ellsworth growth and income fund ltd. · 2019-12-03 · thomas h. dinsmore, cfa jane d. o’keeffe...

Thomas H. Dinsmore, CFA Jane D. O’Keeffe James A. Dinsmore, CFA

To Our Shareholders,

For the fiscal year ended September 30, 2019, the net asset value (NAV) total return of the EllsworthGrowth and Income Fund Ltd. was 7.9% compared with total returns of 4.0% and 4.5% for the ICE Bank ofAmerica 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 7.0%. The Fund’s NAV per share was$11.42, while the price of the publicly traded shares closed at $10.49 on the NYSE American. See page 2 foradditional performance information.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2019.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, papercopies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specificallyrequest 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. Ifyou already elected to receive shareholder reports electronically, you will not be affected by this change and you neednot take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary,or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to [email protected].

Ellsworth Growth and Income Fund Ltd.Annual Report — September 30, 2019

(Y)our Portfolio Management Team

Comparative ResultsAverage Annual Returns through September 30, 2019 (a)(b) (Unaudited)

1 Year 3 Year 5 Year 10 Year

SinceInception(06/30/86)

Ellsworth Growth and Income Fund Ltd.NAV Total Return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.89% 10.85% 8.38% 9.91% 8.13%Investment Total Return (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.98 14.19 11.02 10.97 8.53

ICE Bank of America Merrill Lynch U.S. Convertibles Index . . . . . . . . . . . . 4.01 10.08 7.29 9.94 N/A(e)Bloomberg Barclays Balanced U.S. Convertibles Index . . . . . . . . . . . . . . . 4.55 6.19 4.29 7.39 N/A(f)Standard & Poor’s (S&P) 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25 13.39 10.84 13.24 10.18(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. Visitwww.gabelli.com for performance information as of the most recent month end. Returns would have been lower had Gabelli Funds, LLC (theAdviser) not reimbursed certain expenses of the Fund. Investors should carefully consider the investment objectives, risks, charges, and expensesof the Fund before investing. The ICE Bank of America Merrill Lynch U.S. Convertibles Index is a market value weighted index of all dollardenominated convertible securities that are exchangeable into U.S. equities that have a market value of more than $50 million. The BloombergBarclays Balanced U.S. Convertibles Index is a market value weighted index that tracks the performance of publicly placed, dollar denominatedconvertible securities that are between 40% and 80% sensitive to movements in their underlying common stocks. The S&P 500 Index is anunmanaged 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 the ex-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. Frominception 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. Totalreturns 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.

The following table presents portfolio holdings as a percent of total investments as of September 30, 2019:

Ellsworth Growth and Income Fund Ltd.

Computer Software and Services . . . . . 21.3%Health Care . . . . . . . . . . . . . . . . . . . . . . . . 17.2%Energy and Utilities . . . . . . . . . . . . . . . . . 10.1%Financial Services . . . . . . . . . . . . . . . . . . 7.1%Semiconductors . . . . . . . . . . . . . . . . . . . . 6.8%Real Estate Investment Trusts. . . . . . . . 6.7%Diversified Industrial. . . . . . . . . . . . . . . . . 5.6%Telecommunications . . . . . . . . . . . . . . . . 5.2%Consumer Services . . . . . . . . . . . . . . . . . 3.1%Communications Equipment. . . . . . . . . . 3.0%Business Services . . . . . . . . . . . . . . . . . . 2.6%Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . 2.5%Cable and Satellite . . . . . . . . . . . . . . . . . . 2.0%

Entertainment . . . . . . . . . . . . . . . . . . . . . . 1.5%Real Estate . . . . . . . . . . . . . . . . . . . . . . . . 1.0%Automotive . . . . . . . . . . . . . . . . . . . . . . . . . 0.9%Consumer Products . . . . . . . . . . . . . . . . . 0.8%Transportation . . . . . . . . . . . . . . . . . . . . . . 0.8%Equipment and Supplies . . . . . . . . . . . . . 0.7%Food and Beverage . . . . . . . . . . . . . . . . . 0.5%Agriculture . . . . . . . . . . . . . . . . . . . . . . . . . 0.4%U.S. Government Obligations. . . . . . . . . 0.2%

100.0%

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

Proxy Voting

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

Summary of Portfolio Holdings (Unaudited)

3

PrincipalAmount Cost

MarketValue

CONVERTIBLE CORPORATE BONDS — 59.5%Aerospace — 2.5%

$ 1,000,000 Aerojet Rocketdyne Holdings Inc.,2.250%, 12/15/23 . . . . . . . . . . . . . $ 1,022,725 $ 1,996,875

2,038,000 Kaman Corp.,3.250%, 05/01/24 . . . . . . . . . . . . . 2,094,179 2,335,130

3,116,904 4,332,005

Automotive — 0.9%1,560,000 Tesla Inc.,

2.000%, 05/15/24 . . . . . . . . . . . . . 1,537,898 1,588,361

Business Services — 1.4%1,500,000 Perficient Inc.,

2.375%, 09/15/23 . . . . . . . . . . . . . 1,466,482 1,793,681400,000 RingCentral Inc.,

Zero Coupon, 03/15/23 . . . . . . . . 400,000 646,9161,866,482 2,440,597

Cable and Satellite — 2.0%2,000,000 DISH Network Corp.,

3.375%, 08/15/26 . . . . . . . . . . . . . 1,888,681 1,837,4111,525,000 Global Eagle Entertainment Inc.,

2.750%, 02/15/35 . . . . . . . . . . . . . 1,035,891 744,4891,000,000 Liberty Latin America Ltd.,

2.000%, 07/15/24(a) . . . . . . . . . . 1,000,000 1,001,1343,924,572 3,583,034

Communications Equipment — 3.0%1,000,000 Harmonic Inc.,

4.000%, 12/01/20 . . . . . . . . . . . . . 1,000,000 1,298,4652,870,000 InterDigital Inc.,

2.000%, 06/01/24(a) . . . . . . . . . . 2,865,544 2,828,7391,000,000 Vocera Communications Inc.,

1.500%, 05/15/23 . . . . . . . . . . . . . 1,111,087 1,050,8144,976,631 5,178,018

Computer Software and Services — 16.9%1,000,000 Blackline Inc.,

0.125%, 08/01/24(a) . . . . . . . . . . 1,001,947 958,552985,000 Boingo Wireless Inc.,

1.000%, 10/01/23(a) . . . . . . . . . . 877,404 813,9441,870,000 Coupa Software Inc.,

0.125%, 06/15/25(a) . . . . . . . . . . 1,916,240 2,049,9872,500,000 CSG Systems International Inc.,

4.250%, 03/15/36 . . . . . . . . . . . . . 2,560,147 2,838,6901,500,000 Evolent Health Inc.,

1.500%, 10/15/25(a) . . . . . . . . . . 1,126,465 971,250697,000 GDS Holdings Ltd.,

2.000%, 06/01/25 . . . . . . . . . . . . . 653,874 725,9982,500,000 IAC Financeco 3 Inc.,

2.000%, 01/15/30(a) . . . . . . . . . . 2,506,203 2,706,1661,250,000 LivePerson Inc.,

0.750%, 03/01/24(a) . . . . . . . . . . 1,258,725 1,460,439


MarketValue

$ 2,135,000 Lumentum Holdings Inc.,0.250%, 03/15/24 . . . . . . . . . . . . . $ 2,188,728 $ 2,481,961

1,500,000 MercadoLibre Inc.,2.000%, 08/15/28 . . . . . . . . . . . . . 1,482,552 2,209,472

1,032,000 Nice Systems Inc.,1.250%, 01/15/24 . . . . . . . . . . . . . 1,069,032 1,845,826

Okta Inc.,500,000 0.250%, 02/15/23 . . . . . . . . . . . . . 518,173 1,052,350360,000 0.125%, 09/01/25(a) . . . . . . . . . . 360,000 327,297

1,375,000 Pluralsight Inc.,0.375%, 03/01/24(a) . . . . . . . . . . 1,227,568 1,182,454

540,000 Proofpoint Inc.,0.250%, 08/15/24(a) . . . . . . . . . . 551,009 585,976

1,700,000 PROS Holdings Inc.,1.000%, 05/15/24(a) . . . . . . . . . . 2,135,038 1,932,078

Q2 Holdings Inc.,1,000,000 0.750%, 02/15/23 . . . . . . . . . . . . . 1,074,382 1,469,375

735,000 0.750%, 06/01/26(a) . . . . . . . . . . 735,000 814,968725,000 SailPoint Technologies Holding

