Ellsworth
Growth and Income Fund Ltd.
Schedule
of Investments (Continued) — March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
Market
|
|
Shares
|
|
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
COMMON STOCKS (Continued)
|
|
|
|
|
|
Consumer Products — 0.6%
|
|
|
24,000
|
|
|
Unilever plc, ADR
|
|
$
|
1,015,518
|
|
|
$
|
1,339,920
|
|
|
|
|
|
Energy and Utilities — 0.0%
|
|
|
|
|
|
|
|
|
|
132
|
|
|
Goodrich Petroleum Corp.†
|
|
|
1,489
|
|
|
|
1,249
|
|
|
|
|
|
Entertainment — 1.1%
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
The Walt Disney Co.†
|
|
|
904,912
|
|
|
|
2,306,500
|
|
|
|
|
|
Food and Beverage — 0.5%
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
Conagra Brands Inc.
|
|
|
744,389
|
|
|
|
1,128,000
|
|
|
|
|
|
Health Care — 2.6%
|
|
|
|
|
|
|
|
|
|
12,960
|
|
|
Eli Lilly and Co.
|
|
|
691,431
|
|
|
|
2,421,187
|
|
|
22,651
|
|
|
Merck & Co. Inc.
|
|
|
839,335
|
|
|
|
1,746,166
|
|
|
40,000
|
|
|
Pfizer Inc.
|
|
|
877,602
|
|
|
|
1,449,200
|
|
|
|
|
|
|
|
|
2,408,368
|
|
|
|
5,616,553
|
|
|
|
|
|
Real Estate Investment Trusts — 4.8%
|
|
|
10,000
|
|
|
American Tower Corp
|
|
|
900,500
|
|
|
|
2,390,600
|
|
|
16,100
|
|
|
Crown Castle International
|
|
|
|
|
|
|
|
|
|
|
|
|
Corp.(e)
|
|
|
1,232,711
|
|
|
|
2,771,293
|
|
|
5,000
|
|
|
Equinix Inc.
|
|
|
1,308,172
|
|
|
|
3,397,950
|
|
|
7,000
|
|
|
SBA Communications Corp.
|
|
|
710,771
|
|
|
|
1,942,850
|
|
|
|
|
|
|
|
|
4,152,154
|
|
|
|
10,502,693
|
|
|
|
|
|
Semiconductors — 0.6%
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
Intel Corp.
|
|
|
546,600
|
|
|
|
1,280,000
|
|
|
|
|
|
Telecommunications — 2.0%
|
|
|
30,000
|
|
|
AT&T Inc.
|
|
|
829,600
|
|
|
|
908,100
|
|
|
16,119
|
|
|
T-Mobile US Inc.†
|
|
|
573,400
|
|
|
|
2,019,550
|
|
|
25,000
|
|
|
Verizon Communications Inc.
|
|
|
937,353
|
|
|
|
1,453,750
|
|
|
|
|
|
|
|
|
2,340,353
|
|
|
|
4,381,400
|
|
|
|
|
|
TOTAL COMMON STOCKS
|
|
|
13,534,841
|
|
|
|
33,507,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WARRANTS — 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy and Utilities — 0.0%
|
|
|
1,131
|
|
|
Goodrich Petroleum Corp.,
|
|
|
|
|
|
|
|
|
|
|
|
|
expire 10/12/26†(c)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GOVERNMENT OBLIGATIONS — 2.0%
|
|
$
|
4,384,000
|
|
|
U.S. Treasury Bills,
|
|
|
|
|
|
|
|
|
|
|
|
|
0.005% to 0.049%††,
|
|
|
|
|
|
|
|
|
|
|
|
|
04/29/21 to 06/24/21
|
|
|
4,383,920
|
|
|
|
4,383,915
|
|
|
|
|
|
|
Market
|
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENTS — 100.0%
|
|
$
|
157,046,232
|
|
|
$
|
219,211,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets and Liabilities
(Net)
|
|
|
|
|
|
|
2,824,490
|
|
PREFERRED STOCK
|
|
|
|
|
|
|
|
|
(1,200,000 preferred shares outstanding)
|
|
|
|
|
|
|
(30,000,000
|
)
|
NET ASSETS
|
|
|
|
|
|
|
|
|
(13,499,458 common shares outstanding)
|
|
|
|
|
|
$
|
192,036,431
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE
|
|
|
|
|
|
|
|
|
($192,036,431 ÷ 13,499,458 shares
outstanding)
|
|
|
|
|
|
$
|
14.23
|
|
|
(a)
|
Security
exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These
securities may be resold in transactions exempt from registration, normally to qualified
institutional buyers.
|
|
(b)
|
At
March 31, 2021, the Fund held an investment in a restricted and illiquid security amounting
to $3,018,625 or 1.38% of the Fund’s total investments, which were valued under
methods approved by the Board of Trustees as follows:
|
|
|
|
|
|
|
|
|
03/31/21
|
|
Acquisition
|
|
|
|
|
|
|
|
Carrying
|
|
Principal
|
|
|
|
Acquisition
|
|
Acquisition
|
|
Value
|
|
Amount
|
|
Issuer
|
|
Dates
|
|
Cost
|
|
Per
Bond
|
|
$1,025,000
|
|
Colony
Capital Operating
|
|
|
|
|
|
|
|
|
|
Co.
