United States

Securities and Exchange Commission

Washington, D.C. 20549

Form N-CSR/A

Certified Shareholder Report of Registered Management

Investment Companies

Investment Company Act file number: 811-05807

Eagle Capital Growth Fund, Inc.

(Exact name of registrant as specified in charter)

225 East Mason Street, Suite 802, Milwaukee, WI 53202

(Address of principal executive offices) (zip code)

Luke E. Sims, President and Chief Executive Officer

Eagle Capital Growth Fund, Inc.

225 East Mason Street, Suite 802,

Milwaukee, WI 53202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (414) 765-1107

Date of fiscal year end: December 31

Date of reporting period: December 31, 2019

Changes Reflected in the Amended N-CSR

The format of the investment performance on Financial Highlights has been changed to show the performance to two decimal places.

The Fund’s 2019 audit opinion letter has been updated to reflect procedures that were performed during the audit related to the confirmation of securities at the balance sheet date. The 2017 and 2018 letters have been similarly updated to reflect procedures that were performed during the audits and are attached at the end of this document.

The Fund has included Section 13 in the N-CSR; in that Section, the Fund represents that it does not engage in any securities lending activities.

The signature pages are included at the end of the N-CSR.

The Fund’s N-CEN, filed March 5, 2020, omitted the Fund’s LEI. It is 549300W62OY01Q0RFS14.

ITEM 1.

REPORT TO STOCKHOLDERS

Eagle Capital Growth Fund, Inc.

Annual Report

December 31, 2019

Top Ten Holdings (as of December 31, 2019)

Company	Market Value		Percentage of Equity Portfolio

Berkshire Hathaway Inc. B	$	6,115,500		16.3	%

Diamond Hill Investment Group	$	2,628,147		7.0	%

Franklin Resources, Inc.	$	1,779,630		4.7	%

Paychex, Inc.	$	1,701,200		4.5	%

T. Rowe Price Group Inc.	$	1,681,392		4.5	%

Colgate-Palmolive Co.	$	1,652,160		4.4	%

Illinois Tool Works Inc.	$	1,616,670		4.3	%

eBay Inc.	$	1,549,119		4.1	%

Markel Corp.	$	1,486,121		4.0	%

Waters Corp.	$	1,401,900		3.7	%

Fellow Shareholders,

The most recent calendar year provided terrific returns, although the primary driver was an increase in price/earnings multiples (rather than increases in earnings). For 2019 our Fund was up 21.4%, which lagged the S&P 500 (total return) index which notched a 31.5% return. This is not unusual---our Fund will lag in strong up markets, but should perform relatively better in flat to declining markets. Our focus is on preservation of capital, while enjoying acceptable returns.

“Path to profitability” is the meme of the day. Uber, Lyft, WeWork, among others, have now gotten religion. Investors are no longer willing to give companies unlimited funds to continue to grow the top line, all at the expense of the bottom line. A number of these companies are aiming to get to profitability by the end of 2021, assuming that everything goes as planned.

We don’t believe in a “path to profitability”; we believe in a “history of profitability”. Putting aside some non-cash write-offs of goodwill, we can’t remember a single one of our portfolio companies losing money on a cash basis in a single quarter. We’re simply not interested in unprofitable companies. (Obviously, there are a few companies that are extremely seasonal, such as Intuit (TurboTax software) and H. & R. Block (tax preparation), and they have to be analyzed very differently.)

We were recently researching a company until it showed a significant quarterly loss. That was the death knell of the research, at least for the time being. Companies that can’t produce significant cash earnings on a regular and consistent basis are dangerous for investors; usually this reflects that either the company has a management problem or doesn’t enjoy much of an “economic moat”.

Paying a high price today for anticipated or expected earnings in the distant future is a fool’s game. Sometimes it works out, but all too often the rosy projections don’t materialize for one reason or another. This was the fate of the 3-dimensional printing (3D printing) companies that rose to prominence in 2013 and 2014 amid high hopes for a transformative industry.

Three-dimensional printing, also known as additive manufacturing, has wonderful technology, and is producing innovative products for medical, design, manufacturing and other purposes. We have nothing but good things to say about the technology and its applications; our problem is with the valuations of companies providing the technology.

