225 East Mason Street Suite 802 Milwaukee, WI 53202-3657 www.eaglecapitalgrowthfund.com | |
June 9, 2023 |
Mr. Kenneth Ellington [Email: ellingtonk@sec.gov]
Staff Accountant
U. S. Securities and Exchange Commission
Division of Investment Management, Disclosure Review and Accounting Office
100 F. Street, N.E.
Washington, D.C. 20549
Re: Eagle Capital Growth Fund, Inc. (NYSE American: GRF) (“Fund”)
Mr. Ellington:
This letter responds to the various comments that we discussed recently.
SEC Comment 1: The Fund filed its 2022 N-CSR late without filing a SEC Form 12b-25.
The Fund communicated its Annual Report to shareholders on a timely basis; however, the filing of the N-CSR was late due to an irregular schedule in 2023 as the Fund transitioned to a new independent accounting firm. The N-CSR was ready and available to file by the filing deadline. When the Fund became aware that the deadline had inadvertently passed, the focus was on filing the N-CSR as soon as possible.
The Fund has added control procedures to prevent future late filings and, in the event of a late filing, will file a Form 12b-25 to reflect the late filing.
SEC Comment 2: The Fund should include a footnote on the Financial Highlights re: performance calculation.
The Fund will file an amended N-CSR (N-CSR/A) which will include the footnote; the Fund will include that disclosure in future reports.
SEC Comment 3: The information provided per Rule 8b-16 should be reviewed for formatting and completeness.
The Fund has reviewed the formatting and disclosure, editing them in the amended N-CSR (N-CSR/A) and will use similar language and formatting going forward.
SEC Comment 4: The Fund did not submit the letter from the prior independent auditing firm with the N-CSR.
The Fund will include the letter in its amended N-CSR (N-CSR/A).
The Fund disclosed the change in its Form 8-K at the time of the change, including the letter from the prior independent auditing firm, and referenced the change in independent accounting firms a number of times in the February 2023 communications with shareholders (Annual Report, Proxy Statement).
SEC Comments 5 and 6: With respect to Items 11 of the N-CSR and Exhibit(a)(2), references are made to “quarter” rather than “period”.
The Fund has made those changes which are reflected in the amended N-CSR (N-CSR/A) and will be used going forward.
I trust that the foregoing is responsive to your various questions and comments. If you have any questions, or need additional information, please let me know.
Very truly yours, | |
David C. Sims | |
VP, Chief Financial Officer and Chief Compliance Officer | |
Email: dave@simscapital.com | |
Office: (414) 765-1107 |