LLC, 5.750%,
|
|
07/17/20
-
|
|
|
|
|
|
|
|
07/15/25
|
|
11/11/20
|
|
$1,264,133
|
|
$2,945.0000
|
|
|
(c)
|
Security
is valued using significant unobservable inputs and is classified as Level 3 in the fair
value hierarchy.
|
|
(d)
|
Mandatory
convertible securities are required to be converted on the dates listed; they generally
may be converted prior to these dates at the option of the holder.
|
|
(e)
|
Securities,
or a portion thereof, with a value of $2,065,560 were deposited with Pershing LLC.
|
|
†
|
Non-income
producing security.
|
|
††
|
Represents
annualized yields at dates of purchase.
|
|
ADR
|
American
Depositary Receipt
|
See
accompanying notes to financial statements.
Ellsworth
Growth and Income Fund Ltd.
Statement
of Assets and Liabilities
|
|
March
31, 2021 (Unaudited)
|
|
Assets:
|
|
|
|
|
Investments,
at value (cost $157,046,232)
|
|
$
|
219,211,941
|
|
Receivable
for investments sold
|
|
|
7,442,386
|
|
Dividends
and interest receivable
|
|
|
535,986
|
|
Deferred
offering expense
|
|
|
103,008
|
|
Prepaid
expenses
|
|
|
4,479
|
|
Total
Assets
|
|
|
227,297,800
|
|
Liabilities:
|
|
|
|
|
Payable
to custodian
|
|
|
223,979
|
|
Distributions
payable
|
|
|
21,875
|
|
Payable
for investments purchased
|
|
|
4,665,617
|
|
Payable
for investment advisory fees
|
|
|
126,612
|
|
Payable
for payroll expenses
|
|
|
45,959
|
|
Payable
for accounting fees
|
|
|
7,500
|
|
Other
accrued expenses
|
|
|
169,827
|
|
Total
Liabilities
|
|
|
5,261,369
|
|
Preferred
Shares:
|
|
|
|
|
Series
A Cumulative Preferred Shares (5.250%, $25 liquidation value, $0.01 par value, unlimited shares authorized with 1,200,000
shares issued and outstanding)
|
|
|
30,000,000
|
|
Net
Assets Attributable to Common Shareholders
|
|
$
|
192,036,431
|
|
Net
Assets Attributable to Common Shareholders Consist of:
|
|
|
|
|
Paid-in
capital
|
|
$
|
117,393,340
|
|
Total
distributable earnings
|
|
|
74,643,091
|
|
Net
Assets
|
|
$
|
192,036,431
|
|
|
|
|
|
|
Net
Asset Value per Common Share:
|
|
|
|
|
($192,036,431
÷ 13,499,458 shares outstanding at $0.01 par value; unlimited number of shares authorized)
|
|
$
|
14.23
|
|
Statement
of Operations
|
For the Six Months Ended March 31, 2021 (Unaudited)
|
|
Investment
Income:
|
|
|
|
|
Dividends
(net of foreign withholding taxes of $1,744)
|
|
$
|
998,630
|
|
Interest
|
|
|
800,212
|
|
Total
Investment Income
|
|
|
1,798,842
|
|
Expenses:
|
|
|
|
|
Investment
advisory fees
|
|
|
735,184
|
|
Trustees’
fees
|
|
|
61,329
|
|
Shareholder
communications expenses
|
|
|
45,011
|
|
Payroll
expenses
|
|
|
36,560
|
|
Legal
and audit fees
|
|
|
34,552
|
|
Accounting
fees
|
|
|
22,500
|
|
Shareholder
services fees
|
|
|
14,729
|
|
Custodian
fees
|
|
|
9,316
|
|
Interest
expense
|
|
|
782
|
|
Miscellaneous
expenses
|
|
|
32,346
|
|
Total
Expenses
|
|
|
992,309
|
|
Expenses
paid indirectly by broker (See Note 3)
|
|
|
(667
|
)
|
Net
Expenses
|
|
|
991,642
|
|
Net
Investment Income
|
|
|
807,200
|
|
Net
Realized and Unrealized Gain on
|
|
|
|
|
Investments:
|
|
|
|
|
Net
realized gain on investments
|
|
|
14,562,853
|
|
Net
change in unrealized appreciation/depreciation: on investments
|
|
|
14,010,245
|
|
Net
Realized and Unrealized Gain on Investments
|
|
|
28,573,098
|
|
Net
Increase in Net Assets Resulting from Operations
|
|
|
29,380,298
|
|
Total
Distributions to Preferred Shareholders
|
|
|
(787,500
|
)
|
Net
Increase in Net Assets Attributable to Common Shareholders Resulting from Operations
|
|
$
|
28,592,798
|
|
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, 2021
|
|
|
Year
Ended
|
|
|
|