In the April 2014 Better Investing magazine, I wrote a Letter to the Editor about the euphoria surrounding 3D Systems (NYSE: DDD), one of the major publicly-traded 3-D printing companies, and questioned whether DDD would produce enough earnings in the future to justify the then-high price-earnings multiples. As this letter noted,

“At a current price of $78 a share, DDD is trading at approximately 81x 2013 earnings per share and 61x analysts’ estimates of 2014 earnings per share. Yes, the implied growth in per-share earnings is approximately 32 percent. If (and that is a big ‘if’) DDD can continue to provide earnings growth at this rate, then perhaps it can justify these nosebleed levels.”

What happened to DDD over the next five years? Set forth below is a brief summary of DDD’s actual performance over the following 5-year period. Note that the 2015 results include a $537 Million charge for goodwill impairment.

In millions of US dollars, rounded:

	2014		2015			2016			2017			2018
Revenues:	$	654	$	666		$	633		$	646		$	688
Gross margin:		317		292			310			305			325
Net profit (loss)		12		( 664	)		( 39	)		( 65	)		( 45	)

As of the close of business on January 10, 2020, DDD was trading at $9.99 a share, down from the $80’s at the time of the letter, and is currently losing money (so no price/earnings multiple makes sense). Clearly the market’s assessment in early 2014 for DDD was far off. This is why we invest on the basis of historic earnings (and reasonable extrapolation going forward), rather than forecasts and hopes for the future.

While we pride ourselves on being long-term “buy and hold” investors, we don’t believe that investors can ignore changing realities. Our Fund owns sizable stakes in AutoZone (AZO) and O’Reilly Automotive (ORLY), but we continue to ruminate about how both of these companies will fare in a substantially all-electric vehicle world. Obviously, this is not an immediate concern, but the implications for AZO and ORLY are unclear. Electric vehicles have fewer parts, and less wear. Further, a number of companies, Uber, Lyft and others, are seeking to establish taxi fleets, providing car services for rent. Should those fleets be built, much of the maintenance and upkeep for these vehicles could well be handled at a centralized facility, thus displacing dealerships and repair shops. We intend to keep a watchful eye on these developments.

As always, we love hearing from our Fund shareholders. As we constantly remind you, we won’t comment on any Fund portfolio purchase or sale that hasn’t been publicly reported, or that is contemplated. With that one caveat, all other topics are fair game.

	Luke E. Sims	David C. Sims, CFA
	Email: luke@simscapital.com	Email: dave@simscapital.com
	Phone: 414/530-5680	Phone: 414/765-1107

January 28, 2020

Eagle Capital Growth Fund, Inc.

Statement of Assets, Liabilities and Shareholders’ Equity

As of December 31, 2019

Assets

Common stock--at market value (cost $19,183,580)	$	32,191,728
Money market funds		5,320,759
Short-term interest receivable		7,477
Dividends receivable		50,420
Prepaid fees		13,999
			$	37,584,383
Liabilities

Accounts payable	$	5,847
Investment advisor fee payable		24,765
Accrued expenses		23,500
			$	54,112

Total net assets			$	37,530,271

Shareholders’ Equity

Common stock- $0.001 par value per share; authorized
50,000,000 shares, outstanding 4,074,321 shares	$	4,074
Paid-in capital		24,447,764
Undistributed net investment income		70,285
Unrealized appreciation on investments		13,008,148

Shareholders’ equity			$	37,530,271

Net asset value per share			$	9.21

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Statement of Operations

For the Year Ended December 31, 2019

Investment Income

Dividends	$	726,380
Interest		71,725
Total investment income			$	798,105

Expenses

Advisory fees	$	268,411
Legal fees		3,477
Insurance		13,094
Transfer agent		45,199
Audit fees		23,500
Directors’ fees and expenses		70,500
Custodian fees		6,799
Listing fee		15,000
Other fees and expenses		13,561
Total expenses			$	459,541

Net investment income					$	338,564

Realized Gain and Unrealized Appreciation on Investments

Realized gain on investments:
Proceeds from sale of investment securities	$	12,649,051
Less: cost of investment securities sold		10,757,341
Net realized gain on investments			$	1,891,710

