UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-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, 2019
FormN-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 Rule30e-1 under the Investment Company Act of 1940 (17 CFR270.30e-1). The Commission may use the information provided on FormN-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by FormN-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in FormN-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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
Ellsworth Growth and Income Fund Ltd.
Semiannual Report — March 31, 2019
(Y)our Portfolio Management Team
To Our Shareholders,
For the six months ended March 31, 2019, the net asset value (NAV) total return of the Ellsworth Growth and Income Fund Ltd. was 1.1%, compared with total returns of (0.0)% and 3.3% for the ICE Bank of America Merrill Lynch U.S. Convertibles Index and the Bloomberg Barclays Balanced U.S. Convertibles Index, respectively. The total return for the Fund’s publicly traded shares was (4.3)%. The Fund’s NAV per share was $10.93, while the price of the publicly traded shares closed at $9.60 on the NYSE American. See page 2 for additional performance information
Enclosed are the financial statements, including the schedule of investments, as of March 31, 2019.
Beginning on January 1, 2021, 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 call800-422-3554 or send an email request to info@gabelli.com.
Comparative Results
Average Annual Returns through March 31, 2019 (a)(b) (Unaudited)
| Six Months | 1 Year | 3 Year | 5 Year | 10 Year | Since Inception (06/30/86) | |||||||||||||||||||||||||
Ellsworth Growth and Income Fund Ltd. | ||||||||||||||||||||||||||||||
NAV Total Return (c) | 1.11 | % | 11.24 | % | 11.80 | % | 7.54 | % | 12.20 | % | 8.05 | % | ||||||||||||||||||
Investment Total Return (d) | (4.27 | ) | 10.75 | 13.84 | 9.00 | 12.91 | 8.30 | |||||||||||||||||||||||
ICE Bank of America Merrill Lynch U.S. Convertibles Index | (0.00 | ) | 7.84 | 12.13 | 7.13 | 13.00 | N/A | (e) | ||||||||||||||||||||||
Bloomberg Barclays Balanced U.S. Convertibles Index | 3.32 | 9.49 | 8.40 | 4.04 | 9.75 | N/A | (f) | |||||||||||||||||||||||
Standard & Poor’s (S&P) 500 Index | (1.72 | ) | 9.50 | 13.51 | 10.91 | 15.92 | 10.15 | |||||||||||||||||||||||
| (a) | Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. The Fund’s use of leverage may magnify the volatility of net asset value changes versus funds that do not employ leverage. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Performance returns for periods of less than one year are not annualized. Returns would have been lower had Gabelli Funds, LLC (the Adviser) not reimbursed certain expenses of the Fund. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing.The ICE Bank of America Merrill Lynch U.S. Convertibles Index is a market value weighted index of all dollar denominated convertible securities that are exchangeable into U.S. equities that have a market value of more than $50 million. The Bloomberg Barclays Balanced U.S. Convertibles Index is a market value weighted index that tracks the performance of publicly placed, dollar denominated convertible securities that are between 40% and 80% sensitive to movements in their underlying common stocks. The S&P 500 Index is an unmanaged indicator of stock market performance. Dividends and interest income are considered reinvested. You cannot invest directly in an index. |
| (b) | The Fund’s fiscal year ends on September 30. |
| (c) | Total returns and average annual returns reflect changes in the NAV per share, reinvestment of distributions at NAV on theex-dividend date for the period beginning November 2015, and are net of expenses. Total returns and average annual returns were not adjusted for the 2004 rights offering. For the period from December 2008 through October 2015, the distributions were reinvested on the payable date using market prices. From inception through November 2008, distributions were reinvested on the payable date using NAV. Since inception return is based on an initial NAV of $9.30. |
| (d) | Total returns and average annual returns reflect changes in closing market values on the NYSE American and reinvestment of distributions. Total returns and average annual returns were not adjusted for the 2004 rights offering. Since inception return is based on an initial offering price of $10.00. |
| (e) | The ICE Bank of America Merrill Lynch U.S. Convertibles Index inception date is December 31, 1994. |
| (f) | The Bloomberg Barclays Balanced U.S. Convertibles Index inception date is January 1, 2003. |
Summary of Portfolio Holdings (Unaudited)
The following table presents portfolio holdings as a percent of total investments as of March 31, 2019:
Ellsworth Growth and Income Fund Ltd.
Computer Software and Services | 18.5 | % | ||
Health Care | 17.3 | % | ||
Financial Services | 10.0 | % | ||
Energy and Utilities | 8.1 | % | ||
Real Estate | 6.8 | % | ||
Diversified Industrial | 6.2 | % | ||
Semiconductors | 5.9 | % | ||
Telecommunications | 5.0 | % | ||
Consumer Services | 4.8 | % | ||
Business Services | 2.9 | % | ||
Communications Equipment | 2.6 | % | ||
Aerospace | 2.2 | % | ||
Cable and Satellite | 1.6 | % |
Entertainment | 1.1 | % | ||
Automotive | 1.1 | % | ||
Building and Construction | 1.1 | % | ||
Transportation | 1.0 | % | ||
Food and Beverage | 0.9 | % | ||
Consumer Products | 0.8 | % | ||
U.S. Government Obligations | 0.8 | % | ||
Equipment and Supplies | 0.6 | % | ||
Agriculture | 0.4 | % | ||
Electronics
|
| 0.3
| %
| |
|
| |||
|
100.0 |
% | ||
|
|
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 FormN-PORT effective with the June 30, 2019 quarter end. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at800-GABELLI(800-422-3554).The Fund’s FormN-PORT is available on the SEC’s website at www.sec.gov.
Proxy Voting
The Fund files FormN-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 the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling800-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.
3
Ellsworth Growth and Income Fund Ltd.