(Unaudited)
|
|
|
September
30, 2020
|
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
$
|
807,200
|
|
|
$
|
2,130,947
|
|
Net realized gain on investments
|
|
|
14,562,853
|
|
|
|
17,428,197
|
|
Net change in unrealized
appreciation/depreciation on investments
|
|
|
14,010,245
|
|
|
|
15,480,172
|
|
Net Increase in Net
Assets Resulting from Operations
|
|
|
29,380,298
|
|
|
|
35,039,316
|
|
Distributions to Preferred
Shareholders from accumulated earnings
|
|
|
(787,500
|
)*
|
|
|
(1,575,000
|
)
|
|
|
|
|
|
|
|
|
|
Net Increase in Net
Assets Attributable to Common Shareholders Resulting from Operations
|
|
|
28,592,798
|
|
|
|
33,464,316
|
|
Distributions to Common
Shareholders from accumulated earnings
|
|
|
(14,167,683
|
)*
|
|
|
(10,619,702
|
)
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
Net increase in net assets
from common shares issued upon reinvestment of distributions
|
|
|
4,015,628
|
|
|
|
2,058,986
|
|
Net Increase in Net
Assets from Fund Share Transactions
|
|
|
4,015,628
|
|
|
|
2,058,986
|
|
Net Increase in Net
Assets Attributable to Common Shareholders
|
|
|
18,440,743
|
|
|
|
24,903,600
|
|
|
|
|
|
|
|
|
|
|
Net Assets Attributable
to Common Shareholders:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
173,595,688
|
|
|
|
148,692,088
|
|
End of period
|
|
$
|
192,036,431
|
|
|
$
|
173,595,688
|
|
|
*
|
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, 2021
|
|
|
Year Ended September 30,
|
|
|
|
(Unaudited)
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Operating Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of year
|
|
$
|
13.15
|
|
|
$
|
11.42
|
|
|
$
|
11.07
|
|
|
$
|
10.18
|
|
|
$
|
9.60
|
|
|
$
|
9.45
|
|
Net investment income
|
|
|
0.07
|
|
|
|
0.16
|
|
|
|
0.20
|
|
|
|
0.17
|
|
|
|
0.18
|
|
|
|
0.20
|
|
Net realized and unrealized
gain on investments
|
|
|
2.15
|
|
|
|
2.50
|
|
|
|
0.77
|
|
|
|
1.33
|
|
|
|
0.93
|
|
|
|
0.76
|
|
Total from investment operations
|
|
|
2.22
|
|
|
|
2.66
|
|
|
|
0.97
|
|
|
|
1.50
|
|
|
|
1.11
|
|
|
|
0.96
|
|
Distributions to Preferred
Shareholders: (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.01
|
)*
|
|
|
(0.01
|
)
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
|
|
(0.00
|
)(b)
|
|
|
—
|
|
Net realized gain
|
|
|
(0.05
|
)*
|
|
|
(0.11
|
)
|
|
|
(0.09
|
)
|
|
|
(0.07
|
)
|
|
|
(0.00
|
)(b)
|
|
|
—
|
|
Total distributions to
preferred shareholders
|
|
|
(0.06
|
)
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
(0.00
|
)(b)
|
|
|
—
|
|
Net Increase in Net
Assets Attributable to Common Shareholders Resulting
from Operations
|
|
|
2.16
|
|
|
|
2.54
|
|
|
|
0.85
|
|
|
|
1.38
|
|
|
|
1.11
|
|
|
|
0.96
|
|
Distributions to Common
Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.27
|
)*
|
|
|
(0.14
|
)
|
|
|
(0.12
|
)
|
|
|
(0.19
|
)
|
|
|
(0.23
|
)
|
|
|
(0.26
|
)
|
Net realized gain
|
|
|
(0.80
|
)*
|
|
|
(0.67
|
)
|
|
|
(0.37
|
)
|
|
|
(0.29
|
)
|
|
|
(0.21
|
)
|
|
|
(0.53
|
)
|
Total distributions to
common shareholders
|
|
|
(1.07
|
)
|
|
|
(0.81
|
)
|
|
|
(0.49
|
)
|
|
|
(0.48
|
)
|
|
|
(0.44
|
)
|
|
|
(0.79
|
)
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net asset value
from common shares issued upon reinvestment of distributions
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)(b)
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
|
(0.04
|
)
|
Increase in net asset value
from repurchase of common shares (includes transaction costs)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.01
|
|
|
|
0.02
|
|
Offering costs for preferred
shares charged to paid-in capital
