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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04656

Ellsworth Growth and Income Fund Ltd.

(Exact name of registrant as specified in charter)

One Corporate Center

Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

James A. Dinsmore
Gabelli Funds, LLC
One Corporate Center

Rye, New York 10580-1422

(Name and address of agent for service)

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

Date of fiscal year end: September 30

Date of reporting period: March 31, 2022

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

(a) The Report to Shareholders is attached herewith.

Ellsworth Growth and Income Fund Ltd.

Semiannual Report — March 31, 2022

(Y)our Portfolio Management Team

Thomas H. Dinsmore, CFA  BS, Wharton School  of Business  MA, Fairleigh Dickinson  University	James A. Dinsmore, CFA  BA, Cornell University  MBA, Rutgers University

To Our Shareholders,

For the six months ended March 31, 2022, the net asset value (NAV) total return of the Ellsworth Growth and Income Fund Ltd. was (9.2)% compared with total returns of (5.4)% and (7.6)% for the ICE Bank of America U.S. Convertibles Index and the Bloomberg Balanced U.S. Convertibles Index, respectively. The total return for the Fund’s publicly traded shares was (12.4)%. The Fund’s NAV per share was $12.10, while the price of the publicly traded shares closed at $10.59 on the NYSE American. See page 4 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of March 31, 2022.

Investment Objective and Strategy

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

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

Performance Discussion (Unaudited)

In the first half of Ellsworth’s fiscal 2022 we saw volatility return across asset classes. War, inflation, and interest rates were all at the forefront of investors’ minds, weighing on the market. While convertibles remained less volatile than their underlying equities, the convertible market was still negatively impacted by these three major factors that led to contracting growth multiples, widening credit spreads and selling pressure from investor redemptions.

With general uncertainty, convertible issuance slowed significantly. Conversion premiums have expanded, but there is still great opportunity in the market. We are starting to see some issues offering a yield to maturity or put that is quite compelling. In the instance that a company is acquired before maturity, these convertibles have a par put which could make them very attractive. On the equity alternative side, many convertibles that were too equity sensitive at expensive valuations have come down to a more asymmetrical profile with a more reasonable underlying equity valuation. We are reconsidering some names that we had sold on valuation for re-inclusion in the portfolio.

For the first half of the fiscal year we saw $25 billion in new convertible issues come to the market. This was down significantly both over the previous six months and year over year. As a result it is unlikely that we shall see issuance reach the levels of the past two years, but with higher interest rates, expanding credit spreads, and increasing volatility, the convertible market should remain an attractive and quick way for companies to raise capital, and we expect the pace of issuance to pick up through the remainder of fiscal 2022.

The Bloomberg US Convertible market is now $350B with over 600 issues with a yield to best measured at 3.1%, a current yield of 1.8%, a premium to conversion value of 35%, delta (a measure of sensitivity to stock price movements) of 60%, and an average duration (a measure of interest rate sensitivity) of 1.9 years. Cash pay bonds make up 83% of the index market capitalization, mandatory structures (mostly preferred shares) 13% and convertible perpetual preferred shares 4%. By comparison, Ellsworth had a yield to best of 2.4%, current yield of 1.8%, premium to conversion value of 31%, delta of 63%, and a duration of 2.1. The Fund has 67% in convertible bonds, 10% in mandatory convertibles, 1% in convertible preferreds, and 20% in common stock with the remainder in cash.

Our top performers for the first half came from the Health Care and Information Technology sectors. These included Cloudflare (cloud based networking software) (no longer held as of March 31, 2022), Broadcom Inc. (2.3%) (semiconductors), Vocera Communications (communication infrastructure and software for medical facilities) (no longer held as of March 31, 2022), Eli Lilly & Co. (2.2%) (pharmaceuticals) and Cutera Inc. (1.3%) (medical devices). Our top detractors for the first half were PayPal Holdings Inc. (0.9%) (digital payments) and Everbridge (critical event management) (no longer held as of March 31, 2022).

2 

The equity sensitivity of the convertible market over the last year has been an overhang on the market as growth valuations have declined. Equity sensitive converts are still the largest group available to us but they no longer make up a majority of the market. The market ended the first quarter with 44% of it in what we would consider equity equivalent issues, only 30% in total return issues, and 26% fixed income equivalents. By comparison, we focus on the total return segment for our convertible holdings while using common stock for equity exposure. Ellsworth has 46% of the Fund in equity equivalent issues (with 20% in common stock), 42% in total return, and 12% in fixed income equivalent. We continue to believe that convertibles can offer attractive risk adjusted equity exposure with an asymmetrical return profile. In addition to convertibles, we include equities in the portfolio for diversification, income, and growth potential.

We appreciate your continued confidence and trust.

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

3 

Comparative Results

Average Annual Returns through March 31, 2022 (a) (b) (Unaudited)

	Six  Months			1 Year			3 year			5 year			10 year			Since Inception (6/30/86)
The Ellsworth Growth and Income Fund Ltd. (ECF)
NAV Total Return (c)		(9.17	)%		(5.37	)%		13.39	%		11.84	%		10.46	%		8.32	%
Investment Total Return (d)		(12.36	)		(11.83	)		13.87			12.71			11.01			8.76
ICE Bank of America U.S. Convertibles Index		(5.44	)		(2.21	)		17.98			14.39			12.15			N/A	(e)
Bloomberg Barclays Balanced U.S. Convertibles Index		(7.62	)		(5.47	)		13.24			10.42			8.45			N/A	(f)

(a) The Fund’s fiscal year ends on September 30.