Unrealized appreciation on investments:
Unrealized appreciation at end of period	$	13,008,148
Less: unrealized appreciation at beginning of period		8,616,600
Net change in unrealized appreciation on investments			$	4,391,548
Net realized gain and unrealized appreciation on investments					$	6,283,258

Net increase from operations					$	6,621,822

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Statements of Changes in Net Assets

	Year Ended December 31, 2018			Year Ended December 31, 2019

From Operations:

Net investment income	$	366,198		$	338,564
Net realized gain on investments		1,632,696			1,891,710
Net change in unrealized appreciation on investments		(3,588,439	)		4,391,548

Net increase (decrease) from operations	$	(1,589,545	)	$	6,621,822

Distributions to Shareholders from:

Net investment income		(343,086	)		(288,206	)
Net realized gain from investment transactions		(1,632,696	)		(1,891,710	)

Total distributions	$	(1,975,782	)	$	(2,179,916	)

From Capital Stock Transactions:

Reinvested capital from distribution of shares	$	1,213,044		$	1,376,635

Total Net Assets:

Beginning of year	$	34,064,014		$	31,711,730
End of period (including undistributed net investment income of $19,927 and $70,285)	$	31,711,730		$	37,530,271

Shares:

Shares at beginning of year		3,727,891			3,892,707
Shares issued to shareholders from the distribution		164,816			181,614

Shares at end of period		3,892,707			4,074,321

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Financial Highlights

For the periods ended December 31:	2015			2016			2017			2018			2019

Net asset value at beginning of year	$	9.00		$	8.52		$	8.26		$	9.14		$	8.15

Net investment income	$	0.04		$	0.01		$	-		$	0.10		$	0.09
Net realized gain and unrealized appreciation (loss) on investments	$	0.04		$	0.99		$	1.44		$	(0.52	)	$	1.61

Total from investment operations	$	0.08		$	1.00		$	1.44		$	(0.42	)	$	1.70

Distribution from:
Net investment income	$	(0.05	)	$	(0.01	)	$	-		$	(0.09	)	$	(0.07	)
Realized gains	$	(0.45	)	$	(1.18	)	$	(0.51	)	$	(0.44	)	$	(0.49	)
Total distributions	$	(0.50	)	$	(1.19	)	$	(0.51	)	$	(0.53	)	$	(0.56	)
Dilution from share issuance	$	(0.06	)	$	(0.07	)	$	(0.05	)	$	(0.04	)	$	(0.08	)

Net asset value at end of period	$	8.52		$	8.26		$	9.14		$	8.15		$	9.21

Per share market price, end of period (A)	$	7.59		$	7.35		$	7.94		$	7.30		$	8.02

Total Investment Return:
Average annual return, based on market value:
1 Year		(6.65	%)		12.06	%		15.02	%		(1.44	%)		18.13	%
5 Year		11.67	%		9.89	%		11.58	%		5.62	%		6.97	%
10 Year		6.30	%		7.08	%		7.39	%		11.84	%		10.88	%
From inception		8.55	%		8.68	%		8.91	%		8.52	%		8.84	%

Average annual return, based on net asset value:
1 Year		1.30	%		12.19	%		17.82	%		(4.41	%)		21.35	%
5 Year		10.56	%		12.11	%		13.19	%		6.70	%		9.20	%
10 Year		6.50	%		6.44	%		8.45	%		11.55	%		11.29	%
From inception		9.06	%		9.18	%		9.49	%		8.96	%		9.37	%

Net assets, end of year (000s omitted)	$	27,788		$	29,641		$	34,064		$	31,712		$	37,530

Ratios to average net assets (B):
Expenses to average net assets		1.43	%		1.41	%		1.36	%		1.34	%		1.29	%
Net investment income to average net assets		0.42	%		0.17	%		0.00	%		1.10	%		0.95	%

Portfolio turnover		26	%		59	%		50	%		42	%		26	%
Average commission paid per share	$	0.01		$	0.01		$	0.04		$	0.05		$	0.05

(A) If there was no sale on the valuation date, the bid price for each such date is shown.