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.00
|
)(b)
|
|
|
(0.09
|
)
|
|
|
—
|
|
Total Fund share transactions
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)(b)
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
|
(0.09
|
)
|
|
|
(0.02
|
)
|
Net
Asset Value Attributable to Common Shareholders, End of Period
|
|
$
|
14.23
|
|
|
$
|
13.15
|
|
|
$
|
11.42
|
|
|
$
|
11.07
|
|
|
$
|
10.18
|
|
|
$
|
9.60
|
|
NAV total return†
|
|
|
16.86
|
%
|
|
|
23.56
|
%
|
|
|
7.89
|
%
|
|
|
13.85
|
%
|
|
|
10.89
|
%
|
|
|
10.64
|
%
|
Market value, end of period
|
|
$
|
13.52
|
|
|
$
|
11.55
|
|
|
$
|
10.49
|
|
|
$
|
10.31
|
|
|
$
|
9.26
|
|
|
$
|
8.19
|
|
Investment total return††
|
|
|
26.36
|
%
|
|
|
18.60
|
%
|
|
|
6.98
|
%
|
|
|
17.08
|
%
|
|
|
18.89
|
%
|
|
|
15.98
|
%
|
Ratios to Average
Net Assets and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets including liquidation
value of preferred shares, end of period (in 000’s)
|
|
$
|
222,036
|
|
|
$
|
203,596
|
|
|
$
|
178,692
|
|
|
$
|
173,192
|
|
|
$
|
161,015
|
|
|
|
—
|
|
Net assets attributable
to common shares, end of period (in 000’s)
|
|
$
|
192,036
|
|
|
$
|
173,596
|
|
|
$
|
148,692
|
|
|
$
|
143,192
|
|
|
$
|
131,015
|
|
|
$
|
123,905
|
|
Ratio of net investment
income to average net assets attributable to common shares
|
|
|
0.84
|
%(c)
|
|
|
1.36
|
%
|
|
|
1.80
|
%
|
|
|
1.64
|
%
|
|
|
1.92
|
%
|
|
|
2.19
|
%
|
Ratio of operating expenses
to average net assets attributable to common shares(d)
|
|
|
1.04
|
%(c)(e)
|
|
|
1.23
|
%(e)
|
|
|
1.20
|
%(e)
|
|
|
1.18
|
%(e)
|
|
|
1.08
|
%(e)
|
|
|
1.10
|
%
|
Portfolio turnover rate
|
|
|
20.6
|
%
|
|
|
51.6
|
%
|
|
|
52.1
|
%
|
|
|
34.6
|
%
|
|
|
32.0
|
%
|
|
|
38.0
|
%
|
See
accompanying notes to financial statements.
Ellsworth
Growth and Income Fund Ltd.
Financial
Highlights (Continued)
|
|
Six
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2021
|
|
|
Year
Ended September 30,
|
|
|
|
(Unaudited)
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Cumulative Preferred
Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.250% Series A Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of period
(in 000’s)
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
|
|
—
|
|
Total shares outstanding
(in 000’s)
|
|
|
1,200
|
|
|
|
1,200
|
|
|
|
1,200
|
|
|
|
1,200
|
|
|
|
1,200
|
|
|
|
—
|
|
Liquidation preference per share
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
|
—
|
|
Average market value(f)
|
|
$
|
26.13
|
|
|
$
|
25.59
|
|
|
$
|
24.64
|
|
|
$
|
24.56
|
|
|
$
|
25.14
|
|
|
|
—
|
|
Asset coverage per share
|
|
$
|
185.03
|
|
|
$
|
169.66
|
|
|
$
|
148.91
|
|
|
$
|
144.33
|
|
|
$
|
134.18
|
|
|
|
—
|
|
Asset Coverage
|
|
|
740
|
%
|
|
|
679
|
%
|
|
|
596
|
%
|
|
|
577
|
%
|
|
|
537
|
%
|
|
|
—
|
|
|
†
|
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 year.
|
|
(b)
|
Amount
represents less than $0.005 per share.
|
|
(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, 2021 and the years ended September 30, 2020,
2019, 2018, and 2017 would have been 0.90%, 1.03%, 0.99%, 0.96%, and 1.07%, respectively.
|
|
(f)
|
Based
on weekly prices.
|
See
accompanying notes to financial statements.
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited)
1.
Organization. Ellsworth Growth and Income Fund Ltd., organized as a Delaware statutory trust, operates as a diversified closed-end
management investment company, and is registered under the Investment Company Act of 1940, as amended (the 1940 Act). Investment
operations commenced in July 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.