Inc.,0.125%, 09/15/24(a) . . . . . . . . . . 725,000 692,557

1,500,000 Splunk Inc.,1.125%, 09/15/25 . . . . . . . . . . . . . 1,511,647 1,647,188

1,000,000 Workiva Inc.,1.125%, 08/15/26(a) . . . . . . . . . . 992,923 917,270

26,472,057 29,683,798

Consumer Services — 3.1%1,500,000 Extra Space Storage LP,

3.125%, 10/01/35(a) . . . . . . . . . . 1,512,354 1,917,3171,500,000 Square Inc.,

0.500%, 05/15/23 . . . . . . . . . . . . . 1,643,928 1,673,4381,695,000 Team Inc.,

5.000%, 08/01/23 . . . . . . . . . . . . . 1,648,857 1,877,3154,805,139 5,468,070

Diversified Industrial — 2.7%750,000 Chart Industries Inc.,

1.000%, 11/15/24(a) . . . . . . . . . . 752,298 942,1801,000,000 KBR Inc.,

2.500%, 11/01/23(a) . . . . . . . . . . 1,007,954 1,160,6902,000,000 Knowles Corp.,

3.250%, 11/01/21 . . . . . . . . . . . . . 2,048,885 2,572,1143,809,137 4,674,984

Energy and Utilities — 2.3%1,900,000 Cheniere Energy Inc.,

4.250%, 03/15/45 . . . . . . . . . . . . . 1,274,887 1,474,8752,850,000 SunPower Corp.,

4.000%, 01/15/23 . . . . . . . . . . . . . 2,499,808 2,592,3303,774,695 4,067,205

Ellsworth Growth and Income Fund Ltd.Schedule of Investments — September 30, 2019

See accompanying notes to financial statements.

4


MarketValue

CONVERTIBLE CORPORATE BONDS (Continued)Entertainment — 0.6%

$ 1,000,000 Gannett Co. Inc.,4.750%, 04/15/24 . . . . . . . . . . . . . $ 1,088,255 $ 1,083,200

Financial Services — 2.6%1,000,000 Encore Capital Group Inc.,

3.250%, 03/15/22 . . . . . . . . . . . . . 939,651 1,016,205940,000 GOL Equity Finance SA,

3.750%, 07/15/24(a) . . . . . . . . . . 976,093 992,2881,000,000 IIP Operating Partnership LP,

3.750%, 02/21/24(a) . . . . . . . . . . 1,000,000 1,475,381641,000 LendingTree Inc.,

0.625%, 06/01/22 . . . . . . . . . . . . . 648,218 1,028,3563,563,962 4,512,230

Health Care — 12.6%365,000 Aerie Pharmaceuticals Inc.,

1.500%, 10/01/24(a) . . . . . . . . . . 365,000 367,926915,000 Clovis Oncology Inc.,

4.500%, 08/01/24(a) . . . . . . . . . . 915,000 691,0001,000,000 CONMED Corp.,

2.625%, 02/01/24(a) . . . . . . . . . . 1,017,448 1,242,600575,000 DexCom Inc.,

0.750%, 12/01/23(a) . . . . . . . . . . 575,000 675,4651,460,000 Exact Sciences Corp.,

0.375%, 03/15/27 . . . . . . . . . . . . . 1,462,041 1,582,348750,000 Inovio Pharmaceuticals Inc.,

6.500%, 03/01/24(a) . . . . . . . . . . 750,000 519,3751,580,000 Insulet Corp.,

1.375%, 11/15/24 . . . . . . . . . . . . . 1,698,778 2,910,6801,250,000 Intercept Pharmaceuticals Inc.,

2.000%, 05/15/26 . . . . . . . . . . . . . 1,167,346 1,129,688750,000 Invacare Corp.,

4.500%, 06/01/22 . . . . . . . . . . . . . 630,462 630,166360,000 Invitae Corp.,

2.000%, 09/01/24(a) . . . . . . . . . . 360,000 359,3701,171,000 Neurocrine Biosciences Inc.,

2.250%, 05/15/24 . . . . . . . . . . . . . 1,204,781 1,606,2731,000,000 NuVasive Inc.,

2.250%, 03/15/21 . . . . . . . . . . . . . 1,020,742 1,185,0001,500,000 Pacira BioSciences Inc.,

2.375%, 04/01/22 . . . . . . . . . . . . . 1,520,694 1,482,7061,500,000 Paratek Pharmaceuticals Inc.,

4.750%, 05/01/24 . . . . . . . . . . . . . 1,454,658 1,099,453350,000 Repligen Corp.,

0.375%, 07/15/24 . . . . . . . . . . . . . 350,000 347,813400,000 Retrophin Inc.,

2.500%, 09/15/25 . . . . . . . . . . . . . 353,105 298,0851,004,000 Supernus Pharmaceuticals Inc.,

0.625%, 04/01/23 . . . . . . . . . . . . . 1,015,601 934,8241,500,000 Tabula Rasa HealthCare Inc.,

1.750%, 02/15/26(a) . . . . . . . . . . 1,597,159 1,628,172


MarketValue

$ 1,500,000 Teladoc Health Inc.,3.000%, 12/15/22 . . . . . . . . . . . . . $ 1,544,132 $ 2,567,343

1,000,000 Theravance Biopharma Inc.,3.250%, 11/01/23 . . . . . . . . . . . . . 1,000,000 917,147

20,001,947 22,175,434

Semiconductors — 5.1%400,000 Advanced Micro Devices Inc.,

2.125%, 09/01/26 . . . . . . . . . . . . . 409,294 1,491,4501,500,000 Cypress Semiconductor Corp.,

4.500%, 01/15/22 . . . . . . . . . . . . . 1,580,935 2,619,1921,250,000 Inphi Corp.,

1.125%, 12/01/20 . . . . . . . . . . . . . 1,322,643 1,953,1761,000,000 Rambus Inc.,

1.375%, 02/01/23 . . . . . . . . . . . . . 905,668 995,7541,000,000 Teradyne Inc.,

1.250%, 12/15/23 . . . . . . . . . . . . . 1,023,851 1,903,8005,242,391 8,963,372

Telecommunications — 3.0%560,000 8x8 Inc.,

0.500%, 02/01/24(a) . . . . . . . . . . 561,644 589,4652,500,000 Infinera Corp.,

2.125%, 09/01/24 . . . . . . . . . . . . . 2,265,817 2,181,4251,450,000 Twilio Inc.,

0.250%, 06/01/23 . . . . . . . . . . . . . 1,453,039 2,423,3414,280,500 5,194,231

Transportation — 0.8%1,700,000 Atlas Air Worldwide Holdings

Inc.,1.875%, 06/01/24 . . . . . . . . . . . . . 1,521,999 1,414,187

TOTAL CONVERTIBLECORPORATE BONDS . . . . . . . . . . 89,982,569 104,358,726

SharesCONVERTIBLE PREFERRED STOCKS — 2.6%Agriculture — 0.4%

7,500 Bunge Ltd., 4.875% . . . . . . . . . . . . . . 726,780 762,225Business Services — 0.3%

711,039 Amerivon Holdings LLC,4.000% (b) . . . . . . . . . . . . . . . . . . . . 1,294,693 436,009

272,728 Amerivon Holdings LLC,common equity units (b). . . . . . . 0 16,364

1,294,693 452,373

Ellsworth Growth and Income Fund Ltd.Schedule of Investments (Continued) — September 30, 2019


5

Shares CostMarketValue

CONVERTIBLE PREFERRED STOCKS (Continued)Financial Services — 0.9%

1,000 Bank of America Corp.,7.250%, Ser. L . . . . . . . . . . . . . . . . $ 1,125,153 $ 1,499,210

Real Estate — 1.0%15,000 QTS Realty Trust Inc.,

Ser. B . . . . . . . . . . . . . . . . . . . . . . . . . 1,500,000 1,822,350TOTAL CONVERTIBLE

PREFERRED STOCKS. . . . . . . . . . 4,646,626 4,536,158

MANDATORY CONVERTIBLE SECURITIES (c) — 15.9%Diversified Industrial — 2.9%

15,000 Colfax Corp.,5.750%, 01/15/22 . . . . . . . . . . . . . 1,554,980 1,958,100

31,316 International Flavors &Fragrances Inc.,6.000%, 09/15/21 . . . . . . . . . . . . . 1,620,604 1,473,105

30,100 Rexnord Corp., Ser. A5.750%, 11/15/19 . . . . . . . . . . . . . 1,549,480 1,649,480

