SEC Form N-CSRS filed by Ellsworth Growth and Income Fund Ltd.

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

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-04656

 

Ellsworth Growth and Income Fund Ltd.

(Exact name of registrant as specified in charter)

 

One Corporate Center

Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

 

James A. Dinsmore
Gabelli Funds, LLC
One Corporate Center

Rye, New York 10580-1422

(Name and address of agent for service)

 

Registrant's telephone number, including area code:1-800-422-3554

 

Date of fiscal year end: September 30

 

Date of reporting period: March 31, 2024

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549- 1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

Item 1. Reports to Stockholders.

 

(a)

The Report to Shareholders is attached herewith.

 

 

Ellsworth Growth and Income Fund Ltd.   Semiannual Report — March 31, 2024
	James A. Dinsmore, CFA  BA, Cornell University  MBA, Rutgers University

 

To Our Shareholders,

 

For the six months ended March 31, 2024, the net asset value (NAV) total return of the Ellsworth Growth and Income Fund Ltd. was 10.2%, compared with total returns of 9.2% and 7.0% for the ICE Bank of America U.S. Convertibles Index and the Bloomberg Balanced U.S. Convertibles Index, respectively. The total return for the Fund’s publicly traded shares was 4.1%. The Fund’s NAV per share was $9.65, while the price of the publicly traded shares closed at $8.12 on the NYSE American. See page 4 for additional performance information.

 

Enclosed are the financial statements, including the schedule of investments, as of March 31, 2024.

 

Investment Objective and Strategy (Unaudited)

 

The Fund’s primary investment objective is to provide income and the potential for capital appreciation, which objectives the Fund considers to be relatively equal over the long term due to the nature of the securities in which it invests. The Fund invests primarily in convertible and equity securities.

 

 

 

 

 

 

 

 

 

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to [email protected].

 

 

Performance Discussion (Unaudited)

 

The first fiscal quarter began slowly, but animal spirits returned in November and December. Much of the move higher in the quarter was driven by the expectation that the Federal Reserve would stop increasing the Fed Funds Rate, and that upcoming interest rate cuts would help justify higher equity multiples in 2024. During the quarter, Ellsworth’s equity positioning benefited performance; the top two performers were the common stocks of Broadcom and Microsoft. Fortunately, the rally was broad in scope, and we saw many of our convertibles move higher in the quarter as well. Our convertible portfolio was positioned with a higher percentage of balanced convertibles than the market in general, while maintaining a higher average delta, which benefited performance.

 

The market was resilient in the second fiscal quarter despite significant changes in investor expectations for the trajectory of interest rates for the remainder of the year. In this quarter, security selection played a role, with equity holdings again aiding performance, while a few large index constituents that we did not own underperformed. The refinancing trade drove convertible performance in the quarter. Many issuers who were expected to refinance existing converts over the next 2 years were able to come to the market at reasonable terms, extending maturities without a significant increase in interest expense. This led to a number of our fixed income equivalent holdings being bid higher as investors anticipated which companies would benefit from this trade. We took advantage of these moves to raise cash that we were able to redeploy in some of the new issues. The terms of these issues have generally been attractive as we seek asymmetrical exposure to the underlying equities, and we will continue to add them to our portfolio as appropriate.

 

Convertible issuance has accelerated over the past six months, with a mix of existing issuer refinancing and new issuers. The issuance has come at attractive terms. There continues to be a large amount of debt coming due over the next two years, and many companies have delayed addressing it because of market conditions. Converts offer an attractive way for companies to add relatively low cost capital to their balance sheets, particularly as interest rates move higher and other forms of financing, such as high yield, become more expensive. We expect to selectively layer new issues into our portfolio to maintain the asymmetrical risk profile we seek to achieve.

 

At current levels the convertible market offers a yield to maturity (YTM) of 4.7% and a 47% premium to conversion value. The convertible portion of our portfolio offers a 4.3% YTM at a 34% conversion premium. Sensitivity to moves in underlying equities increased in the first half, with the market delta now at 50. Ellsworth’s convertible portfolio is slightly more equity sensitive with a delta of 54. Including the equity portion of the portfolio increases our delta to 67. The equity portion of the portfolio continues to offer diversification in companies that we believe offer compelling long term risk/reward profiles. At quarter end, our portfolio was 31% equity sensitive (20% common stock), 54% total return, and 15% fixed income equivalent. This compares to the market at 31% equity, 37% total return, and 32% fixed income equivalent.