(b) Performance returns for periods of less than one year are not annualized. Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. The Fund’s use of leverage may magnify the volatility of net asset value changes versus funds that do not employ leverage. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. The ICE Bank of America U.S. Convertibles Index is a market value weighted index of all dollar denominated convertible securities that are exchangeable into U.S. equities that have a market value of more than $50 million. The Bloomberg Balanced U.S. Convertibles Index is a market value weighted index that tracks the performance of publicly placed, dollar denominated convertible securities that are between 40% and 80% sensitive to movements in their underlying common stocks. Dividends and interest income are considered reinvested. You cannot invest directly in an index.

(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, distributions were reinvested on the payable date using market prices. From inception through November 2008, distributions were reinvested on the payable date using NAV. Since inception return is based on an initial NAV of $9.30.

(d) Total returns and average annual returns reflect changes in closing market values on the NYSE American and reinvestment of distributions. Total returns and average annual returns were not adjusted for the 2004 rights offering. Since inception return is based on an initial offering price of $10.00.

(e) The ICE Bank of America U.S. Convertibles Index inception date is December 31, 1994.

(f) The Bloomberg Balanced U.S. Convertibles Index inception date is January 1, 2003.

Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing.

4 

Summary of Portfolio Holdings (Unaudited)

The following tables present portfolio holdings as a percent of total investments as of March 31, 2022:

Ellsworth Growth and Income Fund Ltd.

Computer Software and Services	21.5	%	Consumer Products	2.2	%
Health Care	14.0	%	Cable and Satellite	1.8	%
Real Estate Investment Trusts	6.9	%	Automotive	1.8	%
Financial Services	5.7	%	Transportation	1.7	%
Telecommunications	5.6	%	Airlines	1.4	%
Business Services	5.5	%	Automotive: Parts and Accessories	1.2	%
Communications Equipment	4.7	%	Entertainment	0.9	%
Security Software	4.7	%	Equipment and Supplies	0.8	%
Energy and Utilities	4.4	%	Agriculture	0.6	%
Semiconductors	3.9	%	Food and Beverage	0.5	%
Diversified Industrial	3.6	%	Specialty Chemicals	0.5	%
Consumer Services	3.3	%	Materials	0.1	%
U.S. Government Obligations	2.7	%		100.0	%

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

Proxy Voting

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

5 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments — March 31, 2022 (Unaudited)

Principal					Market
Amount			Cost		Value
		CONVERTIBLE CORPORATE BONDS — 67.2%
		Airlines — 1.4%
$	2,000,000	Southwest Airlines Co.,
		1.250%, 05/01/25	$	2,382,547	$	2,721,500
		Automotive — 1.8%
	3,000,000	Ford Motor Co.,
		Zero Coupon, 03/15/26		3,246,083		3,561,000
		Business Services — 4.5%
	2,000,000	BigBear.ai Holdings Inc.,
		6.000%, 12/15/26(a)		2,000,000		2,010,540
	1,500,000	BigCommerce Holdings Inc.,
		0.250%, 10/01/26(a)		1,526,726		1,145,700
	3,250,000	Perficient Inc.,
		0.125%, 11/15/26(a)		3,170,917		2,920,125
	2,100,000	TechTarget Inc.,
		Zero Coupon,
		12/15/26(a)		2,055,646		1,905,750
	1,085,000	Upwork Inc.,
		0.250%, 08/15/26		1,093,729		891,327
				9,847,018		8,873,442
		Cable and Satellite — 1.8%
		DISH Network Corp.
	1,750,000	Zero Coupon, 12/15/25		1,750,000		1,706,425
	1,000,000	3.375%, 08/15/26		962,701		902,000
	1,415,000	fuboTV Inc.,
		3.250%, 02/15/26(a)		1,307,087		960,077
				4,019,788		3,568,502
		Communications Equipment — 4.6%
	1,870,000	InterDigital Inc.,
		2.000%, 06/01/24		1,865,298		1,926,100
	1,700,000	Kaleyra Inc.,
		6.125%, 06/01/26(a)		1,707,824		1,636,250
		Lumentum Holdings Inc.
	2,000,000	0.500%, 12/15/26		2,104,416		2,327,760
	917,000	0.500%, 06/15/28(a)		917,000		901,411
	2,500,000	Radius Global Infrastructure Inc.,
		2.500%, 09/15/26(a)		2,500,000		2,368,750
				9,094,538		9,160,271
		Computer Software and Services — 19.3%
	3,000,000	Bandwidth Inc.,
		0.250%, 03/01/26		3,031,430		2,301,000
		Blackline Inc.
	700,000	0.125%, 08/01/24		700,942		830,830
	1,340,000	Zero Coupon, 03/15/26		1,340,000		1,139,000
	2,625,000	Cardlytics Inc.,
		1.000%, 09/15/25		2,928,742		2,668,313