Schedule of Investments — March 31, 2019 (Unaudited)
Principal | Cost | Market | ||||||||||
CONVERTIBLE CORPORATE BONDS — 61.3% |
| |||||||||||
Aerospace — 2.2% | ||||||||||||
| $ | 1,000,000 | Aerojet Rocketdyne Holdings Inc., | $ | 1,025,379 | $ | 1,486,995 | ||||||
| 2,038,000 | Kaman Corp., | 2,100,092 | 2,251,803 | |||||||||
|
|
|
| |||||||||
| 3,125,471 | 3,738,798 | |||||||||||
|
|
|
| |||||||||
Automotive — 1.1% | ||||||||||||
| 1,000,000 | NIO Inc., | 980,796 | 860,979 | |||||||||
| 1,000,000 | Tesla Inc., | 943,389 | 1,029,393 | |||||||||
|
|
|
| |||||||||
| 1,924,185 | 1,890,372 | |||||||||||
|
|
|
| |||||||||
Business Services — 1.2% | ||||||||||||
| 1,500,000 | Perficient Inc., | 1,462,644 | 1,465,221 | |||||||||
| 400,000 | RingCentral Inc., | 400,000 | 572,116 | |||||||||
|
|
|
| |||||||||
| 1,862,644 | 2,037,337 | |||||||||||
|
|
|
| |||||||||
Cable and Satellite — 1.6% | ||||||||||||
| 2,000,000 | DISH Network Corp., | 1,881,739 | 1,704,000 | |||||||||
| 1,525,000 | Global Eagle Entertainment Inc., | 1,026,178 | 992,663 | |||||||||
|
|
|
| |||||||||
| 2,907,917 | 2,696,663 | |||||||||||
|
|
|
| |||||||||
Communications Equipment — 2.6% |
| |||||||||||
| 1,000,000 | Harmonic Inc., | 1,000,000 | 1,141,946 | |||||||||
| 2,000,000 | InterDigital Inc., | 2,018,758 | 2,096,551 | |||||||||
| 1,000,000 | Vocera Communications Inc., | 1,127,057 | 1,177,491 | |||||||||
|
|
|
| |||||||||
| 4,145,815 | 4,415,988 | |||||||||||
|
|
|
| |||||||||
Computer Software and Services — 15.7% |
| |||||||||||
| 1,735,000 | Boingo Wireless Inc., | 1,608,705 | 1,563,364 | |||||||||
| 875,000 | Coupa Software Inc., | 995,933 | 1,830,545 | |||||||||
| 2,500,000 | CSG Systems International Inc., | 2,571,855 | 2,636,000 | |||||||||
| 1,500,000 | Evolent Health Inc., | 1,462,520 | 1,193,801 | |||||||||
| 697,000 | GDS Holdings Ltd., | 650,475 | 675,515 | |||||||||
| 2,002,000 | IAC FinanceCo. Inc., | 2,222,061 | 2,943,528 | |||||||||
| 1,250,000 | LivePerson Inc., | 1,259,695 | 1,292,250 | |||||||||
Principal | Cost | Market | ||||||||||
| $ | 2,135,000 | Lumentum Holdings Inc., | $ | 2,195,086 | $ | 2,524,087 | ||||||
| 1,500,000 | MercadoLibre Inc., | 1,481,681 | 2,020,313 | |||||||||
| 1,795,000 | New Relic Inc., | 1,864,156 | 2,021,858 | |||||||||
| 1,032,000 | Nice Systems Inc., | 1,073,333 | 1,579,324 | |||||||||
| 812,000 | Okta Inc., | 832,941 | 1,470,126 | |||||||||
| 375,000 | Pluralsight Inc., | 375,000 | 402,089 | |||||||||
| 1,700,000 | PROS Holdings Inc., | 1,507,837 | 1,816,884 | |||||||||
| 1,000,000 | Q2 Holdings Inc., | 1,085,989 | 1,312,270 | |||||||||
| 1,500,000 | Splunk Inc., | 1,512,604 | 1,648,563 | |||||||||
|
|
|
| |||||||||
| 22,699,871 | 26,930,517 | |||||||||||
|
|
|
| |||||||||
Consumer Services — 4.8% |
| |||||||||||
| 1,000,000 | Chegg Inc., | 996,873 | 990,166 | |||||||||
| 1,500,000 | Extra Space Storage LP, | 1,518,442 | 1,726,793 | |||||||||
| 2,000,000 | Quotient Technology Inc., | 2,005,625 | 1,883,385 | |||||||||
| 1,500,000 | Square Inc., | 1,664,597 | 1,810,916 | |||||||||
| 1,695,000 | Team Inc., 5.000%, 08/01/23 | 1,643,590 | 1,837,993 | |||||||||
|
|
|
| |||||||||
| 7,829,127 | 8,249,253 | |||||||||||
|
|
|
| |||||||||
Diversified Industrial — 3.0% |
| |||||||||||
| 750,000 | Chart Industries Inc., | 752,517 | 1,223,845 | |||||||||
| 1,000,000 | KBR Inc., | 1,008,881 | 1,014,604 | |||||||||
| 2,000,000 | Knowles Corp., | 2,060,439 | 2,343,235 | |||||||||
| 500,000 | TimkenSteel Corp., | 505,340 | 585,683 | |||||||||
|
|
|
| |||||||||
| 4,327,177 | 5,167,367 | |||||||||||
|
|
|
| |||||||||
Electronics — 0.3% |
| |||||||||||
| 560,000 | Applied Optoelectronics Inc., | 560,000 | 556,372 | |||||||||
|
|
|
| |||||||||
Energy and Utilities — 3.5% |
| |||||||||||
| 1,900,000 | Cheniere Energy Inc., | 1,270,541 | 1,495,063 | |||||||||
| 1,500,000 | Chesapeake Energy Corp., | 1,507,915 | 1,393,641 | |||||||||
See accompanying notes to financial statements.
4
Ellsworth Growth and Income Fund Ltd.