The
global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations,
regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially
impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations, and its
ability to achieve its investment objectives.
New
Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, the Financial Accounting
Standards Board issued Accounting Standard Update (ASU) 2018-13, Fair Value Measurement Disclosure Framework – Changes to
the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which added, removed, and modified certain aspects relating
to fair value disclosure. Management has fully adopted the ASU 2018-13 in these 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
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
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.
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, 2021 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 3/31/21
|
|
INVESTMENTS IN SECURITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS (Market Value):
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Corporate Bonds (b)
|
|
|
—
|
|
|
$
|
154,554,716
|
|
|
|
—
|
|
|
$
|
154,554,716
|
|
Convertible Preferred Stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Services
|
|
|
—
|
|
|
|
—
|
|
|
$
|
452,399
|
|
|
|
452,399
|
|
Other Industries (b)
|
|
$
|
4,547,211
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,547,211
|
|
Total Convertible Preferred Stocks
|
|
|
4,547,211
|
|
|
|
—
|
|
|
|
452,399
|
|
|
|
4,999,610
|
|
Mandatory Convertible Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services
|
|
|
1,200,000
|
|
|
|
1,949,969
|
|
|
|
—
|
|
|
|
3,149,969
|
|
Other Industries (b)
|
|
|
18,615,985
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,615,985
|
|
Total Mandatory Convertible Securities
|
|
|
19,815,985
|
|
|
|
1,949,969
|
|
|
|
—
|
|
|
|
21,765,954
|
|
Common Stocks (b)
|
|
|
33,084,746
|
|
|
|
423,000
|
|
|
|
—
|
|
|
|
33,507,746
|
|
Warrants (b)
|
|
|
—
|
|
|
|
—
|
|
|
|
0
|
|
|
|
0
|
|
U.S. Government Obligations
|
|
|
—
|
|
|
|
4,383,915
|
|
|
|
—
|
|
|
|
4,383,915
|
|
TOTAL INVESTMENTS IN SECURITIES
|
|
$
|
57,447,942
|
|
|
$
|
161,311,600
|
|
|
$
|
452,399
|
|
|
$
|
219,211,941
|
|
|
(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 of Trustees.
|
|
(b)
|
Please
refer to the Schedule of Investments for the industry classifications of these portfolio
holdings.
|
During
the six months ended March 31, 2021, the Fund did not have transfers into or out of Level 3.
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
The
following table reconciles Level 3 investments for the Fund for which significant unobservable inputs were used to determine fair
value.
Ellsworth
Growth and
Income Fund
|
Balance
as of
09/30/20
|
Accrued
discounts/
(premiums)
|
Realized
gain/
(loss)
|
Change in
unrealized
appreciation/
(depreciation)†
|
Purchases
|
Sales
|
Transfers
into
Level 3
|
Transfers
out of
Level 3
|
Balance
as of
03/31/21
|
Net
change
in unrealized
appreciation/
depreciation
during the
period on
Level 3
investments
still held at
03/31/21†
|
INVESTMENTS
IN SECURITIES:
|
|
|
|
|
|
|
|
|
|
|
Assets
(Market Value):
|
|
|
|
|
|
|
|
|
|
|
EQUITY
CONTRACTS:
|
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred
|
|
|
|
|
|
|
|
|
|
|
Stocks
(a)
|
$452,399
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$452,399
|
—
|
Warrants
(a)
|
0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
0
|
—
|
TOTAL
INVESTMENTS IN SECURITIES
|
$452,399
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$452,399
|
—
|
|
(a)
|
Please
refer to the Schedule of Investments for the industry classifications of these portfolio
holdings.
|
|
†
|
Net
change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
|
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.
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. Among the factors to be considered
to fair value a security are 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.
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
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, 2021, the Fund did not incur 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 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 security held as of March 31, 2021, 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,
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
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.
Custodian
Fee Credits. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset
custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations
with the corresponding expense offset, if any, shown as “Custodian fee credits.”
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 Cumulative Preferred Shares (Series A Preferred) are recorded on a daily basis
and are determined as described in Note 5.
The
tax character of distributions paid during the fiscal year ended September 30, 2020 was as follows:
|
|
|
Common
|
|
|
Preferred
|
|
|
Distributions paid
from:
|
|
|
|
|
|
|
|
|
|
Ordinary income
(inclusive of short term capital gains)
|
|
$
|
4,755,492
|
|
|
$
|
705,283
|
|
|
Net long term capital gains
|
|
|
5,864,210
|
|
|
|
869,717
|
|
|
Total distributions paid
|
|
$
|
10,619,702
|
|
|
$
|
1,575,000
|
|
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
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
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, 2021:
|
|
|
|
Gross
|
|
Gross
|
|
Net
|
|
|
|
|
Unrealized
|
|
Unrealized
|
|
Unrealized
|
|
|
Cost
|
|
Appreciation
|
|
Depreciation
|
|
Appreciation
|
Investments
|
|
$157,046,236
|
|
$64,220,344
|
|
$(2,054,639)
|
|
$62,165,705
|
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, 2021, the
Fund did not incur any income tax, interest, or penalties. As of March 31, 2021, the Adviser has reviewed all open tax years and
concluded that there was no impact to the Fund’s net assets or results of operations. The Fund’s 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.