Principal					Market
Amount			Cost		Value
$	1,000,000	Dropbox Inc.,
		Zero Coupon, 03/01/28	$	1,075,505	$	947,200
	3,000,000	i3 Verticals LLC,
		1.000%, 02/15/25		2,909,700		2,973,900
	1,915,000	Limelight Networks Inc.,
		3.500%, 08/01/25		1,793,006		1,998,379
	2,250,000	LivePerson Inc.,
		0.750%, 03/01/24		2,299,375		2,251,125
	1,500,000	Match Group Financeco 3 Inc.,
		2.000%, 01/15/30(a)		1,502,552		2,265,000
	1,000,000	MercadoLibre Inc.,
		2.000%, 08/15/28		987,050		2,767,500
	1,750,000	PAR Technology Corp.,
		2.875%, 04/15/26		1,684,144		2,103,281
	2,000,000	Progress Software Corp.,
		1.000%, 04/15/26(a)		2,002,711		1,998,000
	1,330,000	PROS Holdings Inc.,
		2.250%, 09/15/27		1,330,000		1,411,795
	1,735,000	Q2 Holdings Inc.,
		0.750%, 06/01/26		1,794,837		1,731,530
		Shift4 Payments Inc.
	1,500,000	Zero Coupon, 12/15/25		1,848,509		1,578,000
	435,000	0.500%, 08/01/27(a)		447,616		381,495
	2,000,000	Splunk Inc.,
		1.125%, 09/15/25		2,072,804		2,400,000
	1,045,000	Varonis Systems Inc.,
		1.250%, 08/15/25		1,052,865		1,745,150
	1,170,000	Veritone Inc.,
		1.750%, 11/15/26(a)		1,140,113		1,005,037
	1,650,000	Workiva Inc.,
		1.125%, 08/15/26		1,664,145		2,661,656
	1,000,000	Zynga Inc.,
		0.250%, 06/01/24		1,207,525		1,220,625
				34,813,571		38,378,816
		Consumer Products — 1.6%
	1,050,000	Callaway Golf Co.,
		2.750%, 05/01/26		1,100,579		1,586,813
	1,045,000	National Vision Holdings Inc.,
		2.500%, 05/15/25		1,053,894		1,609,300
				2,154,473		3,196,113
		Consumer Services — 3.3%
		NCL Corp. Ltd.
	1,470,000	5.375%, 08/01/25		1,837,526		2,131,500
	682,000	1.125%, 02/15/27(a)		682,000		630,168
		Royal Caribbean Cruises Ltd.
	430,000	4.250%, 06/15/23		453,845		563,859
	685,000	2.875%, 11/15/23		685,000		831,590

See accompanying notes to financial statements.

6 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments (Continued) — March 31, 2022 (Unaudited)

Principal					Market
Amount			Cost		Value
		CONVERTIBLE CORPORATE BONDS (Continued)
		Consumer Services (Continued)
$	343,000	Shopify Inc.,
		0.125%, 11/01/25	$	343,000	$	325,678
	2,105,000	Stride Inc.,
		1.125%, 09/01/27		1,927,363		2,098,685
				5,928,734		6,581,480
		Diversified Industrial — 2.4%
	750,000	Chart Industries Inc.,
		1.000%, 11/15/24(a)		751,189		2,210,625
	340,000	John Bean Technologies Corp.,
		0.250%, 05/15/26		340,000		328,270
	2,027,000	Patrick Industries Inc.,
		1.750%, 12/01/28(a)		2,096,672		1,824,300
	508,000	Xometry Inc.,
		1.000%, 02/01/27(a)		508,000		466,090
				3,695,861		4,829,285
		Energy and Utilities — 1.8%
	2,026,000	Array Technologies Inc.,
		1.000%, 12/01/28(a)		1,824,298		1,546,851
	1,155,000	Bloom Energy Corp.,
		2.500%, 08/15/25		1,185,184		1,913,026
				3,009,482		3,459,877
		Financial Services — 4.1%
		Block Inc.
	500,000	0.500%, 05/15/23		514,481		908,125
	500,000	0.125%, 03/01/25		711,632		657,812
	1,025,000	Digitalbridge Operating Co. LLC,
		5.750%, 07/15/25(a)(b)		1,201,481		3,328,073
	1,000,000	IIP Operating Partnership LP,
		3.750%, 02/21/24(a)		1,000,000		3,146,900
				3,427,594		8,040,910
		Health Care — 7.9%
	735,000	Coherus Biosciences Inc.,
		1.500%, 04/15/26		739,478		731,178
	1,000,000	CONMED Corp.,
		2.625%, 02/01/24		1,007,592		1,723,500
	1,000,000	Cutera Inc.,
		2.250%, 03/15/26		1,000,000		2,174,000
	2,100,000	Dexcom Inc.,
		0.250%, 11/15/25		2,392,858		2,408,438
		Exact Sciences Corp.
	1,960,000	0.375%, 03/15/27		1,981,873		1,858,325
	500,000	0.375%, 03/01/28		541,696		442,000
	1,500,000	Insulet Corp.,
		0.375%, 09/01/26		1,540,712		1,995,750

Principal					Market
Amount			Cost		Value
		Invacare Corp.
$	500,000	4.500%, 06/01/22	$	491,065	$	484,237
	1,015,000	4.250%, 03/15/26		1,015,000		537,950
	2,390,000	PetIQ Inc.,
		4.000%, 06/01/26		2,592,575		2,860,531
	500,000	Travere Therapeutics Inc.,
		2.500%, 09/15/25		441,169		522,500
				13,744,018		15,738,409
		Materials — 0.1%
	345,000	Danimer Scientific Inc.,
		3.250%, 12/15/26(a)		345,000		283,763
		Real Estate Investment Trusts — 1.1%
	375,000	Braemar Hotels & Resorts Inc.,
		4.500%, 06/01/26(a)		375,000		444,375
	340,000	Pebblebrook Hotel Trust,
		1.750%, 12/15/26		340,000		391,510
	1,180,000	Summit Hotel Properties Inc.,
		1.500%, 02/15/26		1,205,120		1,240,180
				1,920,120		2,076,065
		Security Software — 4.7%
	3,000,000	2U Inc.,
		2.250%, 05/01/25		2,811,228		2,535,000
	515,000	Nice Ltd.,
		Zero Coupon, 09/15/25		515,000		543,003
	532,000	Nice Systems Inc.,
		1.250%, 01/15/24		540,660		1,397,165
	2,190,000	Verint Systems Inc.,
		0.250%, 04/15/26(a)		2,199,218		2,294,644
	1,515,000	Zscaler Inc.,
		0.125%, 07/01/25		1,529,551		2,585,348
				7,595,657		9,355,160
		Semiconductors — 2.0%
	2,000,000	Impinj Inc.,
		1.125%, 05/15/27(a)		2,059,011		1,886,250
	1,841,000	Wolfspeed Inc.,
		0.250%, 02/15/28(a)		1,910,663		2,090,686
				3,969,674		3,976,936
		Specialty Chemicals — 0.5%
	1,354,000	Amyris Inc.,
		1.500%, 11/15/26(a)		1,368,889		976,234
		Telecommunications — 2.6%
	2,060,000	8x8 Inc.,
		0.500%, 02/01/24		2,120,479		1,908,590
	1,250,000	Infinera Corp.,
		2.500%, 03/01/27		1,205,805		1,723,750

