approval Omb Number: 3235-0578 Expires: May 31, 2007 Estimated average burden hours per response: 21.

October 9, 2007 EX-99.CERT

Certification of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Act.

EXHIBIT 99.1 CERTIFICATION I, Luke E. Sims, certify that: 1. I have reviewed this report on Form N-Q of NAIC Growth Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period

October 2, 2007 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 OMB APPROVAL OMB Number: 325-0080 Expires: February 28, 2009 Estimated average burden hours per response……….100 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-13188 NAIC Growth Fund, Inc. (Exact name of Issuer as specified i

August 29, 2007 EX-99.77C

2007 Annual Shareholder Meeting

EX-99.77C 2 d72633ex99-77c.htm MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS 2007 Annual Shareholder Meeting The Fund’s 2007 annual meeting of shareholders (“Annual Meeting”) was held on May 31, 2007, for the following purposes: 1. To elect a Board of five (5) Directors. 2. To ratify or reject the selection of Plante & Moran, PLLC as the independent registered public accountants of the Fund for

August 29, 2007 EX-99.77Q1

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT This Agreement made this 16th day of February, 2007, but effective as of May 1, 2007 (subject to shareholder approval as set forth below) between NAIC Growth Fund, Inc.

April 3, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Rockwell Lewis A. 2. Issu

April 3, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Janke Kenneth Stuart 2. I

March 25, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Schmeltz Peggy L. 2. Issu

March 14, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 schmeltzmarch03.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Pe

March 4, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 jankemarch03.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Perso

March 4, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Rockwell Lewis A. 2. Issu

February 25, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 schmeltz-feb2.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Pers

February 6, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 rockfeb03.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person*

February 6, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 jankefeb03.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person*

January 6, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 rockwell-jan2.htm FORM4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Perso

January 6, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 janke-jan2.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person*

December 9, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Blank document-landscape UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 4, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Rockwell Lewis A. 2. Issu

December 4, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 janke-dec2.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person*

November 19, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Janke Kenneth Stuart 2. I

November 4, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Rockwell Lewis A. 2. Issu

October 24, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 schmeltz2.htm FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person*

October 2, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Ac

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

October 1, 2002 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Ac

4 1 k72092e4.htm STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response...0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Uti

September 4, 2002 4

FORM 4

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 193

September 3, 2002 4

FORM 4

Form 4 FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

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