 

Our top contributors to performance so far this year were equity holdings Broadcom Inc. (2.3% of total investments as of March 31, 2024) and Microsoft Corp. (2.4%). Our top convertible performers were Impinj Inc. 1.125%, 5/15/27 (1.4%) and HCI Group Inc. 4.75%, 6/1/42 (0.9%). Our top detractors were Rivian Automotive Inc. 3.625%, 10/15/30 (0.9%) and Array Technologies Inc. 1.00%, 12/1/28 (1.1%). During the first half of Ellsworth’s fiscal year, we repurchased 14,515 shares of ECF common stock at an average discount to NAV of 15.7%.

 

We have managed convertibles through multiple market cycles and remain optimistic for the possibilities of the asset class this year. Given recent issuance and refinancing, the profile of the market continues to improve, and we believe they are an attractive way to gain risk adjusted equity exposure while picking up income. We remain focused on the total return segment of the market for the most asymmetrical return profile, which allows us to position the portfolio cautiously while participating when the market moves higher. With increasing issuance,

 

 

this segment of the market has been expanding, often with higher coupons and lower premiums. We evaluate every new convertible issue for inclusion in the portfolio, and there have been a number this year that we believe will improve the return profile of the portfolio over the coming years. Finally, we use the equity portion of the portfolio for diversification and to invest where we have long term conviction in companies that may not have an attractive convertible available to us. We believe this balanced approach will provide the best opportunity for long term asymmetrical returns.

 

We appreciate your continued confidence and trust.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The views expressed reflect the opinions of the Fund’s portfolio manager and Gabelli Funds, LLC, the Adviser, as of the date of this report and are subject to change without notice based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

Comparative Results

 

 

 

Summary of Portfolio Holdings (Unaudited)

 

The following tables present portfolio holdings as a percent of total investments as of March 31, 2024:

 

Ellsworth Growth and Income Fund Ltd.

 

Health Care	15.6	%		Specialty Chemicals	1.3	%
Energy and Utilities	15.3	%		Food and Beverage	1.2	%
Computer Software and Services	13.8	%		Communications Equipment	1.1	%
U.S. Government Obligations	9.5	%		Automotive: Parts and Accessories	0.9	%
Semiconductors	8.5	%		Transportation	0.8	%
Telecommunications	7.6	%		Consumer Products	0.7	%
Real Estate Investment Trusts	6.7	%		Metals and Mining	0.6	%
Financial Services	4.5	%		Cable and Satellite	0.5	%
Consumer Services	3.9	%		Aerospace and Defense	0.4	%
Business Services	2.8	%		Security Software	0.1	%
Diversified Industrial	2.2	%			100.0	%
Entertainment	2.0	%

 

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-PORT. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

Proxy Voting

 

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how each Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

 

 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments — March 31, 2024 (Unaudited)

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments (Continued) — March 31, 2024 (Unaudited)

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments (Continued) — March 31, 2024 (Unaudited)

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd.

 

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd. 

Statement of Changes in Net Assets Attributable to Common Shareholders

		Six Months Ended
		March 31, 2024				Year Ended
		(Unaudited)				September 30, 2023
Operations:
Net investment income		$	1,997,624			$	3,629,419
Net realized gain/(loss) on investments			(1,224,834	)			6,835,736
Net change in unrealized appreciation/depreciation on investments			12,865,060				(4,146,493	)
Net Increase in Net Assets Resulting from Operations			13,637,850				6,318,662
Distributions to Preferred Shareholders from Accumulated Earnings			(1,100,948	)*			(2,568,749	)
Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations			12,536,902				3,749,913
Distributions to Common Shareholders:
Accumulated earnings			(2,935,417	)*			(6,384,526	)
Return of capital			(644,360	)*			(763,384	)
Total Distributions to Common Shareholders			(3,579,777	)			(7,147,910	)
Fund Share Transactions:
Net increase in net assets from common shares issued upon reinvestment of distributions			545,637				635,918
Net decrease in net assets from repurchase of common shares			(199,644	)			(261,930	)
Net increase in net assets from repurchase of preferred shares			18,681				78,268
Adjustment to offering costs for preferred shares charged to paid-in capital			—				17,983
Net Increase in Net Assets from Fund Share Transactions			364,674				470,239
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders			9,321,799				(2,927,758	)
Net Assets Attributable to Common Shareholders:
Beginning of year			123,794,871				126,722,629
End of period		$	133,116,670			$	123,794,871