Schedule of Investments (Continued) — March 31, 2019 (Unaudited)
Principal | Cost | Market Value | ||||||||||
CONVERTIBLE CORPORATE BONDS (Continued) |
| |||||||||||
Energy and Utilities (Continued) |
| |||||||||||
| $ | 667,000 | Newpark Resources Inc., | $ | 696,646 | $ | 822,945 | ||||||
| 2,850,000 | SunPower Corp., | 2,454,349 | 2,357,935 | |||||||||
|
|
|
| |||||||||
| 5,929,451 | 6,069,584 | |||||||||||
|
|
|
| |||||||||
Entertainment — 0.6% | ||||||||||||
| 1,000,000 | Gannett Co. Inc., | 1,097,348 | 1,089,279 | |||||||||
|
|
|
| |||||||||
Financial Services — 3.0% | ||||||||||||
| 1,000,000 | Encore Capital Group Inc., | 928,438 | 890,330 | |||||||||
| 750,000 | GOL Equity Finance SA, | 749,533 | 707,867 | |||||||||
| 2,000,000 | IIP Operating Partnership LP, | 2,000,000 | 2,426,355 | |||||||||
| 641,000 | LendingTree Inc., | 649,573 | 1,127,144 | |||||||||
|
|
|
| |||||||||
| 4,327,544 | 5,151,696 | |||||||||||
|
|
|
| |||||||||
Health Care — 12.8% | ||||||||||||
| 550,000 | Array BioPharma Inc., | 628,879 | 967,118 | |||||||||
| 1,300,000 | BioMarin Pharmaceutical Inc., | 1,279,956 | 1,333,313 | |||||||||
| 1,000,000 | CONMED Corp., | 1,019,368 | 1,112,018 | |||||||||
| 575,000 | DexCom Inc., | 575,000 | 593,681 | |||||||||
| 1,460,000 | Exact Sciences Corp., | 1,462,176 | 1,493,254 | |||||||||
| 750,000 | Inovio Pharmaceuticals Inc., | 750,000 | 753,659 | |||||||||
| 1,580,000 | Insulet Corp., | 1,710,436 | 1,906,863 | |||||||||
| 1,083,000 | Intercept Pharmaceuticals Inc., | 1,095,636 | 1,077,115 | |||||||||
| 500,000 | Invacare Corp., | 502,525 | 430,941 | |||||||||
| 1,171,000 | Neurocrine Biosciences Inc., | 1,208,289 | 1,585,375 | |||||||||
| 1,000,000 | NuVasive Inc., | 1,027,876 | 1,115,915 | |||||||||
| 1,500,000 | Pacira Pharmaceuticals Inc., | 1,524,786 | 1,480,494 | |||||||||
| 2,000,000 | Paratek Pharmaceuticals Inc., | 1,949,151 | 1,530,729 | |||||||||
| 400,000 | Retrophin Inc., | 406,640 | 373,902 | |||||||||
Principal | Cost | Market Value | ||||||||||
| $1,500,000 | Supernus Pharmaceuticals Inc., | $ | 1,579,774 | $ | 1,452,060 | |||||||
| 1,500,000 | Tabula Rasa HealthCare Inc., | 1,604,809 | 1,602,644 | |||||||||
| 1,500,000 | Teladoc Health Inc., | 1,550,839 | 2,239,819 | |||||||||
| 1,000,000 | Theravance Biopharma Inc., | 1,000,000 | 971,088 | |||||||||
|
|
|
| |||||||||
| 20,876,140 | 22,019,988 | |||||||||||
|
|
|
| |||||||||
Semiconductors — 5.0% |
| |||||||||||
| 500,000 | Advanced Micro Devices Inc., | 512,401 | 1,634,854 | |||||||||
| 1,500,000 | Cypress Semiconductor Corp., | 1,598,199 | 1,920,113 | |||||||||
| 1,250,000 | Inphi Corp., | 1,354,883 | 1,537,881 | |||||||||
| 2,159,000 | Rambus Inc., | 2,058,842 | 2,025,358 | |||||||||
| 1,000,000 | Teradyne Inc., | 1,026,658 | 1,399,807 | |||||||||
|
|
|
| |||||||||
| 6,550,983 | 8,518,013 | |||||||||||
|
|
|
| |||||||||
Telecommunications — 2.9% |
| |||||||||||
| 560,000 | 8x8 Inc., | 561,832 | 574,616 | |||||||||
| 2,000,000 | Infinera Corp., | 1,933,165 | 1,584,479 | |||||||||
| 1,450,000 | Twilio Inc., | 1,453,453 | 2,765,969 | |||||||||
|
|
|
| |||||||||
| 3,948,450 | 4,925,064 | |||||||||||
|
|
|
| |||||||||
Transportation — 1.0% |
| |||||||||||
| 1,700,000 | Atlas Air Worldwide Holdings Inc., | 1,699,135 | 1,790,127 | |||||||||
|
|
|
| |||||||||
TOTAL CONVERTIBLE | 93,811,258 | 105,246,418 | ||||||||||
|
|
|
| |||||||||
Shares | ||||||||||||
CONVERTIBLE PREFERRED STOCKS — 1.4% |
| |||||||||||
Agriculture — 0.4% |
| |||||||||||
| 7,500 | Bunge Ltd., 4.875% | 726,780 | 742,500 | |||||||||
|
|
|
| |||||||||
Business Services — 0.3% |
| |||||||||||
| 711,039 | Amerivon Holdings LLC, | 1,294,693 | 436,009 | |||||||||
| 272,728 | Amerivon Holdings LLC, | 0 | 16,364 | |||||||||
|
|
|
| |||||||||
| 1,294,693 | 452,373 | |||||||||||
|
|
|
| |||||||||
See accompanying notes to financial statements.
5
Ellsworth Growth and Income Fund Ltd.