Agreements and Other Transactions. 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 daily 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
stock and 0.55% of the Fund’s average weekly net assets including the liquidation value of preferred stock 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, 2021, other than short term
securities and U.S. Government obligations, aggregated $44,378,843 and $54,989,260, respectively.
5.
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 its common shares in the open market when the shares are trading at a discount of 10.0%
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, 2021 and the fiscal year ended September 30, 2020, the Fund did not repurchase any shares.
Transactions
in common shares of beneficial interest for the six months ended March 31, 2021 and the fiscal year ended September 30, 2020 were
as follows:
|
|
|
Six
Months Ended
|
|
|
|
|
|
|
|
|
|
|
March
31, 2021
|
|
|
Year
Ended
|
|
|
|
|
(Unaudited)
|
|
|
September
30, 2020
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Net increase in net assets
from common shares issued upon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reinvestment of distributions
|
|
|
294,401
|
|
|
$
|
4,015,628
|
|
|
|
181,890
|
|
|
$
|
2,058,986
|
|
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
On
September 18, 2017, the Fund issued 1,200,000 shares of Series A Preferred, receiving $28,855,381, after the deduction of offering
expenses of $199,619 and underwriting fees of $945,000. The liquidation value of the Series A Preferred is $25 per share. The
Series A Preferred has an annual dividend rate of 5.250%. The Series A Preferred is noncallable before September 18, 2022. At
March 31, 2021, 1,200,000 shares of Series A Preferred were outstanding and accrued dividends amounted to $21,875. 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.
The
Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of Series A Preferred, par value
$0.01. The Series A Preferred are senior to the common shares and result in the financial leveraging of the common shares. Such
leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A Preferred are cumulative.
The Fund is required by the 1940 Act and by the Statement of Preferences to meet certain asset coverage tests with respect to
the Series A Preferred. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required
to redeem, in part or in full, the Series A Preferred at the redemption price of $25 per share plus an amount equal to the accumulated
and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet
the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and
could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a
manner unrelated to the fixed rate, which could have either a beneficial or detrimental impact on net investment income and gains
available to common shareholders.
The
holders of Series A Preferred generally are entitled to one vote per share held on each matter submitted to a vote of shareholders
of the Fund and will vote together with holders of common shares as a single class. The holders of Series A Preferred voting together
as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a
majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders
of all outstanding shares of the Series A Preferred, voting as a single class, will be required to approve any plan of reorganization
adversely affecting the Series A Preferred, and the approval of two-thirds of each class, voting separately, of the Fund’s
outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval
of a majority (as defined in the 1940 Act) of the outstanding Series A Preferred and of the Fund’s outstanding voting securities
are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment
policies.
6.
Transactions with Affiliates and Other Arrangements. 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, 2021, the Fund accrued $36,560 in payroll
expenses in the Statement of Operations.
During
the six months ended March 31, 2021, 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 $667.
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. During the six months ended March 31, 2021, the Fund accrued $22,500 in connection with the cost of computing the Fund’s
NAV.
Ellsworth
Growth and Income Fund Ltd.
Notes
to Financial Statements (Unaudited) (Continued)
The
Fund pays retainer and per meeting fees to Trustees not affiliated with the Adviser, plus specified amounts to the Lead Trustee,
Audit Committee Chairman, and Nominating 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.
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. 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 disclosure in
the financial statements.
Shareholder
Meeting – May 10, 2021 – Final Results
The
Fund’s Annual Meeting of Shareholders was held virtually on May 10, 2021. At that meeting common and preferred shareholders,
voting together as a single class, re-elected Mario J. Gabelli, Daniel D. Harding, and Nicolas W. Platt as Trustees of the Fund,
with 8,693,051 votes, 12,111,976 votes, and 12,107,674 votes cast in favor of these Trustees, and 3,582,587 votes, 163,662 votes,
and 167,965 votes withheld for these Trustees, respectively.
In
addition, preferred shareholders, voting as a separate class, re-elected Kuni Nakamura as a Trustee of the Fund, with 901,303
votes cast in favor of this Trustee and 18,514 votes withheld for this Trustee.