 

*

Based on year to date book income. Amounts are subject to change and recharacterization at year end.

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd. 

Financial Highlights

Selected data for a common share of beneficial interest outstanding throughout each period:

 

		Six Months
		Ended March
		31, 2024				Year Ended September 30,
		(Unaudited)				2023				2022				2021				2020				2019
Operating Performance:
Net asset value, beginning of year		$	9.00			$	9.25			$	14.57			$	13.15			$	11.42			$	11.07
Net investment income			0.14				0.26				0.09				0.13				0.16				0.20
Net realized and unrealized gain/(loss) on Investments			0.86				0.20				(3.74	)			2.75				2.50				0.77
Total from investment operations			1.00				0.46				(3.65	)			2.88				2.66				0.97
Distributions to Preferred Shareholders: (a)
Net investment income			(0.07	)*			(0.09	)			(0.02	)			(0.01	)			(0.01	)			(0.03	)
Net realized gain			(0.01	)*			(0.10	)			(0.11	)			(0.11	)			(0.11	)			(0.09	)
Total distributions to preferred shareholders			(0.08	)			(0.19	)			(0.13	)			(0.12	)			(0.12	)			(0.12	)
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations			0.92				0.27				(3.78	)			2.76				2.54				0.85
Distributions to Common Shareholders:
Net investment income			(0.21	)*			(0.23	)			(0.19	)			(0.17	)			(0.14	)			(0.12	)
Net realized gain			—				(0.23	)			(1.31	)			(1.16	)			(0.67	)			(0.37	)
Return of capital			(0.05	)*			(0.06	)			—				—				—				—
Total distributions to common shareholders			(0.26	)			(0.52	)			(1.50	)			(1.33	)			(0.81	)			(0.49	)
Fund Share Transactions:
Decrease in net asset value from common shares issued upon reinvestment of distributions			(0.01	)			(0.01	)			(0.05	)			(0.01	)			(0.00	)(b)			(0.01	)
Increase in net asset value from repurchase of common shares (includes transaction costs)			0.00	(b)			0.00	(b)			0.02				—				—				—
Increase in net asset value from repurchase of preferred shares			0.00	(b)			0.01				0.00	(b)			—				—				—
Offering costs and adjustment to offering costs for preferred shares charged to paid-in capital			—				0.00	(b)			(0.01	)			—				—				—
Total Fund share transactions			(0.01	)			0.00	(b)			(0.04	)			(0.01	)			(0.00	)(b)			(0.01	)
Net Asset Value Attributable to Common Shareholders, End of Period		$	9.65			$	9.00			$	9.25			$	14.57			$	13.15			$	11.42
NAV total return †			10.19	%			2.71	%			(28.73	)%			21.75	%			23.56	%			7.89	%
Market value, end of period		$	8.12			$	8.05			$	8.01			$	13.36			$	11.55			$	10.49
Investment total return ††			4.14	%			6.99	%			(31.71	)%			27.12	%			18.60	%			6.98	%
Ratios to Average Net Assets and Supplemental Data:
Net assets including liquidation value of preferred shares, end of period (in 000’s)		$	175,186			$	166,008			$	181,713			$	226,729			$	203,596			$	178,692
Net assets attributable to common shares, end of period (in 000’s)		$	133,117			$	123,795			$	126,723			$	196,729			$	173,596			$	148,692
Ratio of net investment income to average net assets attributable to common shares before preferred share distributions			3.14	%(c)			2.74	%			0.74	%			0.79	%			1.36	%			1.80	%
Ratio of operating expenses to average net assets attributable to common shares (d)(e)			1.59	%(c)			1.41	%			1.16	%			1.01	%			1.23	%			1.20	%
Portfolio turnover rate			32	%			47	%			37	%			34	%			52	%			52	%

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd. 