Schedule of Investments (Continued) — March 31, 2019 (Unaudited)
Shares | Cost | Market Value | ||||||||||
CONVERTIBLE PREFERRED STOCKS (Continued) |
| |||||||||||
Financial Services — 0.7% |
| |||||||||||
| 1,000 | Bank of America Corp., | $ | 1,125,153 | $ | 1,301,870 | |||||||
|
|
|
| |||||||||
TOTAL CONVERTIBLE | 3,146,626 | 2,496,743 | ||||||||||
|
|
|
| |||||||||
MANDATORY CONVERTIBLE SECURITIES (c) — 16.7% |
| |||||||||||
Building and Construction — 1.1% |
| |||||||||||
| 18,778 | Stanley Black & Decker Inc., | 2,049,817 | 1,830,855 | |||||||||
|
|
|
| |||||||||
Computer Software and Services — 0.7% |
| |||||||||||
| 10,000 | MTS Systems Corp., | 1,119,226 | 1,129,498 | |||||||||
|
|
|
| |||||||||
Diversified Industrial — 3.2% |
| |||||||||||
| 15,000 | Colfax Corp., | 1,554,980 | 1,996,950 | |||||||||
| 31,316 | International Flavors & Fragrances Inc., | 1,620,604 | 1,563,921 | |||||||||
| 35,100 | Rexnord Corp., |
| 1,842,160
|
|
| 1,890,837
|
| |||||
|
|
|
| |||||||||
| 5,017,744 | 5,451,708 | |||||||||||
|
|
|
| |||||||||
Energy and Utilities — 4.0% |
| |||||||||||
| 27,695 | American Electric Power Co. Inc., | 1,395,830 | 1,424,908 | |||||||||
| 37,800 | CenterPoint Energy Inc., | 1,943,754 | 1,997,352 | |||||||||
| 18,600 | DTE Energy Co., | 977,476 | 1,029,510 | |||||||||
Sempra Energy, | ||||||||||||
| 5,383 | 6.000%, 01/15/21 | 548,300 | 568,983 | |||||||||
| 5,000 | 6.750%, 07/15/21 | 508,649 | 530,800 | |||||||||
| 25,890 | South Jersey Industries Inc., |
| 1,358,076
|
|
| 1,335,406
|
| |||||
|
|
|
| |||||||||
| 6,732,085 | 6,886,959 | |||||||||||
|
|
|
| |||||||||
Equipment and Supplies — 0.6% |
| |||||||||||
| 1,000 | Danaher Corp., | 1,008,250 | 1,052,990 | |||||||||
|
|
|
| |||||||||
Financial Services — 4.9% |
| |||||||||||
| 10,000 | 2017 Mandatory Exchangeable Trust, | 1,000,000 | 1,604,500 | |||||||||
Shares | Cost | Market Value | ||||||||||
| 20,000 | Alibaba - Mandatory Exchange Trust, | $ | 2,130,000 | $ | 4,070,700 | |||||||
| 14,938 | Assurant Inc., | 1,534,954 | 1,548,772 | |||||||||
| 24,000 | New York Community Capital Trust V, |
| 1,043,554
|
|
| 1,158,000
|
| |||||
|
|
|
| |||||||||
| 5,708,508 | 8,381,972 | |||||||||||
|
|
|
| |||||||||
Health Care — 1.3% |
| |||||||||||
| 36,573 | Becton Dickinson and Co., | 1,951,948 | 2,260,577 | |||||||||
|
|
|
| |||||||||
Real Estate — 0.9% |
| |||||||||||
| 15,000 | QTS Realty Trust Inc., | 1,500,000 | 1,629,300 | |||||||||
|
|
|
| |||||||||
TOTAL MANDATORY | 25,087,578 | 28,623,859 | ||||||||||
|
|
|
| |||||||||
COMMON STOCKS — 19.8% |
| |||||||||||
Business Services — 1.4% |
| |||||||||||
| 5,000 | Alliance Data Systems Corp. | 1,070,395 | 874,900 | |||||||||
| 15,000 | PayPal Holdings Inc.† | 614,088 | 1,557,600 | |||||||||
|
|
|
| |||||||||
| 1,684,483 | 2,432,500 | |||||||||||
|
|
|
| |||||||||
Computer Software and Services — 2.1% |
| |||||||||||
| 14,300 | Microsoft Corp. | 388,674 | 1,686,542 | |||||||||
| 15,925 | Proofpoint Inc.† | 1,289,136 | 1,933,773 | |||||||||
|
|
|
| |||||||||
| 1,677,810 | 3,620,315 | |||||||||||
|
|
|
| |||||||||
Consumer Products — 0.8% |
| |||||||||||
| 24,000 | Unilever NV | 1,015,518 | 1,398,960 | |||||||||
|
|
|
| |||||||||
Energy and Utilities — 0.6% |
| |||||||||||
| 8,000 | Chevron Corp. | 871,279 | 985,440 | |||||||||
| 132 | Goodrich Petroleum Corp.† | 1,489 | 1,795 | |||||||||
|
|
|
| |||||||||
| 872,768 | 987,235 | |||||||||||
|
|
|
| |||||||||
Entertainment — 0.5% |
| |||||||||||
| 7,500 | The Walt Disney Co. | 227,391 | 832,725 | |||||||||
|
|
|
| |||||||||
Financial Services — 1.4% |
| |||||||||||
| 9,546 | Citigroup Inc. | 536,671 | 593,952 | |||||||||
| 50,000 | Huntington Bancshares Inc. | 743,524 | 634,000 | |||||||||
| 36,434 | Synchrony Financial | 1,003,121 | 1,162,245 | |||||||||
|
|
|
| |||||||||
| 2,283,316 | 2,390,197 | |||||||||||
|
|
|
| |||||||||
Food and Beverage — 0.9% |
| |||||||||||
| 30,000 | B&G Foods Inc. | 853,242 | 732,600 | |||||||||
| 30,000 | Conagra Brands Inc. | �� | 744,389 | 832,200 | ||||||||
|
|
|
| |||||||||
| 1,597,631 | 1,564,800 | |||||||||||
|
|
|
| |||||||||
Health Care — 3.2% |
| |||||||||||
| 9,204 | Elanco Animal Health Inc.† | 108,829 | 295,172 | |||||||||
See accompanying notes to financial statements.
6
Ellsworth Growth and Income Fund Ltd.