Kinchen
C. Bizzell, Elizabeth C. Bogan, 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.
AUTOMATIC
DIVIDEND REINVESTMENT
AND VOLUNTARY CASH PURCHASE PLANS
Enrollment
in the Plan
It
is the policy of Ellsworth Growth & Income Fund Ltd. to automatically reinvest dividends payable to common shareholders. As
a “registered” shareholder you automatically become a participant in the Fund’s Automatic Dividend Reinvestment
Plan (the “Plan”). The Plan authorizes the Fund to credit common shares to participants upon an income dividend or
a capital gains distribution regardless of whether the shares are trading at a discount or a premium to net asset value. All distributions
to shareholders whose shares are registered in their own names will be automatically reinvested pursuant to the Plan in additional
shares of the Fund. Plan participants may send their share certificates to American Stock Transfer (“AST”) to be held
in their dividend reinvestment account. Registered shareholders wishing to receive their distributions in cash must submit this
request in writing to:
Ellsworth
Growth and Income Fund Ltd.
c/o American Stock Transfer
6201 15th Avenue
Brooklyn, NY 11219
Shareholders
requesting this cash election must include the shareholder’s name and address as they appear on the share certificate. Shareholders
with additional questions regarding the Plan or requesting a copy of the terms of the Plan, may contact AST at (888) 888-0314.
If
your shares are held in the name of a broker, bank, or nominee, you should contact such institution. If such institution is not
participating in the Plan, your account will be credited with a cash dividend. In order to participate in the Plan through such
institution, it may be necessary for you to have your shares taken out of “street name” and re-registered in your
own name. Once registered in your own name your distributions will be automatically reinvested. Certain brokers participate in
the Plan. Shareholders holding shares in “street name” at participating institutions will have dividends automatically
reinvested. Shareholders wishing a cash dividend at such institution must contact their broker to make this change.
The
number of common shares distributed to participants in the Plan in lieu of cash dividends is determined in the following manner.
Under the Plan, for the first three calendar quarter distributions, whenever the market price of the Fund’s common shares
is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number of shares equivalent
to the cash dividends or capital gains distribution, participants are issued common shares valued at the greater of (i) the net
asset value as most recently determined or (ii) 95% of the then current market price of the Fund’s common shares. The valuation
date is the dividend or distribution payment date or, if that date is not a NYSE American trading day, the next trading day. If
the net asset value of the common shares at the time of valuation exceeds the market price of the common shares, participants
will receive common shares from the Fund valued at market price. For the fourth calendar quarter distribution when the market
price is lower, the Fund will issue shares at the market price. If the Fund should declare a dividend or capital gains distribution
payable only in cash, AST will buy common shares in the open market, or on the NYSE American, or elsewhere, for the participants’
accounts, except that AST will endeavor to terminate purchases in the open market and cause the Fund to issue shares at net asset
value if, following the commencement of such purchases, the market value of the common shares exceeds the then current net asset
value.
The
automatic reinvestment of dividends and capital gains distributions will not relieve participants of any income tax which may
be payable on such distributions. A participant in the Plan will be treated for federal income tax purposes as having received,
on a dividend payment date, a dividend or distribution in an amount equal to the cash the participant could have received instead
of shares.
Voluntary
Cash Purchase Plan
The
Voluntary Cash Purchase Plan is yet another vehicle for our shareholders to increase their investment in the Fund. In order to
participate in the Voluntary Cash Purchase Plan, shareholders must have their shares registered in their own name.
Participants
in the Voluntary Cash Purchase Plan have the option of making additional cash payments to AST for investments in the Fund’s
common shares at the then current market price. Shareholders may send an amount from $100 to $10,000. AST will use these funds
to purchase shares in the open market on or about the 15th of each month. AST will charge each shareholder who participates a
pro rata share of the brokerage commissions. Brokerage charges for such purchases are expected to be less than the usual brokerage
charge for such transactions. It is suggested that any voluntary cash payments be sent to American Stock Transfer, 6201 15th Avenue,
Brooklyn, NY 11219 such that AST receives such payments approximately 10 days before the investment date. Funds not received at
least five days before the investment date shall be held for investment until the next purchase date. A payment may be withdrawn
without charge if notice is received by AST at least 48 hours before such payment is to be invested.
Shareholders
wishing to liquidate shares held at AST must do so in writing or by telephone. Please submit your request to the above mentioned
address or telephone number. Include in your request your name, address, and account number. Brokerage charges are expected to
be less than the usual brokerage charge for such transactions.
For
more information regarding the Automatic Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available
by calling (914) 921-5070 or by writing directly to the Fund.
The
Fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution
paid subsequent to written notice of the change sent to the members of the Plan at least 90 days before the record date for such
dividend or distribution. The Plan also may be amended or terminated by AST on at least 90 days written notice to participants
in the Plan.
ELLSWORTH
GROWTH AND INCOME FUND LTD.
AND
YOUR PERSONAL PRIVACY
Who
are we?