See accompanying notes to financial statements.

7 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments (Continued) — March 31, 2022 (Unaudited)

Principal					Market
Amount			Cost		Value
		CONVERTIBLE CORPORATE BONDS (Continued)
		Telecommunications (Continued)
$	1,345,000	PagerDuty Inc.,
		1.250%, 07/01/25	$	1,345,806	$	1,554,147
				4,672,090		5,186,487
		Transportation — 1.7%
	1,700,000	Atlas Air Worldwide
		Holdings Inc.,
		1.875%, 06/01/24		1,612,889		2,557,438
	1,016,000	CryoPort Inc.,
		0.750%, 12/01/26(a)		1,036,365		803,148
				2,649,254		3,360,586
		TOTAL CONVERTIBLE
		CORPORATE BONDS		117,884,391		133,324,836
Shares
		CONVERTIBLE PREFERRED STOCKS — 0.2%
		Business Services — 0.2%
	809,253	Amerivon Holdings LLC,
		4.000%(c)		1,294,693		436,035
	272,728	Amerivon Holdings LLC,
		common equity units (c)		0		16,364
				1,294,693		452,399
		TOTAL CONVERTIBLE
		PREFERRED STOCKS		1,294,693		452,399
		MANDATORY CONVERTIBLE SECURITIES(d) — 10.3%
		Automotive: Parts and Accessories — 1.2%
	17,100	Aptiv plc, Ser. A,
		5.500%, 06/15/23		1,734,027		2,333,637
		Energy and Utilities — 2.6%
		NextEra Energy Inc.
	24,025	4.872%, 09/01/22		1,187,843		1,484,505
	27,900	5.279%, 03/01/23		1,360,125		1,454,985
	27,465	6.219%, 09/01/23		1,334,799		1,443,011
	16,290	Spire Inc., Ser. A,
		7.500%, 03/01/24		824,500		856,854
				4,707,267		5,239,355
		Equipment and Supplies — 0.8%
	1,000	Danaher Corp., Ser. B,
		5.000%, 04/15/23		1,304,945		1,579,240
		Financial Services — 1.6%
	1,730	2020 Cash Mandatory
		Exchangeable Trust,
		5.250%, 06/01/23		1,771,550		1,933,275
	24,000	New York Community
		Capital Trust V,
		6.000%, 11/01/51		1,043,554		1,238,400
				2,815,104		3,171,675

					Market
Shares			Cost		Value
		Health Care — 2.2%
	25,445	Avantor Inc., Ser. A,
		6.250%, 05/15/22	$	1,405,621	$	2,634,321
	40,900	Elanco Animal Health Inc.,
		5.000%, 02/01/23		1,976,834		1,666,266
				3,382,455		4,300,587
		Semiconductors — 1.9%
	1,945	Broadcom Inc., Ser. A,
		8.000%, 09/30/22		1,983,484		3,818,326
		TOTAL MANDATORY CONVERTIBLE SECURITIES		15,927,282		20,442,820
		COMMON STOCKS — 19.6%
		Agriculture — 0.6%
	11,561	Bunge Ltd.		999,865		1,281,074
		Business Services — 0.8%
	13,000	PayPal Holdings Inc.†		532,384		1,503,450
		Communications Equipment — 0.1%
	40,000	Kaleyra Inc.†		500,000		239,200
		Computer Software and Services — 2.2%
	14,300	Microsoft Corp.		388,674		4,408,833
		Consumer Products — 0.6%
	24,000	Unilever plc, ADR		1,015,518		1,093,680
		Diversified Industrial — 1.2%
	60,000	Colfax Corp.†		1,554,980		2,387,400
		Entertainment — 0.9%
	12,500	The Walt Disney Co.†		904,912		1,714,500
		Food and Beverage — 0.5%
	30,000	Conagra Brands Inc.		744,389		1,007,100
		Health Care — 3.9%
	12,960	Eli Lilly & Co.		691,431		3,711,355
	22,651	Merck & Co. Inc.		803,270		1,858,515
	40,000	Pfizer Inc.		877,602		2,070,800
				2,372,303		7,640,670
		Real Estate Investment Trusts — 5.8%
	10,000	American Tower Corp.		900,500		2,512,200
	16,100	Crown Castle International Corp.		1,205,486		2,972,060
	5,000	Equinix Inc.		1,308,171		3,708,100
	7,000	SBA Communications Corp.		710,771		2,408,700
				4,124,928		11,601,060

See accompanying notes to financial statements.

8 

Ellsworth Growth and Income Fund Ltd. 