Schedule of Investments (Continued) — March 31, 2019 (Unaudited)
Shares | Cost | Market Value | ||||||||||
COMMON STOCKS (Continued) |
| |||||||||||
Health Care (Continued) |
| |||||||||||
| 12,960 | Eli Lilly & Co. | $ | 691,431 | $ | 1,681,690 | |||||||
| 22,651 | Merck & Co. Inc. | 839,335 | 1,883,884 | |||||||||
| 40,000 | Pfizer Inc. | 923,760 | 1,698,800 | |||||||||
|
|
|
| |||||||||
| 2,563,355 | 5,559,546 | |||||||||||
|
|
|
| |||||||||
Real Estate Investment Trusts — 5.9% |
| |||||||||||
| 10,000 | American Tower Corp. | 900,500 | 1,970,600 | |||||||||
| 16,100 | Crown Castle International Corp. | 1,276,059 | 2,060,800 | |||||||||
| 7,000 | Equinix Inc. | 1,828,368 | 3,172,120 | |||||||||
| 58,700 | Invesco Mortgage Capital Inc. | 899,407 | 927,460 | |||||||||
| 10,000 | SBA Communications Corp.† | 1,015,387 | 1,996,600 | |||||||||
|
|
|
| |||||||||
| 5,919,721 | 10,127,580 | |||||||||||
|
|
|
| |||||||||
Semiconductors — 0.9% |
| |||||||||||
| 30,000 | Intel Corp. | 742,000 | 1,611,000 | |||||||||
|
|
|
| |||||||||
Telecommunications — 2.1% |
| |||||||||||
| 30,000 | AT&T Inc. | 829,600 | 940,800 | |||||||||
| 16,119 | T-Mobile US Inc.† | 573,400 | 1,113,823 | |||||||||
| 25,000 | Verizon Communications Inc. | 937,353 | 1,478,250 | |||||||||
|
|
|
| |||||||||
| 2,340,353 | 3,532,873 | |||||||||||
|
|
|
| |||||||||
TOTAL COMMON STOCKS | 20,924,346 | 34,057,731 | ||||||||||
|
|
|
| |||||||||
WARRANTS — 0.0% |
| |||||||||||
Energy and Utilities — 0.0% |
| |||||||||||
| 1,131 | Goodrich Petroleum Corp., expire 10/12/26†(b) | 0 | 0 | |||||||||
|
|
|
| |||||||||
Principal | ||||||||||||
U.S. GOVERNMENT OBLIGATIONS — 0.8% |
| |||||||||||
| $ | 1,365,000 | U.S. Treasury Bill, | 1,357,756 | 1,357,844 | ||||||||
|
|
|
| |||||||||
Cost | Market Value | |||||||||
| TOTAL INVESTMENTS — 100.0% | $ | 144,327,564 | $ | 171,782,595 | ||||||
|
| |||||||||
| Other Assets and Liabilities (Net) | 604,414 | |||||||||
|
| |||||||||
| PREFERRED STOCK | ||||||||||
| (1,200,000 preferred shares outstanding) | (30,000,000) | |||||||||
|
| |||||||||
| NET ASSETS | ||||||||||
| (13,023,167 common shares outstanding) | $ | 142,387,009 | ||||||||
|
| |||||||||
| NET ASSET VALUE PER SHARE | ||||||||||
| ($142,387,009 ÷ 13,023,167 shares outstanding) | $ | 10.93 | ||||||||
|
| |||||||||
| (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. At March 31, 2019, the market value of Rule 144A securities amounted to $47,971,771 or 27.93% of total investments. |
| (b) | Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy. |
| (c) | 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. |
| (d) | Security is perpetual and has no stated maturity date. |
| † | Non-income producing security. |
| †† | Represents annualized yield at date of purchase. |
See accompanying notes to financial statements.
7
Ellsworth Growth and Income Fund Ltd.
Statement of Assets and Liabilities
March 31, 2019 (Unaudited)
Assets: | ||||
Investments, at value (cost $144,327,564) | $ | 171,782,595 | ||
Cash | 50,730 | |||
Dividends and interest receivable | 689,674 | |||
Deferred offering expense | 114,239 | |||
Prepaid expenses | 3,698 | |||
|
| |||
Total Assets | 172,640,936 | |||
|
| |||
Liabilities: | ||||
Distributions payable | 21,875 | |||
Payable for investment advisory fees | 101,314 | |||
Payable for payroll expenses | 38,384 | |||
Payable for accounting fees | 7,500 | |||
Payable for shareholder communications expenses | 41,435 | |||
Other accrued expenses | 43,419 | |||
|
| |||
Total Liabilities | 253,927 | |||
|
| |||
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 | $ | 142,387,009 | ||
|
| |||
Net Assets Attributable to Common Shareholders Consist of: | ||||
Paid-in capital | $ | 111,318,726 | ||
Total distributable earnings | 31,068,283 | |||
|
| |||
Net Assets | $ | 142,387,009 | ||
|
| |||
Net Asset Value per Common Share: | ||||
($142,387,009 ÷ 13,023,167 shares outstanding at $0.01 par value; unlimited number of shares authorized) | $10.93 |
Statement of Operations
For the Six Months Ended March 31, 2019 (Unaudited)
Investment Income: | ||||
Dividends (net of foreign withholding taxes of $3,207) | $ | 1,246,320 | ||
Interest | 811,860 | |||
|
| |||
Total Investment Income | 2,058,180 | |||
|
| |||
Expenses: | ||||
Investment advisory fees | 575,816 | |||
Trustees’ fees | 61,306 | |||
Shareholder communications expenses | 41,693 | |||
Payroll expenses | 35,631 | |||
Legal and audit fees | 25,959 | |||
Accounting fees | 22,500 | |||
Shareholder services fees | 14,523 | |||
Custodian fees | 6,753 | |||
Interest expense | 180 | |||
Miscellaneous expenses | 34,099 | |||
|
| |||
Total Expenses | 818,460 | |||
|
| |||
Expenses paid indirectly by broker (See Note 3) | (1,185 | ) | ||
|
| |||
Net Expenses | 817,275 | |||
|
| |||
Net Investment Income | 1,240,905 | |||
|
| |||
Net Realized and Unrealized Gain/(Loss) on Investments: | ||||
Net realized gain on investments | 5,032,107 | |||
|
| |||
Net change in unrealized appreciation: on investments | (3,792,157 | ) | ||
|
| |||
Net Realized and Unrealized Gain/(Loss) on Investments | 1,239,950 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 2,480,855 | |||
|
| |||
Total Distributions to Preferred Shareholders | (787,500 | ) | ||
|
| |||
Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations | $ | 1,693,355 | ||
|
|
See accompanying notes to financial statements.
8
Ellsworth Growth and Income Fund Ltd.