4,725,064 5,080,685

Energy and Utilities — 7.2%27,695 American Electric Power Co. Inc.,

6.125%, 03/15/22 . . . . . . . . . . . . . 1,395,830 1,525,4413,645 Aqua America Inc.,

6.000%, 04/30/22 . . . . . . . . . . . . . 182,250 220,88737,800 CenterPoint Energy Inc., Ser. B

7.000%, 09/01/21 . . . . . . . . . . . . . 1,943,754 1,975,42816,330 Dominion Energy Inc., Ser. A

7.250%, 06/01/22 . . . . . . . . . . . . . 1,648,838 1,726,89718,600 DTE Energy Co.,

6.500%, 10/01/19 . . . . . . . . . . . . . 977,476 1,078,98629,025 NextEra Energy Inc.,

4.872%, 09/01/22 . . . . . . . . . . . . . 1,414,969 1,456,184Sempra Energy,

5,383 Ser. A, 6.000%, 01/15/21 . . . . . . 548,300 636,2715,000 Ser. B, 6.750%, 07/15/21 . . . . . . 508,649 588,300

35,890 South Jersey Industries Inc.,7.250%, 04/15/21 . . . . . . . . . . . . . 1,869,723 1,854,436

29,100 The Southern Co.,6.750%, 08/01/22 . . . . . . . . . . . . . 1,461,370 1,557,141

11,951,159 12,619,971

Equipment and Supplies — 0.6%1,000 Danaher Corp., Ser. A

4.750%, 04/15/22 . . . . . . . . . . . . . 1,008,250 1,140,050


Financial Services — 2.6%10,000 2017 Mandatory Exchangeable

Trust,5.188%, 12/01/20 . . . . . . . . . . . . . $ 1,000,000 $ 1,402,640

14,938 Assurant Inc., Ser. D6.500%, 03/15/21 . . . . . . . . . . . . . 1,534,954 1,867,549

24,000 New York Community CapitalTrust V,6.000%, 11/01/51 . . . . . . . . . . . . . 1,043,554 1,200,000

3,578,508 4,470,189

Health Care — 1.8%15,445 Avantor Inc., Ser. A

6.250%, 05/15/22 . . . . . . . . . . . . . 894,820 829,24236,573 Becton Dickinson and Co., Ser. A

6.125%, 05/01/20 . . . . . . . . . . . . . 1,951,947 2,264,234

2,846,767 3,093,476

Semiconductors — 0.8%1,445 Broadcom Inc., Ser.A

8.000%, 09/30/22 . . . . . . . . . . . . . 1,445,000 1,481,682

TOTAL MANDATORYCONVERTIBLE SECURITIES. . . . 25,554,748 27,886,053

COMMON STOCKS — 21.8%Business Services — 0.9%

15,000 PayPal Holdings Inc.† . . . . . . . . . . . . 614,088 1,553,850Computer Software and Services — 4.4%

22,194 Alibaba Group Holding Ltd.,ADR† . . . . . . . . . . . . . . . . . . . . . . . . . 3,320,222 3,711,503

14,300 Microsoft Corp. . . . . . . . . . . . . . . . . . . 388,674 1,988,12915,925 Proofpoint Inc.†. . . . . . . . . . . . . . . . . . 1,289,136 2,055,121

4,998,032 7,754,753

Consumer Products — 0.8%24,000 Unilever NV . . . . . . . . . . . . . . . . . . . . . . 1,015,518 1,440,720

Energy and Utilities — 0.6%8,000 Chevron Corp. . . . . . . . . . . . . . . . . . . . 871,279 948,800

132 Goodrich Petroleum Corp.†. . . . . . . 1,489 1,403872,768 950,203

Entertainment — 0.9%12,500 The Walt Disney Co. . . . . . . . . . . . . . . 904,911 1,629,000

Financial Services — 1.1%9,546 Citigroup Inc. . . . . . . . . . . . . . . . . . . . . 536,671 659,438

36,434 Synchrony Financial . . . . . . . . . . . . . . 1,003,121 1,242,0351,539,792 1,901,473

Food and Beverage — 0.5%30,000 Conagra Brands Inc. . . . . . . . . . . . . . 744,389 920,400



6


COMMON STOCKS (Continued)Health Care — 2.8%

12,960 Eli Lilly & Co. . . . . . . . . . . . . . . . . . . . . $ 691,431 $ 1,449,31722,651 Merck & Co. Inc. . . . . . . . . . . . . . . . . . 839,335 1,906,76140,000 Pfizer Inc.. . . . . . . . . . . . . . . . . . . . . . . . 923,760 1,437,200

2,454,526 4,793,278

Real Estate Investment Trusts — 6.7%10,000 American Tower Corp.. . . . . . . . . . . . 900,500 2,211,30016,100 Crown Castle International Corp.. . 1,252,390 2,238,0617,000 Equinix Inc. . . . . . . . . . . . . . . . . . . . . . . 1,828,368 4,037,600

58,700 Invesco Mortgage Capital Inc. . . . . 899,407 898,69710,000 SBA Communications Corp. . . . . . . 1,015,387 2,411,500

5,896,052 11,797,158

Semiconductors — 0.9%30,000 Intel Corp. . . . . . . . . . . . . . . . . . . . . . . . 742,000 1,545,900

Telecommunications — 2.2%30,000 AT&T Inc. . . . . . . . . . . . . . . . . . . . . . . . . 829,600 1,135,20016,119 T-Mobile US Inc.† . . . . . . . . . . . . . . . . 573,400 1,269,69425,000 Verizon Communications Inc.. . . . . 937,353 1,509,000

2,340,353 3,913,894

TOTAL COMMON STOCKS. . . . . . . . 22,122,429 38,200,629

WARRANTS — 0.0%Energy and Utilities — 0.0%

1,131 Goodrich Petroleum Corp.,expire 10/12/26†(b) . . . . . . . . . . . 0 0

PrincipalAmount

U.S. GOVERNMENT OBLIGATIONS — 0.2%$ 279,000 U.S. Treasury Bills,

1.913% to 1.964%††,12/05/19 to 12/12/19 . . . . . . . . . . 277,925 278,023

CostMarketValue

TOTAL INVESTMENTS — 100.0% . . . . . . . . . . . . . . $142,584,297 $175,259,589

Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . . . . . . . . 3,432,499

PREFERRED STOCK(1,200,000 preferred shares outstanding) . . . . . . . . . . . . . . . . . (30,000,000)

NET ASSETS(13,023,167 common shares outstanding). . . . . . . . . . . . . . . . . $148,692,088

NET ASSET VALUE PER SHARE($148,692,088 ÷ 13,023,167 shares outstanding) . . . . . . . . . . . $ 11.42

(a) Security exempt from registration under Rule 144A of the Securities Act of1933, as amended. These securities may be resold in transactions exemptfrom registration, normally to qualified institutional buyers.

(b) Security is valued using significant unobservable inputs and is classifiedas Level 3 in the fair value hierarchy.

(c) Mandatory convertible securities are required to be converted on the dateslisted; they generally may be converted prior to these dates at the optionof the holder.

† Non-income producing security.†† Represents annualized yields at dates of purchase.ADR American Depositary Receipt



7

Assets:Investments, at value (cost $142,584,297) . . . . . . $175,259,589Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,214Receivable for investments sold . . . . . . . . . . . . . . . 2,896,471Dividends and interest receivable. . . . . . . . . . . . . . 676,054Deferred offering expense . . . . . . . . . . . . . . . . . . . . 114,239Other receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 921

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,958,488Liabilities:

Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . 21,875Payable for investment advisory fees . . . . . . . . . . 102,319Payable for payroll expenses . . . . . . . . . . . . . . . . . 36,936Payable for accounting fees . . . . . . . . . . . . . . . . . . 7,500Payable for legal and audit fees . . . . . . . . . . . . . . . 42,100Payable for shareholder communications

expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,769Other accrued expenses . . . . . . . . . . . . . . . . . . . . . 26,901

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266,400Preferred Shares:

Series A Cumulative Preferred Shares (5.250%,$25 liquidation value, $0.01 par value,unlimited shares authorized with 1,200,000shares issued and outstanding) . . . . . . . . . . . . . 30,000,000

Net Assets Attributable to CommonShareholders $148,692,088

Net Assets Attributable to CommonShareholders Consist of:Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $111,318,726Total distributable earnings . . . . . . . . . . . . . . . . . . . 37,373,362

Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,692,088

Net Asset Value per Common Share:($148,692,088 ÷ 13,023,167 shares outstanding

at $0.01 par value; unlimited number of sharesauthorized) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.42

Investment Income:Dividends (net of foreign withholding taxes of

$6,529) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,412,141Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,825,705Total Investment Income . . . . . . . . . . . . . . . . . . . . . 4,237,846

Expenses:Investment advisory fees . . . . . . . . . . . . . . . . . . . . . . 1,193,054Trustees’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,000Shareholder communications expenses . . . . . . . . . 85,507Payroll expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,487Legal and audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . 57,651Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000Shareholder services fees . . . . . . . . . . . . . . . . . . . . . 33,364Custodian fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,616Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . . . . 66,307Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,699,246

Expenses paid indirectly by broker(See Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,371)

Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,696,875Net Investment Income . . . . . . . . . . . . . . . . . . . . . . 2,540,971

Net Realized and Unrealized Gain onInvestments:Net realized gain on investments . . . . . . . . . . . . . . . 8,729,919

Net change in unrealized appreciation:on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,428,104

Net Realized and Unrealized Gain onInvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,158,023

Net Increase in Net Assets Resulting fromOperations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,698,994

Total Distributions to Preferred Shareholders. . . . . (1,575,000)Net Increase in Net Assets Attributable to

Common Shareholders Resulting fromOperations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,123,994


Statement of Assets and LiabilitiesSeptember 30, 2019

Statement of OperationsFor the Year Ended September 30, 2019


8

Year EndedSeptember 30, 2019


Operations:

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,540,971 $ 2,235,174

Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,729,919 6,785,382

Net change in unrealized appreciation on investments. . . . . . . . . . . . . . . . . . . . . . . . . 1,428,104 10,367,898

Net Increase in Net Assets Resulting from Operations . . . . . . . . . . . . . . . . . . . . . 12,698,994 19,388,454

Distributions to Preferred Shareholders from accumulated earnings . . . . . . . . . . (1,575,000) (1,575,000)

Net Increase in Net Assets Attributable to Common Shareholders Resultingfrom Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,123,994 17,813,454

Distributions to Common Shareholders from accumulated earnings . . . . . . . . . . (6,369,875) (6,201,526)

Fund Share Transactions:

Net increase in net assets from common shares issued upon reinvestment ofdistributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 745,968 604,486

Offering costs for preferred shares charged to paid-in capital . . . . . . . . . . . . . . . . . . . — (39,619)

Net Increase in Net Assets from Fund Share Transactions . . . . . . . . . . . . . . . . . 745,968 564,867

Net Increase in Net Assets Attributable to Common Shareholders . . . . . . . . . . 5,500,087 12,176,795

Net Assets Attributable to Common Shareholders:

Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,192,001 131,015,206

End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,692,088 $143,192,001


Statement of Changes in Net Assets Attributable to Common Shareholders


9

Year Ended September 30,2019 2018 2017 2016 2015

Operating Performance:Net asset value, beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11.07 $ 10.18 $ 9.60 $ 9.45 $ 10.29Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.17 0.18 0.20 0.13Net realized and unrealized gain/(loss) on investments. . . . . . . . . . . . . . . . 0.77 1.33 0.93 0.76 (0.35)Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.97 1.50 1.11 0.96 (0.22)

Distributions to Preferred Shareholders: (a)Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03) (0.05) (0.00)(b) — —Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.09) (0.07) (0.00)(b) — —Total distributions to preferred shareholders . . . . . . . . . . . . . . . . . . . . . . . (0.12) (0.12) (0.00)(b) — —

Net Increase/(Decrease) in Net Assets Attributable to CommonShareholders Resulting from Operations. . . . . . . . . . . . . . . . . . . . . . . . . 0.85 1.38 1.11 0.96 (0.22)

Distributions to Common Shareholders:Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.12) (0.19) (0.23) (0.26) (0.25)Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.37) (0.29) (0.21) (0.53) (0.43)Total distributions to common shareholders . . . . . . . . . . . . . . . . . . . . . . . (0.49) (0.48) (0.44) (0.79) (0.68)

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 0.06Offering costs for preferred shares charged to paid-in capital . . . . . . . . . . . — (0.00)(b) (0.09) — —Total Fund share transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) (0.01) (0.09) (0.02) 0.06Net Asset Value Attributable to Common Shareholders, End of Year . . . . $ 11.42 $ 11.07 $ 10.18 $ 9.60 $ 9.45NAV total return†. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.89% 13.85% 10.89% 10.64% (0.78)%Market value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.49 $ 10.31 $ 9.26 $ 8.19 $ 7.82Investment total return††. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.98% 17.08% 18.89% 15.98% (2.32)%

Ratios to Average Net Assets and Supplemental Data:Net assets including liquidation value of preferred shares, end of year (in

000’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $178,692 $173,192 $161,015 — —Net assets attributable to common shares, end of year (in 000’s) . . . . . . . . $148,692 $143,192 $131,015 $123,905 $120,948Ratio of net investment income to average net assets attributable to

common shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.80% 1.64% 1.92% 2.19% 1.40%Ratio of operating expenses to average net assets attributable to common

shares before reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.20%(c)(d) 1.18%(c)(d) 1.08%(c)(d) 1.10%(c) 1.10%Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.1% 34.6% 32.0% 38.0% 45.0%

Ellsworth Growth and Income Fund Ltd.Financial Highlights

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


10

Year Ended September 30,2019 2018 2017 2016 2015

Cumulative Preferred Shares:5.250% Series A PreferredLiquidation 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(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24.64 $ 24.56 $ 25.14 — —Asset coverage per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148.91 $144.33 $134.18 — —Asset Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596% 577% 537% — —

† For the fiscal years ended September 30, 2019, 2018, 2017, and 2016, the return was based on net asset value per share, adjusted for reinvestment ofdistributions at net asset value on the ex-dividend date. For the fiscal year ended September 30, 2015, the return was based on the market price on thepayable date.

†† Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Fund’s dividend reinvestment plan.(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) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2019, 2018,

2017, and 2016, there was no impact on the expense ratios.(d) Ratio of operating expenses to average net assets including liquidation value of preferred shares before reimbursement for the years ended

September 30, 2019, 2018, and 2017 would have been 0.99%, 0.96%, and 1.07%, respectively.(e) Based on weekly prices.

Ellsworth Growth and Income Fund Ltd.Financial Highlights (Continued)


11

1. Organization. Ellsworth Growth and Income Fund Ltd., organized as a Delaware statutory trust, operatesas a diversified closed-end management investment company, and is registered under the Investment CompanyAct 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, whichobjectives the Fund considers to be relatively equal over the long term due to the nature of the securities inwhich it invests. The Fund invests primarily in convertible and equity securities.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment companyaccounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) thatmay 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 policiesfollowed by the Fund in the preparation of its financial statements.

New Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, theFinancial Accounting Standards Board recently issued Accounting Standard Update (ASU) 2018-13, Fair ValueMeasurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement(ASU 2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of theadditions relating to ASU 2018-13 is not required, even if early adoption is elected for the removals and modificationsunder ASU 2018-13. Management has early adopted the removals and modifications set forth in ASU 2018-13in these financial statements and has not early adopted the additions set forth in ASU 2018-13.

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

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing valuesof such securities on the relevant market, but may be fair valued pursuant to procedures established by theBoard if market conditions change significantly after the close of the foreign market, but prior to the close ofbusiness on the day the securities are being valued. Debt obligations for which market quotations are readilyavailable are valued at the average of the latest bid and asked prices. If there were no asked prices quotedon such day, the securities are valued using the closing bid price, unless the Board determines such amountdoes not reflect the securities’ fair value, in which case these securities will be fair valued as determined bythe Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued atthe closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTCfutures and options on futures for which market quotations are readily available will be valued by quotations

Ellsworth Growth and Income Fund Ltd.Notes to Financial Statements

12

received from a pricing service or, if no quotations are available from a pricing service, by quotations obtainedfrom 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 bythe Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and reviewof available financial and non-financial information about the company; comparisons with the valuation andchanges 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 anyother 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 summarizedinto 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 bothindividually and in the aggregate that is significant to the fair value measurement. The inputs or methodologyused 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 ofSeptember 30, 2019 is as follows:

Valuation InputsLevel 1

Quoted PricesLevel 2 Other Significant

Observable InputsLevel 3 Significant

Unobservable InputsTotal Market Value

at 9/30/19INVESTMENTS IN SECURITIES:ASSETS (Market Value):Convertible Corporate Bonds(a) — $104,358,726 — $104,358,726Convertible Preferred Stocks:

Business Services — — $ 452,373 452,373Other Industries (a) $ 4,083,785 — — 4,083,785

Total Convertible Preferred Stocks 4,083,785 — 452,373 4,536,158Mandatory Convertible Securities:

Energy and Utilities 11,163,787 1,456,184 — 12,619,971Financial Services 3,067,549 1,402,640 — 4,470,189Other Industries (a) 10,795,893 — — 10,795,893

Total Mandatory Convertible Securities 25,027,229 2,858,824 — 27,886,053Common Stocks (a) 38,200,629 — — 38,200,629Warrants (a) — — 0 0U.S. Government Obligations — 278,023 — 278,023TOTAL INVESTMENTS IN SECURITIES $67,311,643 $107,495,573 $452,373(b) $175,259,589

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.(b) Level 3 securities are valued by brokers and pricing services, or recent transactions. At September 30, 2019, the value of these

securities was $452,373. The inputs for these securities are not readily available or cannot be reasonably estimated.