(B) Expense ratio does not reflect fees and expenses incurred by the Fund as a result of its investments in shares of investment companies. If fees for Fund investments in investment companies were included in the expense ratio, the net impact would be an increase of approximately 0.21% for the year ended December 31, 2016. For the years ended December 31, 2015, 2017, 2018, and 2019 there would have been no increase in the expense ratio.

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Portfolio of Investments (as of December 31, 2019)

Common Stock (85.8% of total investments)					LEVEL ONE
Industry	Shares		Cost		Market Value		% of Total Investments
Automotive
General Motors Company		10,000	$	368,800	$	366,000
					$	366,000		1.0	%
Brokerage
Charles Schwab Corp.		10,000		435,800	$	475,600
					$	475,600		1.3	%
Consumer
Colgate-Palmolive Co.		24,000		810,965	$	1,652,160
Kimberly-Clark Corp.		3,500		352,236		481,425
Procter & Gamble Company		2,000		145,879		249,800
					$	2,383,385		6.4	%
Data Processing
Automatic Data Processing, Inc.		6,000		169,333	$	1,023,000
Paychex, Inc.		20,000		628,288		1,701,200
					$	2,724,200		7.3	%
Drug/Medical Device
Johnson & Johnson		4,000		45,500	$	583,480
Stryker Corp.		6,400		27,100		1,343,616
					$	1,927,096		5.1	%
Food
Kraft Heinz Company		29,000		772,000	$	931,770
PepsiCo, Inc.		10,000		168,296		1,366,700
					$	2,298,470		6.1	%
Industrial
Illinois Tool Works Inc.		9,000		379,352	$	1,616,670
Waters Corp.*		6,000		302,341		1,401,900
					$	3,018,570		8.0	%
Insurance
Berkshire Hathaway Inc. B*		27,000		4,422,265	$	6,115,500
Markel Corp.*		1,300		831,360		1,486,121
					$	7,601,621		20.3	%
Mutual Fund Managers
Diamond Hill Investment Group		18,711		3,067,845	$	2,628,147
Franklin Resources, Inc.		68,500		2,097,546		1,779,630
T. Rowe Price Group Inc.		13,800		960,374		1,681,392
					$	6,089,169		16.2	%
Restaurant
Starbucks Corp.		15,000		735,540	$	1,318,800
					$	1,318,800		3.5	%
Retail
AutoZone Inc.*		750		398,783	$	893,483
eBay Inc.		42,900		1,072,754		1,549,119
O’Reilly Automotive Inc.*		2,000		407,379		876,520
					$	3,319,122		8.8	%
Software
Alphabet, Inc. A*		500		583,844	$	669,695
					$	669,695		1.8	%

Total common stock investments					$	32,191,728

Money Market Funds (14.2% of total investments)	LEVEL ONE
	Market Value			% of Total Investments
Morgan Stanley Inst. Liquidity Fund, Treasury, 1.51%	$	5,320,759
	$	5,320,759			14.2	%

Total investments	$	37,512,487
All other assets		71,896
Accrued investment advisory fees		(24,765	)
All other liabilities		(29,347	)
Total net assets	$	37,530,271

*Non-dividend paying security

See Notes to Financial Statements.

Notes to Financial Statements

(1)

Organization.

Eagle Capital Growth Fund, Inc., a Maryland corporation (“Fund”), is a diversified closed-end investment company subject to the Investment Company Act of 1940.

(2)

Significant Accounting Policies.

Dividends and distributions—Dividends and distributions paid to the Fund from portfolio investments are recorded on the ex-dividend date.

Investments— Investments in equity securities are valued at the closing market price as of the close of regular trading on the applicable valuation date. If no such closing market price is available on the valuation date, the Fund uses the then most recent closing market price.

In the unlikely event that there is no current or recent closing market price for a portfolio security (whether equity or debt) traded in the over-the-counter market, then the Fund uses the most recent closing bid price. If there is no closing bid price for a portfolio security for a period of ten (10) consecutive trading days, then the Fund’s Audit Committee or other appropriate committee shall determine the value of such illiquid security. From inception to December 31, 2019, the Fund has not held a security which required an illiquid pricing valuation.

Investment security purchases and sales are accounted for on a trade date basis. Interest income is accrued on a daily basis while dividends are included in income on the ex-dividend date.

Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Federal income taxes—The Fund intends to comply with the general qualification requirements of the Internal Revenue Code applicable to regulated investment companies such as the Fund. The Fund plans to distribute annually at least 90% of its taxable income, including net long-term capital gains, to its shareholders. In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year an amount equal to at least 98% of its net investment income and 98% of its net realized capital gains (including undistributed amounts from previous years).

The following information is based upon the Federal income tax basis of equity portfolio investments as of December 31, 2019:

Gross unrealized appreciation	$	13,793,231
Gross unrealized depreciation		(785,083	)
Net unrealized appreciation	$	13,008,148

Federal income tax basis	$	19,183,580

Expenses—The Fund’s service providers bear all of their expenses in connection with the performance of their services. The Fund bears all of its expenses incurred in connection with its operations including, but not limited to, investment advisory fees (as discussed in Note 3), legal and audit fees, taxes, insurance, shareholder reporting and other related costs. As noted in Note 3, the Fund’s investment advisor, as part of its responsibilities under the Investment Advisory Agreement, is required to provide certain internal administrative services to the Fund at such investment advisor’s expense. The Investment Advisory Agreement provides that the Fund may not incur annual aggregate expenses in excess of two percent (2%) of the first $10 million of the Fund’s average net assets, one and a half percent (1.5%) of the next $20 million of the average net assets, and one percent (1%) of the remaining average net assets for any fiscal year. Any excess expenses are the responsibility of the investment advisor.

Fair Value Accounting—Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. All of the Fund’s investments are classified as Level 1.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset.

The Fund’s financial statements, other than investments, consist of receivables and payables due in the near term. Fair value of those instruments approximates historical cost.

(3)

Certain Service Providers Arrangements

Investment advisor—For its services under the Investment Advisory agreement, the investment advisor receives a monthly fee calculated at an annual rate of three-quarters of one percent (0.75%) of the weekly net asset value of the Fund, as long as the weekly net asset value is at least $3.8 million. The investment advisor is not entitled to any compensation for any week in which the average weekly net asset value falls below $3.8 million. Pursuant to the Investment Advisory Agreement, the investment advisor is required to provide certain internal administrative services to the Fund at the investment advisor’s expense.

Effective June 1, 2007, following shareholder approval of the Investment Advisory Agreement, Sims Capital Management LLC (“SCM”) began serving as the Fund’s investment advisor. Pursuant to the Investment Advisory Agreement, SCM is responsible for the management of the Fund’s portfolio, subject to oversight by the Fund’s Board of Directors. Luke E. Sims, a Director, President and Chief Executive Officer of the Fund and owner of more than five percent of the Fund’s outstanding shares, owns 50% of SCM. David C. Sims, the Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer, and Director of the Fund and the son of Luke E. Sims, owns the remaining 50% of SCM.

Custodian—US Bancorp serves as the Fund’s custodian pursuant to a custodian agreement. As the Fund’s custodian, US Bancorp receives fees and compensation of expenses for services provided including, but not limited to, an annual account charge and security transaction fees.

Transfer Agent— American Stock Transfer & Trust Company (“AST”) serves as the Fund’s transfer agent and dividend disbursing agent. AST receives fees for services provided including, but not limited to, account maintenance fees, activity and transaction processing fees and reimbursement for its out-of-pocket expenses. AST also acts as the agent under the Fund’s Dividend Reinvestment and Cash Purchase Plan (“DRIP”).

(4)

Dividend Reinvestment and Cash Purchase Plan.

The Fund has a Dividend Reinvestment and Cash Purchase Plan which allows shareholders to reinvest cash dividends and make cash contributions. Pursuant to the terms of the DRIP, cash dividends may be used by the DRIP agent to either purchase shares from the Fund or in the open market, depending on the most favorable pricing available to DRIP participants. Voluntary cash contributions from DRIP participants are used to purchase Fund shares in the open market. A complete copy of the DRIP is available on the Fund’s website (www.eaglecapitalgrowthfund.com) or from AST, the DRIP agent.

(5)

Distributions to Shareholders

Distributions to shareholders from the Fund’s net investment income and realized net long- and short-term capital gains will be declared and distributed at least annually. The amount and timing of distributions are determined in accordance with federal income tax regulations.