Statement of Changes in Net Assets Attributable to Common Shareholders
| Six Months Ended March 31, 2019 (Unaudited) | Year Ended September 30, 2018 | |||||||||
Operations: | ||||||||||
Net investment income | $ | 1,240,905 | $ | 2,235,174 | ||||||
Net realized gain on investments | 5,032,107 | 6,785,382 | ||||||||
Net change in unrealized appreciation/depreciation on investments | (3,792,157 | ) | 10,367,898 | |||||||
|
|
|
| |||||||
Net Increase in Net Assets Resulting from Operations | 2,480,855 | 19,388,454 | ||||||||
|
|
|
| |||||||
Distributions to Preferred Shareholders | (787,500 | )* | (1,575,000 | ) | ||||||
Distributions to Common Shareholders | (3,244,315 | )* | (6,201,526 | ) | ||||||
|
|
|
| |||||||
Total Distributions | (4,031,815 | ) | (7,776,526 | ) | ||||||
|
|
|
| |||||||
Fund Share Transactions: | ||||||||||
Net increase in net assets from common shares issued upon reinvestment of distributions | 745,968 | 604,486 | ||||||||
Offering costs for preferred shares charged topaid-in capital | — | (39,619 | ) | |||||||
|
|
|
| |||||||
Net Increase in Net Assets from Fund Share Transactions | 745,968 | 564,867 | ||||||||
|
|
|
| |||||||
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders | (804,992 | ) | 12,176,795 | |||||||
Net Assets Attributable to Common Shareholders: | ||||||||||
Beginning of year | 143,192,001 | 131,015,206 | ||||||||
|
|
|
| |||||||
End of period | $ | 142,387,009 | $ | 143,192,001 | ||||||
|
|
|
| |||||||
| * | Based on year to date book income. Amounts are subject to change and recharacterization at year end. |
See accompanying notes to financial statements.
9
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, 2019 | Year Ended September 30, | |||||||||||||||||||||||
| (Unaudited) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||||||
Operating Performance: | ||||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.07 | $ | 10.18 | $ | 9.60 | $ | 9.45 | $ | 10.29 | $ | 9.54 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net investment income | 0.10 | 0.17 | 0.18 | 0.20 | 0.13 | 0.14 | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.08 | 1.33 | 0.93 | 0.76 | (0.35 | ) | 0.80 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total from investment operations | 0.18 | 1.50 | 1.11 | 0.96 | (0.22 | ) | 0.94 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Distributions to Preferred Shareholders: (a) | ||||||||||||||||||||||||
Net investment income | (0.01 | )* | (0.05 | ) | (0.00 | )(b) | — | — | — | |||||||||||||||
Net realized gain | (0.05 | )* | (0.07 | ) | (0.00 | )(b) | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total distributions to preferred shareholders | (0.06 | ) | (0.12 | ) | (0.00 | )(b) | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations | 0.12 | 1.38 | 1.11 | 0.96 | (0.22 | ) | 0.94 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Distributions to Common Shareholders: | ||||||||||||||||||||||||
Net investment income | (0.06 | )* | (0.19 | ) | (0.23 | ) | (0.26 | ) | (0.25 | ) | (0.24 | ) | ||||||||||||
Net realized gain | (0.19 | )* | (0.29 | ) | (0.21 | ) | (0.53 | ) | (0.43 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total distributions to common shareholders | (0.25 | ) | (0.48 | ) | (0.44 | ) | (0.79 | ) | (0.68 | ) | (0.24 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Fund Share Transactions: | ||||||||||||||||||||||||
Decrease in net asset value from common shares issued upon reinvestment of distributions | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.04 | ) | (0.00 | )(b) | — | |||||||||||||
Increase in net asset value from repurchase of common shares (includes transaction costs) | — | — | 0.01 | 0.02 | 0.06 | 0.05 | ||||||||||||||||||
Offering costs for preferred shares charged topaid-in capital | — | (0.00 | )(b) | (0.09 | ) | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total Fund share transactions | (0.01 | ) | (0.01 | ) | (0.09 | ) | (0.02 | ) | 0.06 | 0.05 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net Asset Value Attributable to Common Shareholders, End of Year | $ | 10.93 | $ | 11.07 | $ | 10.18 | $ | 9.60 | $ | 9.45 | $ | 10.29 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
NAV total return† | 1.11 | % | 13.85 | % | 10.89 | % | 10.64 | % | (0.78 | )% | 10.92 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Market value, end of year | $ | 9.60 | $ | 10.31 | $ | 9.26 | $ | 8.19 | $ | 7.82 | $ | 8.65 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Investment total return†† | (4.27 | )% | 17.08 | % | 18.89 | % | 15.98 | % | (2.32 | )% | 13.03 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Ratios to Average Net Assets and Supplemental Data: | ||||||||||||||||||||||||
Net assets including liquidation value of preferred shares, end of year (in 000’s) | $172,387 | $ | 173,192 | $ | 161,015 | — | — | — | ||||||||||||||||
Net assets attributable to common shares, end of year (in 000’s) | $142,387 | $ | 143,192 | $ | 131,015 | $ | 123,905 | $ | 120,948 | $ | 135,267 | |||||||||||||
Ratio of net investment income to average net assets attributable to common shares | 1.85 | %(c) | 1.64 | % | 1.92 | % | 2.19 | % | 1.40 | % | 1.30 | % | ||||||||||||
Ratio of operating expenses to average net assets attributable to common shares before reimbursement | 1.22 | %(c)(d) | 1.18 | %(d)(e) | 1.08 | %(d)(e) | 1.10 | %(d) | 1.10 | % | 1.10 | % | ||||||||||||
Ratio of operating expenses to average net assets attributable to common shares net of reimbursement | 1.22 | %(c)(d) | 1.18 | %(d)(f) | 1.08 | %(d)(f) | 1.10 | %(d) | 1.10 | % | 1.10 | % | ||||||||||||
Portfolio turnover rate | 16.6 | % | 34.6 | % | 32.0 | % | 38.0 | % | 45.0 | % | 48.0 | % | ||||||||||||
See accompanying notes to financial statements.
10
Ellsworth Growth and Income Fund Ltd.