During the fiscal years ended September 30, 2019 and 2018, the Fund did not have transfers into or out ofLevel 3.

Ellsworth Growth and Income Fund Ltd.Notes to Financial Statements (Continued)

13

The following table reconciles Level 3 investments for the Fund for which significant unobservable inputs wereused to determine fair value.

Ellsworth Growth andIncome Fund

Balanceas of

09/30/18

Accrueddiscounts/

(premiums)

Realizedgain/(loss)

Change inunrealized

appreciation/(depreciation)† Purchases Sales

Transfersinto

Level 3

Transfersout of

Level 3

Balanceas of

09/30/19

Net changein unrealizedappreciation/depreciationduring theperiod onLevel 3

investmentsstill held at09/30/19†

INVESTMENTS INSECURITIES:

Assets (Market Value):EQUITY CONTRACTS:Convertible Corporate

Bonds (a) $ 0 — $576 — — $(576) — — — —Convertible Preferred

Stocks (a) 450,098 — — $2,275 — — — — $452,373 $2,275Warrants (a) 0 — — — — — — — 0 —

TOTAL INVESTMENTS INSECURITIES $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.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated withthe Adviser – to value most of its securities, and uses broker quotes provided by market makers of securitiesnot valued by these and other recognized pricing sources. Several different pricing feeds are received to valuedomestic 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 wherethese securities trade. The prices supplied by external sources are checked by obtaining quotations or actualtransaction 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 similarsecurities.

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, orfixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are notavailable, such as securities not traded for several days, or for which current ids are not available, or whichare restricted as to transfer. Among the factors to be considered to fair value a security are recent prices ofcomparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuationmodels, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factorsdo not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuationmeasures continue to apply.


14

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 fairvalues previously recognized.

Investments in Other Investment Companies. The Fund may invest, from time to time, in shares of otherinvestment companies (or entities that would be considered investment companies but are excluded from thedefinition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940Act and related rules. Shareholders in the Fund would bear the pro rata portion of the periodic expenses ofthe Acquired Funds in addition to the Fund’s expenses. During the fiscal year ended September 30, 2019, theFund 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. Foreigncurrencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchangerates. Purchases and sales of investment securities, income, and expenses are translated at the exchangerate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changesin foreign exchange rates and/or changes in market prices of securities have been included in unrealizedappreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gainsand losses resulting from changes in exchange rates include foreign currency gains and losses between tradedate and settlement date on investment securities transactions, foreign currency transactions, and the differencebetween the amounts of interest and dividends recorded on the books of the Fund and the amounts actuallyreceived. The portion of foreign currency gains and losses related to fluctuation in exchange rates betweenthe 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 offoreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. Therisks include possible revaluation of currencies, the inability to repatriate funds, less complete financial informationabout companies, and possible future adverse political and economic developments. Moreover, securities ofmany foreign issuers and their markets may be less liquid and their prices more volatile than securities ofcomparable 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, basedupon 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 marketsare restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractualrestrictions. The sale of restricted securities often requires more time and results in higher brokerage chargesor dealer discounts and other selling expenses than the sale of securities eligible for trading on national securitiesexchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securitiesthat are not subject to restrictions on resale. Securities freely saleable among qualified institutional investorsunder special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards establishedby 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 September 30, 2019,please refer to the Schedule of Investments.


15

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade datewith realized gain/(loss) on investments determined by using the identified cost method. Interest income (includingamortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discountson debt securities are amortized using the effective yield to maturity method. Dividend income is recorded onthe ex-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 “contingentpayment debt instruments,” Federal tax regulations require the Fund to record non-cash, “contingent” interestincome in addition to interest income actually received.

Custodian Fee Credits. When cash balances are maintained in the custody account, the Fund receives creditswhich are used to offset custodian fees. The gross expenses paid under the custody arrangement are includedin custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodianfee 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 inaccordance with federal income tax regulations, which may differ from income and capital gains as determinedunder GAAP. These differences are primarily due to differing treatments of income and gains on various investmentsecurities and foreign currency transactions held by the Fund, timing differences, and differing characterizationsof distributions made by the Fund. Distributions from net investment income for federal income tax purposesinclude net realized gains on foreign currency transactions. These book/tax differences are either temporaryor permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriatecapital accounts in the period when the differences arise. Permanent differences were primarily due to redesignationof dividends paid and reclassification of convertible bond premiums at disposition. These reclassifications haveno impact on the NAV of the fund.

Under the Fund’s current common share distribution policy, the Fund declares and pays quarterly distributionsfrom net investment income, capital gains, and paid-in capital. The actual source of the distribution is determinedafter the end of the year. Pursuant to this policy, distributions during the year may be made in excess of requireddistributions. To the extent such distributions are made from current earnings and profits, they are consideredordinary income or long term capital gains. The Fund’s current distribution policy may restrict the Fund’s abilityto pass through to shareholders all of its net realized long term capital gains as a Capital Gain Dividend andmay 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 froman investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into considerationthe Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modificationby 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.


16

The tax character of distributions paid during the fiscal years ended September 30, 2019 and 2018 was asfollows:



Common Preferred Common PreferredDistributions paid from:Ordinary income (inclusive of short term capital gains) . . . . . . . . . . . . $3,240,288 $ 801,186 $3,537,738 $ 898,478Net long term capital gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,129,587 773,814 2,663,788 676,522Total distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,369,875 $1,575,000 $6,201,526 $1,575,000

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

As of September 30, 2019, the components of accumulated earnings on a tax basis were as follows:

Net unrealized appreciation on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,955,628Undistributed long term capital gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,439,609Current year dividends payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,875)Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,373,362

At September 30, 2019, the temporary differences between book basis and tax basis net unrealized appreciationon investments were primarily due to amortization of bond premium and investments in partnerships.

The following summarizes the tax cost of investments and the related net unrealized appreciation atSeptember 30, 2019:

Cost

GrossUnrealized

Appreciation

GrossUnrealized

Depreciation

NetUnrealized

AppreciationInvestments. . . . . . $143,303,961 $36,365,279 $(4,409,651) $31,955,628

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing theFund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by theapplicable tax authority. Income tax and related interest and penalties would be recognized by the Fund astax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-notthreshold. During the fiscal year ended September 30, 2019, the Fund did not incur any income tax, interest,or penalties. As of September 30, 2019, the Adviser has reviewed all open tax years and concluded that therewas no impact to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns forthe prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitorthe 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 (theAdvisory Agreement) with the Adviser which provides that the Fund will pay the Adviser a fee, computed dailyand paid monthly, equal on an annual basis to 0.80% of the first $100,000,000 of the Fund’s average weeklynet assets including the liquidation value of preferred stock and 0.55% of the Fund’s average weekly net assetsincluding the liquidation value of preferred stock in excess of $100,000,000. In accordance with the Advisory


17

Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees theadministration of all aspects of the Fund’s business and affairs.

During the fiscal year ended September 30, 2019, the Fund paid $1,300 in brokerage commissions on securitytrades to G.research, LLC, Inc., an affiliate of the Adviser.

During the fiscal year ended September 30, 2019, the Fund received credits from a designated broker whoagreed to pay certain Fund operating expenses. The amount of such expenses paid through this directedbrokerage arrangement during this period was $2,371.

