Dividend Reinvestment Plan
   
   
 
               Dividend Reinvestment/Cash Purchase Plan
   
 
Advantages of the Plan
   
 
■ Your increased shareholdings of Eagle Capital Growth Fund, Inc. common stock will generate additional dividend and/or other distribution income.
 
 
■  You may choose to have all of your dividends and/or other distributions reinvested in shares of Eagle Capital Growth Fund, Inc. common stock.
 
 
■  You may make an additional voluntary cash investment as often as once each month, in an amount of not less than $50 nor more than $250,000 per month.
 
 
■  Your cash dividends and/or other distributions will go directly to American Stock Transfer & Trust Company (the "Plan Agent"), which will administer the Plan, assuring prompt prompt reinvestment of your dividends.  It is intended that such cash dividends and/or other distributions, together with any voluntary cash payments, will be fully utilized to purchase shares of Eagle Capital Growth Fund, Inc. common stock.
 
 
■  The Plan agent does all of the work and, at your option, will accept delivery from you, for safekeeping of, the certificates which you hold in your own name and representing shares of stock of Eagle Capital Growth Fund, Inc. by establishing a book-entry account in your name.
 
 
■  The maintenance of your personal records is simplified by the detailed statements which the Plan agent will mail to you after each investment.
 
 
■  Participation in the Plan is entirely voluntary.  You may join at any time, and you may terminate your participation whenever you wish by following the procedures described by the Dividend Reinvestment Plan/Cash Purchase Plan.
 
 
■  There are no fees or charges imposed upon you, other than brokerage commissions, and reasonable transaction and termination fees.
 
 
 
Plan Details
 
 
Dividend Reinvestment Plan/Cash Purchase Plan
 
 
Dividend Reinvestment Plan/Cash Purchase Plan Enrollment Form
 
  To start a new Dividend Reinvestment Plan account, please see these instructions.
 
 
More Detailed Information
 
   
  If you have any questions regarding your specific participation in the Plan, please:
   
  Visit us online at www.amstock.com
  Call Us At (877) 739-9994
 
Or write the Plan Agent at:
 
Transaction Processing
 
American Stock Transfer & Trust Company
 
DRP Plan
 
6201 15th Avenue
 
Brooklyn, NY 11219
 
 
Inquiries
 
American Stock Transfer & Trust Company
 
6201 15th Avenue
 
Brooklyn, NY 11219