Financial Highlights (Continued)
| Six Months Ended March 31, 2019 | Year Ended September 30, | |||||||||||||||||||||||
| (Unaudited) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||||||
Cumulative Preferred Shares: | ||||||||||||||||||||||||
5.250% Series A Preferred | ||||||||||||||||||||||||
Liquidation value, end of year (in 000’s) | $30,000 | $30,000 | $30,000 | — | — | — | ||||||||||||||||||
Total shares outstanding (in 000’s) | 1,200 | 1,200 | 1,200 | — | — | — | ||||||||||||||||||
Liquidation preference per share | $ 25.00 | $ 25.00 | $ 25.00 | — | — | — | ||||||||||||||||||
Average market value(g) | $ 24.00 | $ 24.56 | $ 25.14 | — | — | — | ||||||||||||||||||
Asset coverage per share | $143.66 | $144.33 | $134.18 | — | — | — | ||||||||||||||||||
Asset Coverage | 575 | % | 577 | % | 537 | % | — | — | — | |||||||||||||||
| † | For the six months ended March 31, 2019 and the fiscal years ended September 30, 2018, 2017, and 2016, the return was based on net asset value per share, adjusted for reinvestment of distributions at net asset value on theex-dividend date. For the fiscal years ended September 30, 2014 and 2015, returns were based on the market price on the payable 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. |
| (c) | Annualized. |
| (d) | The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended March 31, 2019 and the years ended September 30, 2018, 2017, and 2016, there was no impact on the expense ratios. |
| (e) | Ratio of operating expenses to average net assets including liquidation value of preferred shares before reimbursement for the years ended September 30, 2018 and 2017 would have been 0.96% and 1.07%, respectively. |
| (f) | Ratio of operating expenses to average net assets including liquidation value of preferred shares net of reimbursement for the years ended September 30, 2018 and 2017 would have been 0.96% and 1.07%, respectively. |
| (g) | Based on weekly prices. |
See accompanying notes to financial statements.
11
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited)
1. Organization. Ellsworth Growth and Income Fund Ltd. currently operates as a diversifiedclosed-end management investment company organized as a Delaware statutory trust 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.
New Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update (ASU)2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of the additions relating to ASU2018-13 is not required, even if early adoption is elected for the removals under ASU2018-13. Management has early adopted the removals set forth in ASU2018-13 in these financial statements and has not early adopted the additions set forth in ASU2018-13.
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
12
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
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 andnon-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, 2019 is as follows:
| Valuation Inputs | Total Market Value at 3/31/19 | |||||||||||||||
| Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | ||||||||||||||
INVESTMENTS IN SECURITIES: | ||||||||||||||||
ASSETS (Market Value): | ||||||||||||||||
Convertible Corporate Bonds(a) | — | $105,246,418 | — | $105,246,418 | ||||||||||||
Convertible Preferred Stocks: | ||||||||||||||||
Business Services | — | — | $452,373 | 452,373 | ||||||||||||
Other Industries (a) | $ 2,044,370 | — | — | 2,044,370 | ||||||||||||
Total Convertible Preferred Stocks | 2,044,370 | — | 452,373 | 2,496,743 | ||||||||||||
Mandatory Convertible Securities: | ||||||||||||||||
Computer Software and Services | — | 1,129,498 | — | 1,129,498 | ||||||||||||
Financial Services | 2,706,772 | 5,675,200 | — | 8,381,972 | ||||||||||||
Other Industries (a) | 19,112,389 | — | — | 19,112,389 | ||||||||||||
Total Mandatory Convertible Securities | 21,819,161 | 6,804,698 | — | 28,623,859 | ||||||||||||
Common Stocks (a) | 34,057,731 | — | — | 34,057,731 | ||||||||||||
Warrants (a) | — | — | 0 | 0 | ||||||||||||
U.S. Government Obligations | — | 1,357,844 | — | 1,357,844 | ||||||||||||
TOTAL INVESTMENTS IN SECURITIES | $57,921,262 | $113,408,960 | $452,373 | $171,782,595 | ||||||||||||
| (a) | Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings. |
During the six months ended March 31, 2019 and the fiscal year ended September 30, 2018, the Fund did not have transfers into or out of Level 3.
13
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 09/30/18 | 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 03/31/19 | Net change in unrealized appreciation/ depreciation during the period on Level 3 investments still held at 03/31/19† | ||||||||||||||||||||||
INVESTMENTS IN SECURITIES: | ||||||||||||||||||||||||||||||||
Assets (Market Value): | ||||||||||||||||||||||||||||||||
EQUITY CONTRACTS: | ||||||||||||||||||||||||||||||||
Convertible Corporate Bonds (a) | $ 0 | — | $576 | — | — | $(576) | — | — | — | — | ||||||||||||||||||||||
Convertible Preferred Stocks (a) | 450,098 | — | — | $2,275 | — | — | — | — | $452,373 | $2,275 | ||||||||||||||||||||||
Warrants (a) | 0 | — | — | — | — | — | — | — | 0 | — | ||||||||||||||||||||||
TOTAL INVESTMENTS IN SECURITIES | $450,098 | — | $576 | $2,275 | — | $(576) | — | — | $452,373 | $2,275 | ||||||||||||||||||||||
| (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. |
The following tables summarize the valuation techniques used and unobservable inputs utilized to determine the value of certain of the Fund’s Level 3 investments as of March 31, 2019.
Description | Balance at 03/31/19 | Valuation Technique | Unobservable Input | Range | |||||||||||
INVESTMENTS IN SECURITIES: | |||||||||||||||
ASSETS (Market Value): | |||||||||||||||
Convertible Preferred Stock (a) | $452,373 | Acquisition price/cash flow analysis | Discount Range | 0% | |||||||||||
Warrants (a) | 0 | Bankruptcy | Discount Range | 0% | |||||||||||
|
| ||||||||||||||
TOTAL INVESTMENTS IN LEVEL 3 SECURITIES | $452,373 | ||||||||||||||
|
|
|
| ||||||||||||
| (a) | Please refer to the Schedule of Investments for the regional classifications of these portfolio holdings. |
Unobservable Input | Impact to Value if Input Increases | Impact to Value if Input Decreases | ||
Discount Range | Decrease | Increase |
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
14
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
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 ids 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, 2019, 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.