Schedule of Investments (Continued) — March 31, 2022 (Unaudited)

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Telecommunications — 3.0%
	60,000	AT&T Inc.	$	1,649,179	$	1,417,800
	16,119	T-Mobile US Inc.†		573,400		2,068,874
	50,000	Verizon Communications Inc.		2,295,992		2,547,000
				4,518,571		6,033,674
		TOTAL COMMON STOCKS		17,656,524		38,910,641

Principal
Amount
		U.S. GOVERNMENT OBLIGATIONS — 2.7%
$	5,290,000	U.S. Treasury Bills, 0.105% to 0.397%††,
		06/09/22 to 06/16/22		5,286,230		5,285,923
TOTAL INVESTMENTS — 100.0%			$	158,049,120		198,416,619
Other Assets and Liabilities (Net)						(74,926	)
PREFERRED SHARES
(1,200,000 preferred shares outstanding)						(30,000,000	)
NET ASSETS — COMMON SHARES
(13,912,014 common shares outstanding)					$	168,341,693
NET ASSET VALUE PER COMMON SHARE
($168,341,693 ÷ 13,912,014 shares outstanding)					$	12.10

(a) Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(b) At March 31, 2022, the Fund held an investment in a restricted and illiquid security amounting to $3,328,073 or 1.68% of total investments, which was valued under methods approved by the Board of Trustees as follows:

							03/31/22
Acquisition							Carrying
Principal			Acquisition		Acquisition		Value
Amount		Issuer	Dates		Cost		Per Bond
$	1,025,000	Digitalbridge
		Operating Co. LLC,		07/17/20
		5.750%, 07/15/25		-11/11/20	$	1,291,390	$	3,246.9000

(c) Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(d) Mandatory convertible securities are required to be converted on the dates listed; they generally may be converted prior to these dates at the option of the holder.

† Non-income producing security.

†† Represents annualized yields at dates of purchase.

ADR American Depositary Receipt

See accompanying notes to financial statements.

9 

Ellsworth Growth and Income Fund Ltd.

Statement of Assets and Liabilities 

March 31, 2022 (Unaudited)

Assets:
Investments, at value (cost $158,049,120)	$	198,416,619
Dividends and interest receivable		452,873
Deferred offering expense		142,687
Prepaid expenses		3,034
Total Assets		199,015,213
Liabilities:
Payable to bank		42,200
Distributions payable		21,875
Payable for investments purchased		257,560
Payable for Fund shares repurchased		28,477
Payable for investment advisory fees		112,031
Payable for payroll expenses		33,363
Payable for accounting fees		3,750
Payable for shareholder communications		68,290
Payable for legal and audit fees		56,347
Other accrued expenses		49,627
Total Liabilities		673,520
Preferred Shares:
Series A Cumulative Preferred Shares (5.250%, $25 liquidation value, $0.01 par value, unlimited shares authorized with 1,200,000 shares issued and outstanding)		30,000,000
Net Assets Attributable to Common Shareholders	$	168,341,693
Net Assets Attributable to Common Shareholders Consist of:
Paid-in capital	$	122,381,380
Total distributable earnings		45,960,313
Net Assets	$	168,341,693
Net Asset Value per Common Share:
($168,341,693 ÷ 13,912,014 shares outstanding at $0.01 par value; unlimited number of shares authorized)	$	12.10

Statement of Operations 

For the Six Months Ended March 31, 2022 (Unaudited)

Investment Income:
Dividends	$	921,943
Interest		512,298
Total Investment Income		1,434,241
Expenses:
Investment advisory fees		702,824
Trustees’ fees		61,332
Shareholder communications expenses		45,159
Payroll expenses		35,885
Legal and audit fees		35,715
Accounting fees		22,500
Shareholder services fees		19,631
Custodian fees		9,064
Interest expense		58
Miscellaneous expenses		27,688
Total Expenses		959,856
Less:
Expenses paid indirectly by broker (See Note 5)		(1,328	)
Net Expenses		958,528
Net Investment Income		475,713
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain on investments		8,575,240
Net change in unrealized appreciation/depreciation:
on investments		(24,844,441	)
Net Realized and Unrealized Gain/(Loss) on Investments		(16,269,201	)
Net Decrease in Net Assets Resulting from Operations		(15,793,488	)
Total Distributions to Preferred Shareholders		(787,500	)
Net Decrease in Net Assets Attributable to Common Shareholders Resulting from Operations	$	(16,580,988	)

See accompanying notes to financial statements.

10 

Ellsworth Growth and Income Fund Ltd. 

Statement of Changes in Net Assets Attributable to Common Shareholders

	Six Months Ended
	March 31, 2022				Year Ended
	(Unaudited)				September 30, 2021
Operations:
Net investment income		$	475,713			$	1,552,141
Net realized gain on investments			8,575,240				19,761,237
Net change in unrealized appreciation/depreciation on investments			(24,844,441	)			17,056,476
Net Increase/(Decrease) in Net Assets Resulting from Operations			(15,793,488	)			38,369,854
Distributions to Preferred Shareholders from Accumulated Earnings			(787,500	)*			(1,575,000	)
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations			(16,580,988	)			36,794,854
Distributions to Common Shareholders from Accumulated Earnings			(16,793,987	)*			(17,677,542	)
Fund Share Transactions:
Increase in net assets from common shares issued upon reinvestment of distributions			5,154,320				4,015,628
Decrease in net assets from repurchase of common shares			(166,280	)			—
Net Increase in Net Assets from Fund Share Transactions			4,988,040				4,015,628
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders			(28,386,935	)			23,132,940
Net Assets Attributable to Common Shareholders:
Beginning of year			196,728,628				173,595,688
End of period		$	168,341,693			$	196,728,628

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

See accompanying notes to financial statements.