Through October 31, 2017, the Adviser waived fees or reimbursed expenses of the Fund to the extent the totalexpenses of the Fund (excluding brokers costs, interest, taxes, acquired fund fees and expenses, expenseschargeable to capital, and extraordinary expenses) exceeded 1.10% of the weekly average net assets of theFund. During the fiscal years ended September 30, 2019 and 2018, the Adviser neither waived fees nor reimbursedexpenses to the Fund.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreementbetween the Fund and the Adviser. During the fiscal year ended September 30, 2019, the Fund accrued $45,000in 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 expensesincurred in attending meetings. All Board committee members receive $500 per meeting attended. The LeadIndependent Trustee receives an annual fee of $1,000 and the Audit and Nominating Committee Chairmaneach receives an annual fee of $2,000. A Trustee may receive a single meeting fee, allocated among theparticipating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who aredirectors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursementfrom the Fund.

4. Portfolio Securities. Purchases and sales of securities during the fiscal year ended September 30, 2019,other than short term securities and U.S. Government obligations, aggregated $88,266,194 and $88,844,847,respectively.

5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (parvalue $0.01). The Board has authorized the repurchase of its common shares in the open market when theshares are trading at a discount of 10.0% or more (or such other percentage as the Board may determine fromtime to time) from the NAV of the shares. During the fiscal years ended September 30, 2019 and 2018, theFund did not repurchase any shares.

Transactions in common shares of beneficial interest for the fiscal years ended September 30, 2019 and 2018were as follows:



Shares Amount Shares AmountNet increase in net assets from common shares issued upon reinvestment

of distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,281 $745,968 65,634 $604,486


18

The Fund has an effective shelf registration authorizing the offering of an additional $100 million of commonor preferred shares. As of September 30, 2019, after considering the Series A Preferred offering, the Fundhas 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, afterthe deduction of offering expenses of $199,619 and underwriting fees of $945,000. The liquidation value ofthe Series A Preferred is $25 per share. The Series A Preferred has an annual dividend rate of 5.250%. TheSeries A Preferred is noncallable before September 18, 2022. At September 30, 2019, 1,200,000 shares ofSeries A Preferred were outstanding and accrued dividends amounted to $21,875. The Board has authorizedthe repurchase of the Series A Preferred in the open market at prices less than the $25 liquidation value pershare.

The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of Series APreferred, par value $0.01. The Series A Preferred are senior to the common shares and result in the financialleveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to commonshareholders. Dividends on the Series A Preferred are cumulative. The Fund is required by the 1940 Act andby 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 toredeem, in part or in full, the Series A Preferred at the redemption price of $25 per share plus an amount equalto 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 paydividends to common shareholders and could lead to sales of portfolio securities at inopportune times. Theincome received on the Fund’s assets may vary in a manner unrelated to the fixed rate, which could haveeither a beneficial or detrimental impact on net investment income and gains available to commonshareholders.

The holders of Series A Preferred generally are entitled to one vote per share held on each matter submittedto 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 twoTrustees 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 theSeries A Preferred, voting as a single class, will be required to approve any plan of reorganization adverselyaffecting the Series A Preferred, and the approval of two-thirds of each class, voting separately, of the Fund’soutstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investmentcompany. The approval of a majority (as defined in the 1940 Act) of the outstanding Series A Preferred andof the Fund’s outstanding voting securities are required to approve certain other actions, including changes inthe 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 convertiblesecurities. Although convertible securities derive part of their value from that of the securities into which theyare convertible, they are not considered derivative financial instruments. However, the Fund’s mandatory convertiblesecurities 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 lessthan that of the underlying common stock.


19

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

8. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurringthrough the date the financial statements were issued and has determined that there were no subsequentevents requiring recognition or disclosure in the financial statements.


20

To the Board of Trustees and Shareholders of Ellsworth Growth and Income Fund Ltd.:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments,of Ellsworth Growth and Income Fund Ltd. (the “Fund”) as of September 30, 2019, the related statement ofoperations for the year ended September 30, 2019, the statement of changes in net assets attributable tocommon shareholders for each of the two years in the period ended September 30, 2019, including the relatednotes, and the financial highlights for each of the two years in the period ended September 30, 2019 (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Fund as of September 30, 2019, the results of its operations for the yearthen ended, the changes in its net assets attributable to common shareholders for each of the two years inthe period ended September 30, 2019 and the financial highlights for each of the two years in the period endedSeptember 30, 2019 in conformity with accounting principles generally accepted in the United States ofAmerica.

The financial statements of the Fund as of and for the year ended September 30, 2017 and the financial highlightsfor each of the periods ended on or prior to September 30, 2017 (not presented herein, other than the financialhighlights) were audited by other auditors whose report dated November 21, 2017 expressed an unqualifiedopinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to expressan opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registeredwith the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independentwith respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulationsof the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements,whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Ouraudits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the financial statements. Our procedures included confirmationof securities owned as of September 30, 2019 by correspondence with the custodian. We believe that ouraudits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLPNew York, New YorkNovember 26, 2019

We have served as the auditor of one or more investment companies in Gabelli/Gamco Fund Complex since1986.

Ellsworth Growth and Income Fund Ltd.Report of Independent Registered Public Accounting Firm

21

The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees. Information pertaining to theTrustees and officers of the Fund is set forth below. The Fund’s Statement of Additional Information includes additional information aboutthe Fund’s Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to EllsworthGrowth and Income Fund Ltd. at One Corporate Center, Rye, NY 10580-1422.

Name, Position(s)Address1

and Age

Term of Officeand Length ofTime Served2

Number of Fundsin Fund Complex

Overseen by Trustee3Principal Occupation(s)During Past Five Years

Other DirectorshipsHeld by Trustee4

INTERESTED TRUSTEES5:

Mario J. Gabelli, CFATrustee and ChairmanAge: 77

Since 2015** 33 Chairman, Chief Executive Officer, and ChiefInvestment Officer– Value Portfolios of GAMCOInvestors, Inc. and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC andGAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of otherregistered investment companies within theGabelli/GAMCO Fund Complex; Chief ExecutiveOfficer of GGCP, Inc.; Executive Chairman ofAssociated Capital Group, Inc.

Director of Morgan GroupHoldings, Inc. (holding company)(2001-2019); Chairman of theBoard and Chief Executive Officerof LICT Corp. (multimedia andcommunication servicescompany); Director of CIBL, Inc.(broadcasting and wirelesscommunications); Director ofICTC Group Inc.(communications) (2013-2018)

James A. Dinsmore, CFATrustee and PresidentAge: 36

Since 2013*** 1 President of the Ellsworth Growth and IncomeFund Ltd.; Portfolio Manager of Gabelli Funds,LLC, Executive Vice President of the BancroftFund Ltd. (2013-2015); Executive VicePresident of the Ellsworth Growth and IncomeFund Ltd. (January 2013-February 2014)

—

INDEPENDENT TRUSTEES6:

Kinchen C. BizzellTrusteeAge: 65

Since 2008* 2 Private Investor; Managing Director of CAVUSecurities (securities broker-dealer) (2013-2016); Investor Relations Managing Director(1998-2003) and Senior Counselor (2004-2013) at Burson-Marsteller (global publicrelations and communications)

—

Elizabeth C. BoganTrusteeAge: 75

Since 1986*** 8 Senior Lecturer in Economics at PrincetonUniversity

—

James P. ConnTrusteeAge: 81

Since 2015* 24 Former Managing Director and ChiefInvestment Officer of Financial SecurityAssurance Holdings Ltd. (1992-1998)

—

Frank J. Fahrenkopf, Jr.7

TrusteeAge: 80

Since 2015* 12 Co-Chairman of the Commission onPresidential Debates; Former President andChief Executive Officer of the American GamingAssociation (1995-2013); Former Chairman ofthe Republican National Committee (1983-1989)

Director of First Republic Bank(banking); Director of EldoradoResorts, Inc. (casinoentertainment company)

Ellsworth Growth and Income Fund Ltd.Additional Fund Information (Unaudited)

22


and Age


Number of Fundsin Fund Complex

Overseen by Trustee3Principal Occupation(s)During Past Five Years

Other DirectorshipsHeld by Trustee4

Daniel D. HardingTrusteeAge: 67

Since 2007** 3 Managing General Partner of the Global EquityIncome Fund (private investment fund);Director of TRC (private asset management);General Partner of Latitude Capital Partners,LLC (private investment)

Moristown Medical Center,Atlantic Health Systems, OceanReef Community Foundation andOcean Reef Medical CenterFoundation

Michael J. Melarkey8

TrusteeAge: 69

Since 2015* 21 Of Counsel in the law firm of McDonald CaranoWilson LLP; Partner in the law firm ofAvansino, Melarkey, Knobel, Mulligan &McKenzie (1980-2015)