On November 7, 2019, a distribution of $0.56 per share aggregating $2,179,916 was declared from net investment income and long-term capital gains. The dividend was paid on December 26, 2019, to shareholders of record on November 22, 2019. The tax character of distributions paid during 2018 and 2019 was as follows:

	2018		2019
Distributions paid from:
Net investment income:	$	343,086	$	288,206
Long-term capital gains:		1,632,696		1,891,710

In 2018, the distribution was paid in shares of the Fund, with the option for shareholders to elect to receive cash. As a result of the distribution, 164,816 shares were issued to shareholders and $762,738 in cash was paid to shareholders. The Fund issued shares at $7.36 per share. The 2018 issuance price was determined as the arithmetic average of the closing market price on December 10^th, 11^th, 12^th, and 13^th, as detailed in the Notice to Shareholders.

In 2019, the distribution was paid in shares of the Fund, with the option for shareholders to elect to receive cash. As a result of the distribution, 181,614 shares were issued to shareholders and $803,282 in cash was paid to shareholders. The Fund issued shares at $7.58 per share. The 2019 issuance price was determined as the arithmetic average of the closing market price on December 9^th, 10^th, 11^th, and 12^th, as detailed in the Notice to Shareholders.

As of December 31, 2019, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income:		$	70,285
Net unrealized appreciation:		$	13,008,148

(6)

Fund Investment Transactions

Purchases and sales of securities, other than short-term securities, for the twelve-month period ended December 31, 2019, were $9,162,239 and $12,649,051, respectively.

(7)

Financial Highlights.

The Financial Highlights present a per share analysis of how the Fund’s net asset value has changed during the periods presented. Additional quantitative measures expressed in ratio form analyze important relationships between certain items presented in the financial statements. The total investment return based on market value assumes that shareholders bought into the Fund at the bid price and sold out of the Fund at the bid price. In reality, shareholders buy into the Fund at the asked price and sell out of the Fund at the bid price. Therefore, actual returns may differ from the amounts shown.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Eagle Capital Growth Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets, liabilities, and shareholders’ equity and the portfolio of investments of Eagle Capital Growth Fund, Inc. (the “Company”) as of December 31, 2019 and the related statement of operations, and the related notes to the financial statements for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations for the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 confirmation of securities owned as of December 31, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

We have served as the Fund’s auditor since 2002.

Auburn Hills, Michigan

February 21, 2020

Directors Who Are Interested Persons of the Fund and Officers

Name, Address and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years (in addition to positions held in the Fund)	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Directorships Held by Director or Nominee for Director (Public Companies)
David C. Sims*, age 38	CFO, CCO, Treasurer, Secretary and Director	Term of office expires 2021 (Class II). Served as a director since 2015.	President of Sims Capital Management LLC (investment advisor to the Fund); Manager of Peregrine Investment Fund LLC (private investment fund); and roles with the Fund as previously identified.	One	None
Luke E. Sims**, age 70	President, CEO and Director	Term of office expires 2022 (Class III). Served as a director since 2002.	President and Chief Executive Officer of the Fund; Chairman of Sims Capital Management LLC (the Advisor to the Fund); and Retired Partner of Foley & Lardner LLP (national law firm) where he was affiliated from 1976 through 2010.	One	None

*The address of Mr. David Sims is the address of the principal executive office of the Fund. David C. Sims is an Interested Person within the meaning of Section 2(a) (19) of the Investment Company Act of 1940 because he is the Chief Financial Officer, Chief Compliance Officer, Treasurer, and Secretary of the Fund, and he is affiliated with the Fund’s investment advisor, Sims Capital Management LLC (the “Advisor” or “SCM”). David C. Sims is the son of Luke E. Sims, the President, Chief Executive Officer, and a Director of the Fund.

**The address of Mr. Luke Sims is the address of the principal executive office of the Fund. Luke E. Sims is an Interested Person within the meaning of Section 2(a) (19) of the Investment Company Act of 1940 because he is the President and Chief Executive Officer of the Fund, beneficially owns in excess of five percent (5%) of the Fund’s outstanding shares of common stock, and he is affiliated with the Fund’s investment advisor, Sims Capital Management LLC (the “Advisor” or “SCM”). Luke E. Sims is the father of David C. Sims, the Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer, and a Director of the Fund.