11 

Ellsworth Growth and Income Fund Ltd. 

Financial Highlights

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

	Six Months
	Ended March
	31, 2022			Year Ended September 30,
	(Unaudited)			2021			2020			2019			2018			2017
Operating Performance:
Net asset value, beginning of year	$	14.57		$	13.15		$	11.42		$	11.07		$	10.18		$	9.60
Net investment income		0.04			0.13			0.16			0.20			0.17			0.18
Net realized and unrealized gain/(loss) on investments		(1.18	)		2.75			2.50			0.77			1.33			0.93
Total from investment operations		(1.14	)		2.88			2.66			0.97			1.50			1.11
Distributions to Preferred Shareholders: (a)
Net investment income		(0.00	)*(b)		(0.01	)		(0.01	)		(0.03	)		(0.05	)		(0.00	)(b)
Net realized gain		(0.06	)*		(0.11	)		(0.11	)		(0.09	)		(0.07	)		(0.00	)(b)
Total distributions to preferred shareholders		(0.06	)		(0.12	)		(0.12	)		(0.12	)		(0.12	)		(0.00	)(b)
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders
Resulting from Operations		(1.20	)		2.76			2.54			0.85			1.38			1.11
Distributions to Common Shareholders:
Net investment income		(0.06	)*		(0.17	)		(0.14	)		(0.12	)		(0.19	)		(0.23	)
Net realized gain		(1.16	)*		(1.16	)		(0.67	)		(0.37	)		(0.29	)		(0.21	)
Total distributions to common shareholders		(1.22	)		(1.33	)		(0.81	)		(0.49	)		(0.48	)		(0.44	)
Fund Share Transactions:
Decrease in net asset value from common shares issued upon reinvestment of distributions		(0.05	)		(0.01	)		(0.00	)(b)		(0.01	)		(0.01	)		(0.01	)
Increase in net asset value from repurchase of common shares (includes transaction costs)		0.00	(b)		—			—			—			—			0.01
Offering costs and adjustment to offering costs for preferred shares charged to paid-in capital		—			—			—			—			(0.00	)(b)		(0.09	)
Total Fund share transactions		(0.05	)		(0.01	)		(0.00	)(b)		(0.01	)		(0.01	)		(0.09	)
Net Asset Value Attributable to Common Shareholders, End of Period	$	12.10		$	14.57		$	13.15		$	11.42		$	11.07		$	10.18
NAV total return †		(9.17	)%		21.75	%		23.56	%		7.89	%		13.85	%		10.89	%
Market value, end of period	$	10.59		$	13.36		$	11.55		$	10.49		$	10.31		$	9.26
Investment total return ††		(12.36	)%		27.12	%		18.60	%		6.98	%		17.08	%		18.89	%
Ratios to Average Net Assets and Supplemental Data:
Net assets including liquidation value of preferred shares, end of period (in 000’s)	$	198,342		$	226,729		$	203,596		$	178,692		$	173,192		$	161,015
Net assets attributable to common shares, end of period (in 000’s)	$	168,342		$	196,729		$	173,596		$	148,692		$	143,192		$	131,015
Ratio of net investment income to average net assets attributable to common shares before preferred share distributions		0.53	%(c)		0.79	%		1.36	%		1.80	%		1.64	%		1.92	%
Ratio of operating expenses to average net assets attributable to common shares (d)(e)		1.06	%(c)		1.01	%		1.23	%		1.20	%		1.18	%		1.08	%
Portfolio turnover rate		18	%		34	%		52	%		52	%		35	%		32	%

See accompanying notes to financial statements.

12 

Ellsworth Growth and Income Fund Ltd. 

Financial Highlights (Continued) 

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

	Six Months
	Ended March
	31, 2022			Year Ended September 30,
	(Unaudited)			2021			2020			2019			2018			2017
Cumulative Preferred Shares:
5.250% Series A Preferred
Liquidation value, end of period (in 000’s)	$	30,000		$	30,000		$	30,000		$	30,000		$	30,000		$	30,000
Total shares outstanding (in 000’s)		1,200			1,200			1,200			1,200			1,200			1,200
Liquidation preference per share	$	25.00		$	25.00		$	25.00		$	25.00		$	25.00		$	25.00
Average market value (f)	$	25.59		$	26.10		$	25.59		$	24.64		$	24.56		$	25.14
Asset coverage per share	$	165.28		$	188.94		$	169.66		$	148.91		$	144.33		$	134.18
Asset Coverage		661	%		756	%		679	%		596	%		577	%		537	%

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

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

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

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

(b) Amount represents less than $0.005 per share.

(c) Annualized.

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

(e) Ratio of operating expenses to average net assets including liquidation value of preferred shares for the six months ended March 31, 2022 and the years ended September 30, 2021, 2020, 2019, 2018, and 2017 would have been 0.91%, 0.88%, 1.03%, 0.99%, 0.96%, and 1.07%, respectively.

(f) Based on weekly prices.

See accompanying notes to financial statements.

13 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited)

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

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

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

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions, and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations, and its ability to achieve its investment objectives.