The
Ellsworth Growth and Income Fund Ltd. is a closed-end management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, which is affiliated with GAMCO Investors,
Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory services for a variety
of clients.
What
kind of non-public information do we collect about you if you become a Fund shareholder?
When
you purchase shares of the Fund on the NYSE American, you have the option of registering directly with our transfer agent in order,
for example, to participate in our dividend reinvestment plan.
|
●
|
Information
you give us on your application form. This could include your name, address, telephone
number, social security number, bank account number, and other information.
|
|
●
|
Information
about your transactions with us. This would include information about the shares
that you buy or sell; it may also include information about whether you sell or exercise
rights that we have issued from time to time. If we hire someone else to provide services
— like a transfer agent — we will also have information about the transactions
that you conduct through them.
|
What
information do we disclose and to whom do we disclose it?
We
do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates,
our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law
permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of
Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.
What
do we do to protect your personal information?
We
restrict access to non-public personal information about you to the people who need to know that information in order to provide
services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical,
electronic, and procedural safeguards to keep your personal information confidential.
This
page was intentionally left blank.
Ellsworth
Growth and Income Fund Ltd.
One
Corporate Center
Rye, NY 10580-1422
(Y)our
Portfolio Management Team Biographies
Thomas
H. 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. 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.
Jane
D. O’Keeffe joined Gabelli Funds, LLC in 2015. She currently serves as a portfolio manager of Gabelli Funds, LLC and
manages several funds within the Fund Complex. Previously Ms. O’Keeffe was President and Director of Dinsmore Capital Management
where she was also a Portfolio Manager of Bancroft Fund Ltd. and Ellsworth Growth and Income Fund Ltd. Prior to joining Dinsmore
Capital Management, Ms. O’Keeffe held positions of increasing responsibilities at IDS Progressive Fund, Soros Fund Management
Company, Simms Capital Management, and Fiduciary Trust International. She earned a BA from the University of New Hampshire and
attended the Lubin Graduate School of Business at Pace University.
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.
We have
separated the portfolio managers’ commentary from the financial statements and investment portfolio due to corporate
governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio
managers’ commentary is unrestricted. Both the commentary and the financial statements, including the portfolio of investments,
will be available on our website at www.gabelli.com.
|
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 10.0%
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.
|
ELLSWORTH
GROWTH AND INCOME FUND LTD.
One Corporate Center
Rye, NY 10580-1422
|
t
|
800-GABELLI
(800-422-3554)
|
GABELLI.COM
|
TRUSTEES
|
|
Mario
J. Gabelli, CFA
|
Chairman
and
|
Chief
Executive Officer,
|
GAMCO
Investors, Inc.
|
Executive
Chairman,
|
Associated
Capital Group Inc.
|
|
Kinchen
C. Bizzell
|
Former
Managing Director,
|
CAVU
Securities
|
|
Elizabeth
C. Bogan
|
Senior
Lecturer, Economics
|
Princeton
University
|
|
James
P. Conn
|
Former
Managing Director &
|
Chief
Investment Officer,
|
Financial
Security Assurance
|
Holdings
Ltd.
|
|
James
A. Dinsmore, CFA
|
Portfolio
Manager,
|
Gabelli
Funds, LLC
|
|
|
Frank
J. Fahrenkopf, Jr.
|
Former
President &
|
Chief
Executive Officer,
|
American
Gaming Association
|
|
Daniel
D. Harding
|
Managing
General Partner,
|
Global
Equity Income Fund
|
|
|
Michael
J. Melarkey
|
Of
Counsel,
|
McDonald
Carano Wilson LLP
|
|
Kuni
Nakamura
|
President,
|
Advanced
Polymer, Inc.
|
|
|
|
|
Nicolas
W. Platt
|
Former
Managing Director,
|
FTI
Consulting Inc.
|
|
Anthonie
C. van Ekris
|
Chairman,
|
BALMAC
International Inc.
|
|
OFFICERS
|
|
James
A. Dinsmore, CFA
|
President
|
|
John
C. Ball
|
Treasurer
|
|
Peter
Goldstein
|
Secretary
& Vice President
|
|
Richard
J. Walz
|
Chief
Compliance Officer
|
|
Laurissa
M. Martire
|
Vice
President & Ombudsman
|
|
Bethany
A. Uhlein
|
Vice
President & Ombudsman
|
|
INVESTMENT
ADVISER
|
|
Gabelli
Funds, LLC
|
|
CUSTODIAN
|
|
State
Street Bank and Trust
|
Company
|
|
COUNSEL
|
|
Skadden,
Arps, Slate, Meagher &
|
Flom
LLP
|
|
TRANSFER
AGENT AND
|
REGISTRAR
|
|
American
Stock Transfer and
|
Trust
Company
|
|
|
|
ECF
Q1/2021