Chairman of Southwest GasCorporation (natural gas utility)

Kuni Nakamura8

TrusteeAge: 51

Since 2015** 33 President of Advanced Polymer, Inc. (chemicalmanufacturing company); President of KENEnterprises, Inc. (real estate)

—

Nicolas W. PlattTrusteeAge: 66

Since 1997** 2 Private Investor; Member of NYSE AmericanLLC Committee on Securities; TownshipCommittee Member, Harding, New Jersey;Former Mayor of Township of Harding, NewJersey (2013-2016); Managing Director of FTIConsulting Inc. (international consultingcompany) (March 2009-May 2011)

—

Anthonie C. van Ekris7

TrusteeAge: 85

Since 2015*** 23 Chairman and Chief Executive Officer ofBALMAC International, Inc. (global import/export company)

—

Ellsworth Growth and Income Fund Ltd.Additional Fund Information (Continued) (Unaudited)

23


and Age


Principal Occupation(s)During Past Five Years

OFFICERS:

John C. BallTreasurerAge: 43

Since 2017 Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complexsince 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; VicePresident of State Street Corporation, 2007-2014

Agnes MulladyVice PresidentAge: 61

Since 2015 Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLCsince 2015; Chief Executive Officer of G.distributors, LLC since 2010; Senior Vice Presidentof GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007;Executive Vice President of Associated Capital Group, Inc. since 2016

Andrea R. MangoSecretaryand Vice PresidentAge: 47

Since 2015 Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since2013; Secretary of registered investment companies within the Gabelli/GAMCO FundComplex since 2013; Vice President of closed-end funds within the Gabelli/GAMCO FundComplex since 2014

Richard J. WalzChief Compliance OfficerAge: 60

Since 2015 Chief Compliance Officer of registered investment companies within the Gabelli/GAMCOFund Complex since 2013

Laurissa M. MartireVice Presidentand OmbudsmanAge: 43

Since 2015 Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO FundComplex; Senior Vice President (since January 2019) and other positions (2003-2019) ofGAMCO Investors, Inc.

Bethany A. UhleinVice Presidentand OmbudsmanAge: 29

Since 2017 Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO FundComplex since 2017; Vice President (since 2019); Assistant Vice President (2015-2018)and Associate (2013-2015) for GAMCO Asset Management Inc.

1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.2 The Fund’s Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of

one class expires and the successor or successors elected to such class serve for a three year term. The three year term for eachclass expires as follows:* Term expires at the Fund’s 2020 Annual Meeting of Shareholders or until their successors are duly elected and qualified.** Term expires at the Fund’s 2021 Annual Meeting of Shareholders or until their successors are duly elected and qualified.*** Term expires at the Fund’s 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified.Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected andqualified.

3 The “Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all the U.S. registered investment companies that are consideredpart of the same fund complex as the Fund because they have common or affiliated investment advisers.

4 This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, asamended, i.e., public companies, or other investment companies registered under the 1940 Act.

5 “Interested person” of the Fund, as defined in the 1940 Act. Messrs. Gabelli and Dinsmore are each considered to be an “interestedperson” of the Fund because of their affiliation with the Fund’s Adviser.

6 Trustees who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent”Trustees.

7 Mr. Fahrenkopf’s daughter, Lesle. F. Foley, serves as a director of other funds in the Fund Complex. Mr. van Ekris is an independentdirector of Gabelli International Ltd., Gabelli Fund LDC, Gama Capital Opportunities Master Ltd., and GAMCO International SICAV, allof which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and, in that event, would be deemed to be under commoncontrol with the Fund’s Adviser.

8 This Trustee is elected soley by and represents the shareholders of the preferred shares issued by this Fund.9 Includes time served in prior officer positions with the Fund.

Ellsworth Growth and Income Fund Ltd.Additional Fund Information (Continued) (Unaudited)

24

At its meeting on August 21, 2019, the Board of Trustees (Board) of the Fund approved the continuation of theinvestment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trusteeswho are not interested persons of the Fund (the Independent Board Members). The following paragraphs summarizethe material information and factors considered by the Independent Board Members as well as their conclusionsrelative to such factors.

Nature, Extent, and Quality of Services.

The Independent Board Members considered information regarding the portfolio managers, the depth of theanalyst pool available to the Adviser and the portfolio managers, the scope of administrative, shareholder, andother services supervised or provided by the Adviser and the absence of significant service problems reportedto the Board. The Independent Board Members noted the experience, length of service, and reputation of theportfolio managers as well as the Independent Board Members’ satisfaction with the performance of the portfoliomanagers since the Adviser assumed control of the Fund in 2015.

The Independent Board Members also noted that they were impressed with the overall quality of the materialsrelating to the Board’s consideration of the Advisory Agreement.

Investment Performance.

The Independent Board Members reviewed the performance of the Fund for the one, three, five, and ten yearperiods (as of June 30, 2019) against a peer group of 12 convertible funds prepared by the Adviser (“the “AdviserPeer Group”) and against a larger peer group of 26 closed-end funds constituting the Fund’s Lipper category(Closed-End Core, Convertible and Value Equity Funds) (the “Lipper Peer Group”). The Independent BoardMembers noted that the Fund’s performance was in the first quartile for the one, five, and ten year periods andthe second quartile in the three year period for the Adviser Peer Group, and in the second quartile for the one,three, five, and ten year periods for the Lipper Peer Group.

Profitability.

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

Economies of Scale.

The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationshipof those elements to potential economies of scale.

Sharing of Economies of Scale.

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

Service and Cost Comparisons.

The Independent Board Members compared the expense ratios of the investment management fee, other expenses,and total expenses of the Fund with similar expense ratios of the Adviser Peer Group and the Lipper Peer

Ellsworth Growth and Income Fund Ltd..Board Consideration and Re-Approval of Investment Advisory Contract (Unaudited)

25

Group. The Independent Board Members noted that the Adviser’s management fee includes substantially alladministrative services for the Fund as well as investment advisory services. The Independent Board Membersnoted that within the Adviser Peer Group, the Fund’s investment management fee and total expense ratio wereslightly above the Adviser Peer Group average. It was noted that within the peer group, none of the other fundsemploy leverage. The Independent Board Members further noted that both the Fund’s investment managementfee and total expense ratio were slightly above the Lipper Peer Group average. The Independent Board Membersalso noted that the management fee structure was different from that in effect for most of the Gabelli funds, inthat it contains a reduction for assets in excess of $100 million and is lower than the management fees in effectfor most other Gabelli funds due to the retention of the Fund’s historical fee structure when the Adviser assumedthe management of the Fund in 2015.

Conclusions.

The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio managementservices and good ancillary services, and that the Fund’s performance record has been acceptable since theAdviser assumed control of the Fund in 2015. The Independent Board Members concluded that the profitabilityto the Adviser of managing the Fund was reasonable and that economies of scale were not a significant factorin their thinking at this point. The Independent Board Members did not view the potential profitability of ancillaryservices as material to their decision. On the basis of the foregoing and without assigning particular weight toany single conclusion, the Independent Board Members determined to recommend continuation of the AdvisoryAgreement to the full Board.

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

Ellsworth Growth and Income Fund Ltd..Board Consideration and Re-Approval of Investment Advisory Contract (Unaudited) (Continued)

26

Cash Dividends and Distributions

PayableDate

RecordDate

Total AmountPaid

Per Share (a)

OrdinaryInvestmentIncome (a)

Long TermCapital

Gains (a)

DividendReinvestment

PriceCommon Stock

12/28/18 11/27/18 $0.13000 $0.06613 $0.06387 $ 8.4500003/22/19 03/15/19 0.12000 0.06104 0.05896 9.6158006/21/19 06/14/19 0.12000 0.06104 0.05896 10.2697009/23/19 09/16/19 0.12000 0.06104 0.05896 11.01840

$0.49000 $0.24925 $0.240755.250% Series A Cumulative Preferred Shares

12/26/18 12/18/18 $0.32813 $0.16782 $0.1603103/26/19 03/19/19 0.32812 0.16781 0.1603106/26/19 06/19/19 0.32813 0.16782 0.1603109/26/19 09/19/19 0.32812 0.16781 0.16031

$1.31250 $0.67126 $0.64124

Corporate Dividends Received Deduction, Qualified Dividend Income, and U.S. Government Securities Income