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

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

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and

14 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

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

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of March 31, 2022 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs (a)		Total Market Value at 03/31/22
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Convertible Corporate Bonds (b)		—	$	133,324,836		—	$	133,324,836
Convertible Preferred Stocks (b)		—		—	$	452,399		452,399
Mandatory Convertible Securities:
Financial Services	$	1,238,400		1,933,275		—		3,171,675
Other Industries (b)		17,271,145		—		—		17,271,145
Total Mandatory Convertible Securities		18,509,545		1,933,275		—		20,442,820
Common Stocks(b)		38,910,641		—		—		38,910,641
U.S. Government Obligations		—		5,285,923		—		5,285,923
TOTAL INVESTMENTS IN SECURITIES – ASSETS	$	57,420,186	$	140,544,034	$	452,399	$	198,416,619

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

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

During the six months ended March 31, 2022, the Fund did not have transfers into or out of Level 3.

15 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

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

	Balance as of 09/30/21		Accrued discounts/ (premiums)		Realized gain/ (loss)		Net Change in unrealized appreciation/ depreciation†			Purchases		Sales			Transfers Into Level 3		Transfers Out of Level 3		Balance as of 03/31/22		Net change in unrealized appreciation/ depreciation during the period on Level 3 investments still held at 03/31/22†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Convertible Preferred Stocks (a)	$	452,399		—		—		—			—		—			—		—	$	452,399		—
Warrants (a)		42,209		—	$	39,893	$	(42,209	)		—	$	(39,893	)		—		—		—		—
TOTAL INVESTMENTS IN SECURITIES	$	494,608		—	$	39,893	$	(42,209	)		—	$	(39,893	)		—		—	$	452,399		—

† Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.

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

Additional Information to Evaluate Qualitative Information.

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

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

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

16 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

Investments in Other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Shareholders in the Fund would bear the pro rata portion of the periodic expenses of the Acquired Funds in addition to the Fund’s expenses. During the six months ended March 31, 2022, the Fund did not incur periodic expenses charged by Acquired Funds.

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

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

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

Restricted Securities. The Fund may invest up to 20% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted security held as of March 31, 2022, please refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method or amortized to earliest call date, if applicable. Dividend income is recorded on the ex-dividend date, except for certain dividends from

17 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends. For certain securities known as “contingent payment debt instruments,” Federal tax regulations require the Fund to record non-cash, “contingent” interest income in addition to interest income actually received.

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

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

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

The tax character of distributions paid during the fiscal year ended September 30, 2021 was as follows:

Distributions paid from:	Common		Preferred
Ordinary income (inclusive of short term capital gains)	$	6,289,904	$	560,406
Net long term capital gains		11,387,638		1,014,594
Total distributions paid	$	17,677,542	$	1,575,000

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

18 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

The following summarizes the tax cost of investments and the related net unrealized appreciation at March 31, 2022:

	Cost	Gross Unrealized Appreciation	Gross Unrealized Depreciation	Net Unrealized Appreciation
Investments	$158,049,155	$48,381,006	$(8,013,542)	$40,367,464

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended March 31, 2022, the Fund did not incur any income tax, interest or penalties. As of March 31, 2022, the Adviser has reviewed the open tax years and concluded that there was no tax impact to the Fund’s net assets or results of operations. The Fund’s current federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

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

4.  Portfolio Securities. Purchases and sales of securities during the six months ended March 31, 2022, other than short term securities and U.S. Government obligations, aggregated $37,636,473 and $47,100,943, respectively.

5. Transactions with Affiliates and Other Arrangements. During the six months ended March 31, 2022, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $1,328.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. Under the sub-administration agreement with Bank of New York Mellon, the fees paid include the cost of calculating the Fund’s NAV. The Fund reimburses the Adviser for this service. During the six months ended March 31, 2022, the Fund accrued $22,500 in accounting fees in the Statement of Operations.

As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser). During the six months ended March 31, 2022, the Fund accrued $35,885 in payroll expenses in the Statement of Operations.

The Fund pays retainer and per meeting fees to Trustees not affiliated with the Adviser, plus specified amounts to the Lead Trustee and Audit Committee Chairman. Trustees are also reimbursed for out of pocket expenses

19 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

incurred in attending meetings. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

6.  Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.01). The Board has authorized the repurchase of its common shares on the open market when the shares are trading at a discount of 10.0% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended March 31, 2022, the Fund repurchased and retired 15,900 of its common shares at an investment of $166,280 and an average discount of approximately 11.88%, respectively, from its NAV. During the fiscal year ended September 30, 2021, the Fund did not repurchase any shares.

Transactions in shares of common shares of beneficial interest for the six months ended March 31, 2022 and the fiscal year ended September 30, 2021 were as follows:

	Six Months Ended March 31, 2022 (Unaudited)						Year Ended September 30, 2021
	Shares			Amount			Shares		Amount
Increase in net assets from common shares issued upon reinvestment of distributions		428,456		$	5,154,320			294,401	$	4,015,628
Decrease in net assets from repurchase of common shares		(15,900	)		(166,280	)		—		—
Net increase		412,556		$	4,988,040			294,401	$	4,015,628

On September 18, 2017, the Fund issued 1,200,000 shares of Series A Preferred, receiving $28,855,381, after the deduction of offering expenses of $199,619 and underwriting fees of $945,000. The liquidation value of the Series A Preferred is $25 per share. The Series A Preferred has an annual dividend rate of 5.250%. The Series A Preferred is noncallable before September 18, 2022. At March 31, 2022, 1,200,000 shares of Series A Preferred were outstanding and accrued dividends amounted to $21,875. The Board has authorized the repurchase of the Series A Preferred in the open market at prices less than the $25 liquidation value per share.