15
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
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 15% 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 theover-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, 2019, 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. Dividend income is recorded on theex-dividend date, except for certain dividends from foreign securities that are recorded as soon after theex-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 recordnon-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 theex-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, andpaid-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
16
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
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 frompaid-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, 2018 was as follows:
| Common | Preferred | |||||||
Distributions paid from: | ||||||||
Ordinary income (inclusive of short term capital gains) | $ | 3,537,738 | $ | 898,478 | ||||
Net long term capital gains. | 2,663,788 | 676,522 | ||||||
|
|
|
| |||||
Total distributions paid | $ | 6,201,526 | $ | 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 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, 2019:
| Cost | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation | |||||||||||||
Investments | $144,327,566 | $31,240,445 | $(3,785,416) | $27,455,029 | ||||||||||||
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 themore-likely-than-not threshold. During the six months ended March 31, 2019, the Fund did not incur any income tax, interest, or penalties. As of March 31, 2019, 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
17
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
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.
During the six months ended March 31, 2019, 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 $1,185.
Through October 31, 2017, the Adviser waived fees or reimbursed expenses of the Fund to the extent the total expenses of the Fund (excluding brokers costs, interest, taxes, acquired fund fees and expenses, expenses chargeable to capital, and extraordinary expenses) exceeded 1.10% of the weekly average net assets of the Fund. During the fiscal year ended September 30, 2018, the Adviser neither waived fees nor reimbursed expenses to the Fund.
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, 2019, the Fund accrued $22,500 in connection with the cost of computing the Fund’s NAV.
The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $8,500 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. The Lead Independent Trustee receives an annual fee of $1,000 and the Audit and Nominating Committee Chairman each receives an annual fee of $2,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.
4. Portfolio Securities.Purchases and sales of securities during the six months ended March 31, 2019, other than short term securities and U.S. Government obligations, aggregated $30,865,242 and $27,212,676, 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, 2019 and the fiscal year ended September 30, 2018, the Fund did not repurchase any shares.
Transactions in common shares of beneficial interest for the six months ended March 31, 2019 and the fiscal year ended September 30, 2018 were as follows:
| Six Months Ended March 31, 2019 (Unaudited) | Year Ended September 30, 2018 | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Net increase in net assets from common shares issued upon reinvestment of distributions | 88,281 | $745,968 | 65,634 | $604,486 | ||||||||||||||||
18
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
The Fund has an effective shelf registration authorizing the offering of an additional $100 million of common or preferred shares. As of March 31, 2019, after considering the Series A Preferred offering, the Fund has approximately $70 million available for issuance under the current shelf registration.
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, 2019, 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 oftwo-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from aclosed-end to anopen-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. 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.
19
Ellsworth Growth and Income Fund Ltd.
Notes to Financial Statements (Unaudited) (Continued)
7. 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.
8. 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 13, 2019 – Final Results
The Fund’s Annual Meeting of Shareholders was held on May 13, 2019, in Greenwich, Connecticut. At that meeting, common and preferred shareholders, voting together as a single class, elected James A. Dinsmore, Elizabeth C. Bogan, and Anthonie C. van Ekris as Trustees of the Fund. A total of 12,592,402 votes, 12,607,426 votes, and 12,591,793 votes were cast in favor of these Trustees, and a total of 707,089 votes, 692,065 votes, and 707,698 votes were withheld for these Trustees, respectively.
Mario J. Gabelli, Kinchen C. Bizzell, James P. Conn, Frank J. Fahrenkopf, Jr., Daniel D. Harding, Michael J. Melarkey, Kuni Nakamura, and Nicolas W. Platt continue to serve in their capacities as Trustees of the Fund.
We thank you for your participation and appreciate your continued support.
20
ELLSWORTH GROWTH AND INCOME FUND LTD.
AND YOUR PERSONAL PRIVACY
Who are we?
The Ellsworth Growth and Income Fund Ltd. (the “Fund”) is aclosed-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 ofnon-public information do we collect about you if you become a Fund shareholder?
When you purchase shares of the Fund on the New York Stock Exchange, 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 anynon-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 tonon-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 Gabelli/GAMCO Funds Complex. Previously Mr. Dinsmore was Chairman and CEO of Dinsmore Capital Management; CEO and Portfolio Manager of Bancroft Fund Ltd; and CEO, Portfolio Manager, andco-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’Keeffejoined Gabelli Funds, LLC in 2015. She currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds 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 Gabelli/GAMCO Funds 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)
f 914-921-5118
e info@gabelli.com
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
Agnes Mullady
Vice President
Andrea R. Mango
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 Q1/2019
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 forClosed-End Management Investment Companies. |
Not applicable.
Item 8. Portfolio Managers ofClosed-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 FormN-CSR.
| Item 9. | Purchases of Equity Securities byClosed-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 10/01/2018 through 10/31/2018 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 12,934,886
Preferred Series A – 1,200,000 | ||||
Month #2 11/01/2018 through 11/30/2018 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 12,934,886
Preferred Series A – 1,200,000 | ||||
Month #3 12/01/2018 through 12/31/2018 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 13,023,167
Preferred Series A –1,200,000 | ||||
Month #4 01/01/2019 through 01/31/2019 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 13,023,167
Preferred Series A –1,200,000 | ||||
Month #5 02/01/2019 through 02/28/2019 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 13,023,167
Preferred Series A – 1,200,000 | ||||
Month #6 03/01/2019 through 03/31/2019 | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – 13,023,167
Preferred Series A –1,200,000 | ||||
Total | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | Common – N/A
Preferred Series A – N/A | N/A |
Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:
| a. | The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund’s quarterly report 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 RegulationS-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR240.14a-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 Rule30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR270.30a-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 Rule30a-3(b) under the 1940 Act (17 CFR270.30a-3(b)) and Rules13a-15(b) or15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR240.13a-15(b) or240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the 1940 Act (17 CFR270.30a-3(d))) that occurred during the registrant’s last fiscal quarter 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 forClosed-End Management Investment Companies. |
Not applicable.
Item 13. Exhibits.
| (a)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Rule30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Not applicable. |
| (a)(4) | Not applicable. |
| (b) | Certifications pursuant to Rule30a-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 6/04/2019
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 6/04/2019
By (Signature and Title)* /s/ John C. Ball
John C. Ball, Principal Financial Officer and Treasurer
Date 6/04/2019
* Print the name and title of each signing officer under his or her signature.