Financial Highlights (Continued) 

Selected data for a common share of beneficial interest outstanding throughout each period:

 

		Six Months
		Ended March
		31, 2024				Year Ended September 30,
		(Unaudited)				2023				2022				2021				2020				2019
Cumulative Preferred Shares:
5.250% Series A Preferred
Liquidation value, end of period (in 000’s)		$	29,039			$	29,183			$	29,961			$	30,000			$	30,000			$	30,000
Total shares outstanding (in 000’s)			1,162				1,167				1,198				1,200				1,200				1,200
Liquidation preference per share		$	25.00			$	25.00			$	25.00			$	25.00			$	25.00			$	25.00
Average market value (f)(f)		$	22.46			$	23.04			$	24.82			$	26.10			$	25.59			$	24.64
Asset coverage per share (g)(g)		$	104.11			$	98.32			$	82.61			$	188.94			$	169.66			$	148.91
5.200% Series B Preferred
Liquidation value, end of period (in 000’s)		$	13,030			$	13,030			$	25,030				—				—				—
Total shares outstanding (in 000’s)			1,303				1,303				2,503				—				—				—
Liquidation preference per share		$	10.00			$	10.00			$	10.00				—				—				—
Average market value (f)(h)(f)(h)		$	10.00			$	10.00			$	10.00				—				—				—
Asset coverage per share (g)(g)		$	41.64			$	39.33			$	33.04				—				—				—
Asset Coverage (i)			416	%			393	%			330	%			756	%			679	%			596	%

 

†

Based on net asset value per share, adjusted for reinvestment of distributions at net asset value on the ex-dividend date. Total return for a period of less than one year is not annualized.

††

Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Fund’s dividend reinvestment plan. Total return for a period of less than one year is not annualized.

*

Based on year to date book income. Amounts are subject to change and recharacterization at year end.

(a)

Calculated based on average common shares outstanding on the record dates throughout the periods.

(b)

Amount represents less than $0.005 per share.

(c)

Annualized.

(d)

The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.

(e)

Ratio of operating expenses to average net assets including liquidation value of preferred shares for the six months ended March 31, 2024 and the fiscal years ended September 30, 2023, 2022, 2021, 2020, and 2019 would have been 1.19%, 1.02%, 0.95%, 0.88%, 1.03%, and 0.99%, respectively.

(f)

Based on weekly prices.

(g)

Asset coverage per share is calculated by combining all series of Preferred stock.

(h)

The Series B Preferred is a private placement and is not listed on an exchange, nor does the Fund expect a secondary market to develop. The average market price shown is the $10 liquidation preference of the Series B Preferred.

(i)

Asset coverage is calculated by combining all series of preferred stock.

 

See accompanying notes to financial statements.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited)

1.  Organization. The Ellsworth Growth and Income Fund Ltd. is organized as a Delaware statutory trust. The Fund is a diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund commenced investment operations on July 1, 1986.

 

The Fund’s primary investment objective is to provide income and the potential for capital appreciation, which objectives the Fund considers to be relatively equal over the long term due to the nature of the securities in which it invests. The Fund invests primarily in convertible and equity securities.

 

2.  Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

 

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the Board) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the Adviser).

 

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the securities are valued using the closing bid price, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

 

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

●

Level 1 — quoted prices in active markets for identical securities;

●

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

●

Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of March 31, 2024 is as follows:

 

		Valuation Inputs
		Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs				Level 3 Significant Unobservable Inputs (a)				Total Market Value at 03/31/24
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Convertible Corporate Bonds (b)			—			$	112,861,311			$	0			$	112,861,311
Convertible Preferred Stocks (b)			—				—				702,408				702,408
Mandatory Convertible Securities(b)		$	9,966,431				—				—				9,966,431
Common Stocks:
Other Industries (b)			34,769,570				—				0				34,769,570
Total Common Stocks			34,769,570				—				0				34,769,570
U.S. Government Obligations			—				16,611,232				—				16,611,232
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	44,736,001			$	129,472,543			$	702,408			$	174,910,952

 

(a)

The inputs for these securities are not readily available and are derived based on the judgment of the Adviser according to procedures approved by the Board.