The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of Series A Preferred, par value $0.01. The Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A Preferred are cumulative. The Fund is required by the 1940 Act and by the Fund’s Statement of Preferences to meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Preferred Shares at the redemption price of $25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

The holders of Preferred Shares generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common shares as a single class. The

20 

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

holders of Series A Preferred voting together as a single class also have the right currently to elect two Trustees and, under certain circumstances, are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the preferred shares, voting as a single class, will be required to approve any plan of reorganization adversely affecting the preferred shares, and the approval of two-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding preferred shares and a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment policies.

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

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

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

Shareholder Meeting – May 9, 2022 – Final Results

The Fund’s Annual Meeting of Shareholders was held virtually on May 9, 2022. At that meeting common and preferred shareholders, voting together as a single class, re-elected James A. Dinsmore, Elizabeth C. Bogan, and Anthonie C. van Ekris as Trustees of the Fund, with 11,264,462 votes, 10,966,927 votes, and 11,237,486 votes cast in favor of these Trustees, and 407,599 votes, 705,134 votes, and 434,576 votes withheld for these Trustees, respectively.

Mario J. Gabelli, Kinchen C. Bizzell, James P. Conn, Frank J. Fahrenkopf, Jr., Daniel D. Harding, Michael J. Melarkey, Kuni Nakamura, and Nicolas W. Platt continue to serve in their capacities as Trustees of the Fund.

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

21 

ELLSWORTH GROWTH AND INCOME FUND LTD.

AND YOUR PERSONAL PRIVACY

Who are we?

The Ellsworth Growth and Income Fund Ltd.is a closed-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, which is affiliated with GAMCO Investors, Inc., a publicly held company that has subsidiaries that provide investment advisory services for a variety of clients.

What kind of non-public information do we collect about you if you become a fund shareholder?

When you purchase shares of the Fund on the NYSE American, you have the option of registering directly with our transfer agent in order, for example, to participate in our dividend reinvestment plan.

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

● Information about your transactions with us. This would include information about the shares that you buy or sell; it may also include information about whether you sell or exercise rights that we have issued from time to time. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www. sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

Ellsworth Growth and Income Fund Ltd.

 One Corporate Center

Rye, NY 10580-1422

(Y)our Portfolio Management Team Biographies

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

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

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

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

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

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

ELLSWORTH GROWTH AND INCOME FUND LTD.

One Corporate Center

Rye, New York 10580-1422

t 800-GABELLI (800-422-3554)

f 914-921-5118

e info@gabelli.com
GABELLI.COM

TRUSTEES Mario J. Gabelli, CFA
Chairman and
Chief Executive Officer,
GAMCO Investors, Inc.
Executive Chairman,
Associated Capital Group Inc. Kinchen C. Bizzell
Former Managing Director,
CAVU Securities Elizabeth C. Bogan
Senior Lecturer in Economics
at Princeton University James P. Conn
Former Managing Director &
Chief Investment Officer,
Financial Security Assurance
Holdings Ltd. James A. Dinsmore, CFA
Portfolio Manager
Gabelli Funds, LLC
Frank J. Fahrenkopf, Jr.
Former President & Chief
Executive Officer,
American Gaming Association Daniel D. Harding
Managing General Partner,
Global Equity Income Fund Michael J. Melarkey
Of Counsel,
McDonald Carano Wilson LLP Kuni Nakamura
President,
Advanced Polymer, Inc. Nicolas W. Platt
Former Managing Director,
FTI Consulting Inc. Anthonie C. van Ekris
Chairman,
BALMAC International, Inc. OFFICERS James A. Dinsmore, CFA
President John C. Ball
Treasurer Peter Goldstein
Secretary & Vice President Richard J. Walz
Chief Compliance Officer Daniel Plourde
Vice President Laurissa M. Martire
Vice President & Ombudsman Bethany A. Uhlein
Vice President & Ombudsman INVESTMENT ADVISER Gabelli Funds, LLC CUSTODIAN State Street Bank and Trust  Company COUNSEL Skadden, Arps, Slate, Meagher &
Flom LLP TRANSFER AGENT AND
REGISTRAR American Stock Transfer & Trust
Company, LLC

ECF Q1/2022

 

(b) Not applicable.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

Not applicable.

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

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

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

REGISTRANT PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 10/01/2021 through 10/31/2021	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,499,458 Preferred Series A – 1,200,000
Month #2 11/01/2021 through 11/30/2021	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,499,458 Preferred Series A – 1,200,000
Month #3 12/01/2021 through 12/31/2021	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,927,914 Preferred Series A – 1,200,000
Month #4 01/01/2022 through 01/31/2022	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,927,914 Preferred Series A – 1,200,000
Month #5 02/01/2022 through 02/28/2022	Common – 2,600 Preferred Series A – N/A	Common – $10.73 Preferred Series A – N/A	Common – 2,600 Preferred Series A – N/A	Common – 13,927,914 - 2,600 = 13,925,314 Preferred Series A – 1,200,000
Month #6 03/01/2022 through 03/31/2022	Common – 13,300 Preferred Series A – N/A	Common – $10.40 Preferred Series A – N/A	Common – 13,300 Preferred Series A – N/A	Common – 13,925,314 - 13,300 = 13,912,014 Preferred Series A – 1,200,000
Total	Common – 15,900 Preferred Series A – N/A	Common – $10.47 Preferred Series A – N/A	Common – 15,900 Preferred Series A – N/A

Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:

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

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

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

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

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

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

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

Item 11. Controls and Procedures.

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

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

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

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

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

(a)(2)(1) Not applicable.

(a)(2)(2) Not applicable.

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

SIGNATURES

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

(Registrant) Ellsworth Growth and Income Fund Ltd.

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

Date June 3, 2022

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

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

Date June 3, 2022

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

Date June 3, 2022

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