Directors Who Are Not Interested Persons

Name, Address and Age*	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Directorships Held by Director or Nominee for Director (Public Companies)
Robert M. Bilkie, Jr., age 59	Chairman; Director	Term of office expires 2020 (Class I); nominee for director. Served as a director since 2006.	President and Chief Executive Officer of Sigma Investment Counselors, Inc. (a registered investment advisor) since 1987; member of the NAIC/Better Investing Securities Review Committee and of the NAIC/Better Investing Editorial Advisory Committee (non-remunerative).	One	None
Phillip J. Hanrahan, age 80	Director	Term of office expires 2020 (Class I); nominee for director. Served as a director since 2008.	Retired partner of Foley & Lardner LLP (law firm) since February 2007 and, prior thereto, active partner of that firm since 1973.	One	None
Carl A. Holth, age 87	Director	Term of office expires 2021 (Class II). Served as a director since 1989.	Retired.	One	None
Peggy L. Schmeltz, age 92	Director	Term of office expires 2021 (Class II). Served as a director since 1989.	Retired; Former Trustee of NAIC.	One	None
Donald G. Tyler, age 67	Director	Term of office expires 2022 (Class III). Served as a director since 2010.	Retired. Director of Administrative Services, County of Milwaukee, 2012 to 2014. Retired Interim President & Executive Director, Milwaukee Symphony Orchestra 2010; Vice President of Investment Products and Services, Northwestern Mutual, 2003-2010.	One	None
Neal F. Zalenko, age 74	Director	Term of office expires 2022 (Class III). Served as a director since 2008.	Retired; Founder and Managing partner of Zalenko & Associates, P.C. (accounting firm), that merged with Baker Tilly in early 2005.	One	None

*The address of each is the address of the principal executive office of the Fund.

Compensation.

The following tables identify the aggregate compensation paid to all directors and nominees in 2019. Directors’ fees are only payable to directors who are not officers of the Fund or affiliated with the Advisor. For 2019, Fund directors who are entitled to receive directors’ fees received an annual retainer of $11,000, paid quarterly, together with $1,000, paid quarterly, for service on the Audit Committee. The Audit Committee Chairman received an additional $500 annual retainer, paid quarterly. The fees will be unchanged for 2020.

Luke E. Sims and David C. Sims, who are deemed to be Interested Persons of the Fund, are not entitled to receive directors’ fees from the Fund.

No Fund officer receives compensation in his capacity as an officer of the Fund. Fund officers are: Luke E. Sims, President and Chief Executive Officer; and David C. Sims, Chief Financial Officer, Chief Compliance Officer, Treasurer, Secretary and Director. Robert M. Bilkie, Jr. is the Fund’s Chairman, which is not an executive officer position.

Sims Capital Management LLC (“SCM”), the investment advisor for the Fund, was paid $268,411 by the Fund in 2019. SCM is 50% owned by Luke E. Sims, the President, CEO and a Director of the Fund, as well as an owner of more than five percent of the Fund’s outstanding shares. David C. Sims, the Fund’s Chief Financial Officer, Chief Compliance Officer, Treasurer, Secretary and Director, owns the remaining 50% of SCM.

Directors who are Interested Persons of the Fund:

Name, Position	Aggregate Compensation From Fund	Pension or Retirement Benefits Accrued as part of Fund Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Fund and Complex paid to Directors

David C. Sims,
Director, CFO, CCO,
Treasurer, Secretary	None	None	None	None

Luke E. Sims,
Director, President,
CEO	None	None	None	None

Directors who are not Interested Persons of the Fund:

Name, Position	Aggregate Compensation From Fund		Pension or Retirement Benefits Accrued as part of Fund Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Fund and Complex paid to Directors
Robert M. Bilkie, Jr.,
Director	$	11,000	None	None	$	11,000