For the fiscal year ended September 30, 2019, the Fund paid to common shareholders and 5.250% Series A preferred shareholders ordinaryincome distributions (inclusive of short term capital gains) totaling $0.24925 and $1.31250 per share, respectively, and long term capital gainstotaling $3,903,401, or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by theFund’s Board of Trustees. For the fiscal year ended September 30, 2019, 45.74% of the ordinary income distribution qualifies for the dividendsreceived deduction available to corporations. The Fund designates 46.82% of the ordinary income distribution as qualified dividend income pursuantto the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 38.75% of the ordinary income distribution as qualified interestincome pursuant to the Tax Relief, Unemployment Reauthorization, and Job Creation Act of 2010. The Fund designates 100.00% of the ordinaryincome distribution as qualified short term capital gain pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the fiscal year ended September 30, 2019 which was derivedfrom U.S. Treasury securities was 0.70%. Such income is exempt from state and local tax in all states. However, many states, including New Yorkand California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end ofeach quarter of the Fund’s fiscal year in U.S. Government securities. Ellsworth Growth and Income Fund Ltd. did not meet this strict requirementin 2019. The percentage of U.S. Government securities held as of September 30, 2019 was 0.20%. Due to the diversity in state and local tax law,it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

ELLSWORTH GROWTH AND INCOME FUND LTD.INCOME TAX INFORMATION (Unaudited)

September 30, 2019

27

Historical Distribution Summary

InvestmentIncome (b)

Short TermCapital

Gains (b)

Long TermCapitalGains

TotalDistributions (a)

Common Shares2019 . . . . . . . . . . . . . . . . . . . . . . . . . . $0.20397 $0.04528 $0.24075 $0.490002018 . . . . . . . . . . . . . . . . . . . . . . . . . . 0.19370 0.07520 0.21120 0.480102017 . . . . . . . . . . . . . . . . . . . . . . . . . . 0.22827 0.00173 0.21000 0.440002016 . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25610 0.00870 0.53220 0.79700

Preferred Shares2019 . . . . . . . . . . . . . . . . . . . . . . . . . . $0.54998 $0.12128 $0.64124 $1.312502018 . . . . . . . . . . . . . . . . . . . . . . . . . . 0.54510 0.22027 0.57630 1.34167

(a) Total amounts may differ due to rounding.(b) Taxable as ordinary income for Federal tax purposes.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. Foreach item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

ELLSWORTH GROWTH AND INCOME FUND LTD.INCOME TAX INFORMATION (Unaudited) (Continued)

September 30, 2019

28

Enrollment in the PlanIt 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 Fundto credit common shares to participants upon an income dividend or a capital gains distribution regardless of whether the shares are trading at adiscount or a premium to net asset value. All distributions to shareholders whose shares are registered in their own names will be automaticallyreinvested 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 inwriting to:

Ellsworth Growth and Income Fund Ltd.c/o American Stock Transfer

6201 15th AvenueBrooklyn, NY 11219

Shareholders requesting this cash election must include the shareholder’s name and address as they appear on the share certificate. Shareholderswith 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 participatingin 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 foryou to have your shares taken out of “street name” and re-registered in your own name. Once registered in your own name your distributions willbe automatically reinvested. Certain brokers participate in the Plan. Shareholders holding shares in “street name” at participating institutions willhave 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. Underthe Plan, for the first three calendar quarter distributions, whenever the market price of the Fund’s common shares is equal to or exceeds net assetvalue 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 currentmarket 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 Americantrading 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 islower, the Fund will issue shares at the market price. If the Fund should declare a dividend or capital gains distribution payable only in cash, ASTwill buy common shares in the open market, or on the NYSE American, or elsewhere, for the participants’ accounts, except that AST will endeavorto 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 payableon such distributions. A participant in the Plan will be treated for federal income tax purposes as having received, on a dividend payment date, adividend 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 participatein 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’scommon shares at the then current market price. Shareholders may send an amount from $100 to $10,000. AST will use these funds to purchaseshares 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 brokeragecommissions. Brokerage charges for such purchases are expected to be less than the usual brokerage charge for such transactions. It is suggestedthat any voluntary cash payments be sent to American Stock Transfer, 6201 15th Avenue, Brooklyn, NY 11219 such that AST receives such paymentsapproximately 10 days before the investment date. Funds not received at least five days before the investment date shall be held for investment untilthe 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 beinvested.

Shareholders wishing to liquidate shares held at AST must do so in writing or by telephone. Please submit your request to the above mentionedaddress or telephone number. Include in your request your name, address, and account number. Brokerage charges are expected to be less than theusual brokerage charge for such transactions.

For more information regarding the Automatic Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available bycalling (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 distributionpaid 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.

AUTOMATIC DIVIDEND REINVESTMENTAND VOLUNTARY CASH PURCHASE PLANS

29

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 registeredwith the Securities and Exchange Commission under the Investment Company Act of 1940. We aremanaged 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 avariety 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 New York Stock Exchange, you have the option ofregistering directly with our transfer agent in order, for example, to participate in our dividend reinvestmentplan.

• Information you give us on your application form. This could include your name, address, telephonenumber, social security number, bank account number, and other information.

• Information about your transactions with us. This would include information about the shares that youbuy or sell; it may also include information about whether you sell or exercise rights that we haveissued 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 toanyone other than our affiliates, our service providers who need to know such information, and asotherwise permitted by law. If you want to find out what the law permits, you can read the privacy rulesadopted by the Securities and Exchange Commission. They are in volume 17 of the Code of FederalRegulations, 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 thatinformation in order to provide services to you or the Fund and to ensure that we are complying withthe laws governing the securities business. We maintain physical, electronic, and procedural safeguardsto keep your personal information confidential.

Ellsworth Growth and Income Fund Ltd.One Corporate CenterRye, 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 ofGabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Previously Mr. Dinsmorewas 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 inEconomics 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 GabelliFunds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Previously Ms. O’Keeffe wasPresident and Director of Dinsmore Capital Management where she was also a Portfolio Manager of BancroftFund Ltd. and Ellsworth Growth and Income Fund Ltd. Prior to joining Dinsmore Capital Management, Ms. O’Keeffeheld positions of increasing responsibilities at IDS Progressive Fund, Soros Fund Management Company, SimmsCapital Management, and Fiduciary Trust International. She earned a BA from the University of New Hampshireand 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 ofGabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Dinsmore receiveda 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 tocorporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that thecontent of the portfolio managers’ commentary is unrestricted. Both the commentary and the financial statements, includingthe 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 “SpecializedEquity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Fundssection 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 theFund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at adiscount of 10.0% or more from the net asset value of the shares. The Fund may also from time to time purchase itspreferred 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 CenterRye, NY 10580-1422

t 800-GABELLI (800-422-3554)f 914-921-5118e [email protected]

GABELLI.COM

TRUSTEES

Mario J. Gabelli, CFAChairman andChief Executive Officer,GAMCO Investors, Inc.Executive Chairman,Associated Capital Group Inc.

Kinchen C. BizzellFormer Managing Director,CAVU Securities

Elizabeth C. BoganSenior Lecturer, EconomicsPrinceton University

James P. ConnFormer Managing Director &Chief Investment Officer,Financial Security AssuranceHoldings Ltd.

James A. Dinsmore, CFAPortfolio Manager,Gabelli Funds, LLC

Frank J. Fahrenkopf, Jr.Former President &Chief Executive Officer,American Gaming Association

Daniel D. HardingManaging General Partner,Global Equity Income Fund

Michael J. MelarkeyOf Counsel,McDonald Carano Wilson LLP

Kuni NakamuraPresident,Advanced Polymer, Inc.

Nicolas W. PlattFormer Managing Director,FTI Consulting Inc.

Anthonie C. van EkrisChairman,BALMAC International Inc.

OFFICERS

James A. Dinsmore, CFAPresident

John C. BallTreasurer

Agnes MulladyVice President

Andrea R. MangoSecretary & Vice President

Richard J. WalzChief Compliance Officer

Laurissa M. MartireVice President & Ombudsman

Bethany A. UhleinVice President & Ombudsman

INVESTMENT ADVISER

Gabelli Funds, LLC

CUSTODIAN

State Street Bank and TrustCompany

COUNSEL

Skadden, Arps, Slate, Meagher &Flom LLP

TRANSFER AGENT ANDREGISTRAR

American Stock Transfer andTrust Company

ELLSWORTHGROWTH ANDINCOMEFUND LTD.

ECF

Annual ReportSeptember 30, 2019

ECF Q3/2019

ellsworth growth and income fund ltd. · 2019-12-03 · thomas h. dinsmore, cfa jane d. o’keeffe...

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