(b)

Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

 

During the six months ended March 31, 2024, the Fund did not have transfers into or out of Level 3. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

 

Additional Information to Evaluate Qualitative Information.

 

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

 

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

 

Investments in Other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Shareholders in the Fund would bear the pro rata portion of the periodic expenses of the Acquired Funds in addition to the Fund’s expenses. During the six months ended March 31, 2024, the Fund did not incur any periodic expenses charged by Acquired Funds.

 

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

 

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

 

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

 

Restricted Securities. The Fund may invest up to 20% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual

 

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted securities held as of March 31, 2024, please refer to the Schedule of Investments.

 

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method or amortized to earliest call date, if applicable. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends. For certain securities known as ”contingent payment debt instruments,” Federal tax regulations require the Fund to record non-cash, “contingent” interest income in addition to interest income actually received.

 

Distributions to Shareholders. Distributions to common shareholders are recorded on the ex-dividend date. The characterization of distributions to shareholders is based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

 

Under the Fund’s current common share distribution policy, the Fund declares and pays quarterly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Pursuant to this policy, distributions during the year may be made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pass through to shareholders all of its net realized long term capital gains as a Capital Gain Dividend and may cause such gains to be treated as ordinary income, subject to the maximum federal income tax rate. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modification by the Board at any time.

 

Distributions to shareholders of the Fund's 5.250% Series A and 5.200% Series B Cumulative Preferred Shares (Preferred Shares) are recorded on a daily basis and are determined as described in Note 6.

 

  

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

The tax character of distributions paid during the fiscal year ended September 30, 2023 was as follows:

 

		Common				Preferred
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$	3,300,318			$	1,327,849
Net long term capital gains			3,084,208				1,240,900
Return of capital			763,384				–
Total distributions paid		$	7,147,910			$	2,568,749

 

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

 

The following summarizes the tax cost of investments and the related net unrealized appreciation at March 31, 2024:

 

		Cost		Gross  Unrealized Appreciation		Gross  Unrealized Depreciation		Net Unrealized Appreciation
Investments		$157,806,713		$26,602,236		$(9,497,997)		$17,104,239

  

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended March 31, 2024, the Fund did not incur any income tax, interest or penalties. As of March 31, 2024, the Adviser has reviewed the open tax years and concluded that there was no tax impact to the Fund’s net assets or results of operations. The Fund’s current federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

 

3.  Investment Advisory Agreement. The Fund has entered into an investment advisory agreement (the Advisory Agreement) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 0.80% of the first $100,000,000 of the Fund’s average weekly net assets including the liquidation value of preferred shares and 0.55% of the Fund’s average weekly net assets including the liquidation value of preferred shares in excess of $100,000,000. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs.

 

4.  Portfolio Securities. Purchases and sales of securities during the six months ended March 31, 2024, other than short term securities and U.S. Government obligations, aggregated $49,209,604 and $56,178,393, respectively.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

5. Transactions with Affiliates and Other Arrangements. During the six months ended March 31, 2024, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $1,489.

 

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. Under the sub-administration agreement with Bank of New York Mellon, the fees paid include the cost of calculating the Fund’s NAV. The Fund reimburses the Adviser for this service. During the six months ended March 31, 2024, the Fund accrued $22,500 in accounting fees in the Statement of Operations.

 

As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser). During the six months ended March 31, 2024, the Fund accrued $40,069 in payroll expenses in the Statement of Operations.

 

The Fund pays retainer and per meeting fees to Trustees not affiliated with the Adviser, plus specified amounts to the Lead Trustee and Audit Committee Chairman. Trustees are also reimbursed for out of pocket expenses incurred in attending meetings. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

 

6.  Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.01). The Board has authorized the repurchase of the Fund’s common shares on the open market when the shares are trading at a discount of 10% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended March 31, 2024 and the fiscal year ended September 30, 2023, the Fund repurchased and retired 25,414 and 32,934 of its common shares at investments of $199,644 and $261,930, respectively, at average discounts of approximately 15.46% and 16.01% from NAV.

 

Transactions in shares of common shares of beneficial interest for the six months ended March 31, 2024 and the fiscal year ended September 30, 2023 were as follows: 

 

		Six Months Ended March 31, 2024 (Unaudited)								Year Ended  September 30, 2023
		Shares				Amount				Shares				Amount
Increase in net assets from common shares issued upon reinvestment of distributions			67,446			$	545,637				75,976			$	635,918
Decrease in net assets from repurchase of common shares			(25,414	)			(199,644	)			(32,934	)			(261,930	)
Net increase.			42,032			$	345,993				43,042			$	373,988

 

The liquidation value of the Series A Cumulative Preferred Shares (Series A Preferred) is $25 per share. The Series A Preferred has an annual dividend rate of 5.250% and is callable at the Fund's option. The Board has authorized the repurchase of the Series A Preferred in the open market at prices less than the $25 liquidation value per share. During the six months ended March 31, 2024 and the fiscal year ended September 30, 2023, the Fund repurchased and retired 5,756 and 31,113 Series A Preferred, at investments of $125,219 and $699,557 at average discounts of approximately 13.02% and 10.10%, from its liquidation value.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

7.  Convertible Securities Concentration. It is the Fund’s policy to invest at least 65% of its assets in convertible securities. Although convertible securities derive part of their value from that of the securities into which they are convertible, they are not considered derivative financial instruments. However, the Fund’s mandatory convertible securities include features which render them more sensitive to price changes of their underlying securities.

 

 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

Thus they expose the Fund to greater downside risk than traditional convertible securities, but generally less than that of the underlying common stock.

 

8.  Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

 

9.  Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclose in the financial statements.

 

Shareholder Meeting – May 13, 2024 – Final Results

 

The Fund’s Annual Meeting of Shareholders was held on May 13, 2024. At that meeting common and preferred shareholders, voting together as a single class, re-elected Mario J. Gabelli and Daniel D. Harding as Trustees of the Fund, with 7,548,997 votes, and 11,365,422 votes cast in favor of these Trustees, and 5,028,002 votes, and 1,211,576 votes withheld for these Trustees, respectively.

 

In addition, preferred shareholders, voting as a separate class, re-elected Nicolas W. Platt as a Trustee of the Fund, with 1,819,317 votes cast in favor of this Trustee and 34,587 votes withheld for this Trustee. Elizabeth C. Bogan, Kinchen C. Bizzell, James P. Conn, James A. Dinsmore, Frank J. Fahrenkopf, Jr., Michael J. Melarkey, and Anthonie C. van Ekris continue to serve in their capacities as Trustees of the Fund.

 

We thank you for your participation and appreciate your continued support.

 

 

Ellsworth Growth and Income Fund Ltd.

 

Board Consideration and Re-Approval of Investment Advisory Agreement (Unaudited)

 

At its meeting on February 13, 2024, the Board of Trustees (Board) of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees who are not interested persons of the Fund (the Independent Board Members). The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

 

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio managers, the depth of the analyst pool available to the Adviser and the portfolio managers, the scope of supervisory, administrative, shareholder, and other services supervised or provided by the Adviser, and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio managers as well as the Independent Board Members’ satisfaction with the performance of the portfolio managers since the Adviser assumed control of the Fund in 2015.

 

Investment Performance. The Independent Board Members reviewed the performance of the Fund for the one-, three-, five-, and ten-year periods (as of December 31, 2023) against a peer group of 10 other convertible funds prepared by the Adviser (the Adviser Peer Group) and against a peer group of 17 other comparable funds constituting the Fund’s Lipper category (Closed-End Core, Convertible and Value Equity Funds) (the Lipper Peer Group). The Independent Board Members noted that the Fund’s performance was in the fourth quartile for the one- and three-year periods, and in the third quartile for five-, and ten-year periods for the Adviser Peer Group, and in the fourth quartile for the one- and three-year periods, and in the third quartile for five-, and ten-year periods for the Lipper Peer Group. The Independent Board Members then discussed the utility of these comparisons, noting the inclusion of unlevered open-end funds in the applicable peer groups and the impact of the Fund’s leveraged capital structure in the challenging market for convertible securities over the past year. The Independent Board Members noted that the Fund’s performance compared more favorably to leveraged closed-end funds included in the Adviser Peer Group, recognizing that the Fund had the best performance of this subset of the Adviser Peer Group over the five and ten-year periods. The Independent Board Members discussed how this result was consistent with their overall view of the high quality portfolio management services the Adviser provides to the Fund. The Independent Board Members also recalled the discussion earlier in the Meeting regarding the current dynamics in the convertible market, the Adviser’s strategy to improve performance by taking advantage of those dynamics and the Fund’s positive performance over the past quarter.

 

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge and noted the Adviser’s estimated pre-tax operating margin attributable to the Fund in both scenarios.

 

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members noted that the Fund was a closed-end fund and unlikely to realize any economies of scale potentially available through growth in the absence of additional offerings.

 

Sharing of Economies of Scale. The Independent Board Members noted that the Fund’s advisory fee contained a reduction for assets in excess of $100 million, which would indicate a sharing even if economies of scale were not experienced at such a low asset level.

 

 

Ellsworth Growth and Income Fund Ltd.

Board Consideration and Re-Approval of Investment Advisory Agreement (Unaudited) (Continued)

 

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund with similar expense ratios of the Adviser Peer Group and Lipper Peer Group. The Independent Board Members noted that the Adviser’s management fee includes substantially all administrative services for the Fund as well as investment advisory services. The Independent Board Members noted that within the Adviser Peer Group, the Fund’s investment management fee was lower than the Adviser Peer Group average and total expense ratio was higher the Adviser Peer Group average. The Independent Board Members further noted that the Fund’s investment management fee was above the Lipper Peer Group average and total expense ratio was below the Lipper Peer Group average. The Independent Board Members also noted that the management fee structure was different from that in effect for most of the Gabelli funds, in that it contains a reduction for assets in excess of $100 million and is lower than the management fees in effect for most other Gabelli funds due to the retention of the Fund’s historical fee structure when the Adviser assumed the management of the Fund in 2015.

 

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services and good ancillary services, and that the Fund’s performance record has been acceptable since the Adviser assumed control of the Fund in 2015. In light of the Fund’s recent underperformance in the difficult market for convertibles over the last year, the Independent Board Members determined to direct the Adviser to study the Fund’s better performing peers during this period to ascertain whether the Adviser could learn any lessons from these peers, and to report back to the Board on its findings. The Independent Board Members concluded that the profitability to the Adviser of managing the Fund was acceptable and that economies of scale were not a significant factor in their thinking at this point. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the Advisory Agreement to the full Board.

 

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was appropriate in light of the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based their decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

 

 

Ellsworth Growth and Income Fund Ltd.

One Corporate Center

Rye, NY 10580-1422

 

 

 

 

(Y)our Portfolio Manager Biography

 

James A. Dinsmore, CFA, joined Gabelli Funds, LLC in 2015. He currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Fund Complex. Mr. Dinsmore received a BA in Economics from Cornell University and an MBA degree from Rutgers University.

 

Consultant to Portfolio Manager

 

Thomas H. Dinsmore, CFA, joined Gabelli Funds, LLC in 2015. He currently serves as a consultant to Gabelli Funds, LLC. Previously Mr. Dinsmore was Chairman and CEO of Dinsmore Capital Management; CEO and Portfolio Manager of Bancroft Fund Ltd; and CEO, Portfolio Manager, and co-founder of Ellsworth Growth and Income Fund Ltd. He received a BS in Economics from the Wharton School of Business and an MA degree in Economics from Fairleigh Dickinson University.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The net asset value per share appears in the Publicly Traded Funds column, under the heading “Specialized Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “Convertible Securities Funds.”

 

The net asset value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.

 

The NASDAQ symbol for the net asset value is “XECFX.”

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 10% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.

 

 

(b)

Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)

Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.

 

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

REGISTRANT PURCHASES OF EQUITY SECURITIES

 

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 10/01/2023 through 10/31/2023	Common – 1,000 Preferred Series A – 4,286 Preferred Series B – N/A	Common – $7.35 Preferred Series A – $21.70 Preferred Series B – N/A	Common – 1,000    Preferred Series A – 4,286 Preferred Series B – N/A	Common – 13,748,708 - 1,000 = 13,747,708 Preferred Series A – 1,167,315 - 4,286 = 1,163,029 Preferred Series B – 1,303,000
Month #2 11/01/2023 through 11/30/2023	Common – 4,915 Preferred Series A – 1,470 Preferred Series B – N/A	Common – $7.60 Preferred Series A – $21.87 Preferred Series B – N/A	Common – 4,915   Preferred Series A – 1,470 Preferred Series B – N/A	Common – 13,747,708 - 4,915 = 13,742,793   Preferred Series A – 1,163,029 - 1,470 = 1,161,559 Preferred Series B – 1,303,000
Month #3 12/01/2023 through 12/31/2023	Common – 7,899 Preferred Series A – N/A Preferred Series B – N/A	Common – $7.80 Preferred Series A – N/A Preferred Series B – N/A	Common – 7,899 Preferred Series A – N/A Preferred Series B – N/A	Common – 13,742,793 - 7,899 = 13,734,894   Preferred Series A –  1,161,559 Preferred Series B – 1,303,000
Month #4 01/01/2024 through 01/31/2024	Common – 7,600 Preferred Series A – N/A Preferred Series B – N/A	Common – $7.88 Preferred Series A – N/A Preferred Series B – N/A	Common – 7,600   Preferred Series A – N/A Preferred Series B – N/A	Common – 13,734,894 - 7,600 = 13,727,294   Preferred Series A – 1,161,559 Preferred Series B – 1,303,000
Month #5 02/01/2024 through 02/29/2024	Common – 4,000 Preferred Series A – N/A Preferred Series B – N/A	Common – $8.04 Preferred Series A – N/A Preferred Series B – N/A	Common – 4,000   Preferred Series A – N/A Preferred Series B – N/A	Common – 13,727,294 - 4,000 = 13,790,740 Preferred Series A –  1,161,559 Preferred Series B – 1,303,000
Month #6 03/01/2024 through 03/31/2024	Common – N/A Preferred Series A – N/A Preferred Series B – N/A	Common – N/A Preferred Series A – N/A Preferred Series B – N/A	Common – N/A   Preferred Series A – N/A Preferred Series B – N/A	Common – 13,790,740 Preferred Series A – 1,161,559 Preferred Series B – 1,303,000
Total	Common – 25,414   Preferred Series A – 5,756 Preferred Series B – N/A	Common – $7.78 Preferred Series A – $21.76 Preferred Series B – N/A	Common – 25,414   Preferred Series A – 5,756 Preferred Series B – N/A

 

 

a.

The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs semiannually in the Fund’s shareholder reports in accordance with Section 23(c) of the Investment Company Act of 1940, as amended.

b.

The dollar amount (or share or unit amount) approved – Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 10% or more from the net asset value of the shares. Any or all preferred shares outstanding may be repurchased when the Fund’s preferred shares are trading at a discount to the liquidation value of $25.00.

c.

The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing.

d.

Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing.

e.

Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases.  – The Fund’s repurchase plans are ongoing.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 11. Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1)

Not applicable.

 

(a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(2)(1)

Not applicable.

 

(a)(2)(2)

Not applicable.

 

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

Ellsworth Growth and Income Fund Ltd.

 

By (Signature and Title)*	/s/ James A. Dinsmore
	James A. Dinsmore, Principal Executive Officer

 

Date

June 6, 2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*	/s/ James A. Dinsmore
	James A. Dinsmore, Principal Executive Officer\

 

Date

June 6, 2024

  

By (Signature and Title)*	/s/ John C. Ball
	John C. Ball, Principal Financial Officer and Treasurer

 

Date

June 6, 2024

 

^* Print the name and title of each signing officer under his or her signature.