Phillip J. Hanrahan,
Director	$	12,000	None	None	$	12,000

Carl A. Holth,
Director	$	12,000	None	None	$	12,000

Peggy L. Schmeltz,
Director	$	11,000	None	None	$	11,000

Donald G. Tyler,
Director	$	12,000	None	None	$	12,000

Neal F. Zalenko,
Director	$	12,500	None	None	$	12,500

Board of Directors

Robert M. Bilkie, Jr. Chairman of the Board Northville, MI	Carl A. Holth Director Dearborn, MI	Phillip J. Hanrahan Director Whitefish Bay, WI

Peggy L. Schmeltz Director Bowling Green, OH	Luke E. Sims Milwaukee, WI President & CEO	David C. Sims CFO, CCO, Treasurer, Secretary & Director Milwaukee, WI

Donald G. Tyler Director Shorewood, WI	Neal F. Zalenko Director Birmingham, MI

EAGLE CAPITAL GROWTH FUND, INC. (“Fund”)

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (“Plan”)

ADVANTAGE OF THE PLAN

Participants in the Plan have the ability to have cash dividends from the Fund reinvested in additional Fund shares. Participants may also make cash contributions to the Plan to acquire additional Fund shares.

JOINING THE PLAN

You can enroll in the Plan by going to www.amstock.com or calling American Stock Transfer & Trust Company (the “Plan Agent”) at 877-739-9994. Plan information is also available at the Fund’s website at www.eaglecapitalgrowthfund.com/drip.html.

COSTS OF PARTICIPATION IN THE PLAN

You are not charged any fee or expense for enrolling in the Plan. Shareholders depositing certificated shares are charged a fee of $7.50. Sales of shares incur a sales commission of $15.00, plus $0.10 per share. In the event a shareholder sends in a check to buy more shares and the check is returned, a $35.00 charge will apply. Fees may change from time to time; please contact AST for information about current fees.

REINVESTMENT OF FUND DISTRIBUTIONS

If the Fund pays a distribution in Fund shares, Participants’ accounts under the Plan will be credited with newly-issued Fund shares at the distribution price, which is the price described in the distribution notice to shareholders. These shares will be held by the Plan Agent pursuant to the Plan.

The Fund may pay distributions in cash. In the event that the Fund makes a cash distribution, the Plan will first seek to buy shares on the open market up to and including the most recent net asset value (“NAV”) of each Fund share. The NAV of each Fund share shall be calculated within forty-eight hours of the distribution, excluding Sundays and holidays. Should the market price rise to or above the calculated NAV per share, the Fund may issue new shares to the Plan at the greater of NAV per share or 95% of the market price. For purposes of the Plan, the market price is the most recently traded price of a Fund share on the NYSE American Exchange. The reinvestment of cash distributions will occur as soon as practicable, and in no case later than 30 days after the Plan Agent’s receipt of the cash distributions, except where necessary to comply with federal securities laws.

In the event that the open market purchases take more than one day, the Fund will recalculate the NAV on a daily basis. Such recalculated NAV will be used to determine whether the market price per share has risen to or above the calculated NAV per share. If the Plan Agent terminates open market purchases based on the recalculated NAV and the Fund issues new shares to the Plan at the greater of NAV per share or 95% of the market price, the number of shares received by the participant in respect of the cash dividend or distribution will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues remaining shares.

VOLUNTARY CASH PAYMENTS

Plan participants may make voluntary cash payments of not less than $50 per month (but in any event not more than $250,000 in any year) for the purpose of acquiring additional Fund shares.

Voluntary cash payments received by the Plan Agent on or prior to the last day of any month will be invested beginning on or about the first (1^st) business day of the following month (the “Investment Date”). The Plan will purchase Fund shares in the open market. If the Plan Agent has not completed its open market purchase of Fund shares within thirty (30) days of the Investment Date, then the balance of such voluntary cash payments will be returned to participants on a pro rata basis. All cash received by the Plan Agent in connection with the Plan will be held without earning interest or income.

Optional cash payments may be made online at www.amstock.com. You will need to know your 10-digit Plan account number to access your account. The Fund recommends that participants making voluntary cash payments send their cash payments so that they reach the Plan Agent as close as possible but prior to the Investment Date. A participant should be aware of possible delays in the mail if payment is to be made in that manner. Accordingly, it is recommended that a participant mail the voluntary cash payment no later than ten days prior to an Investment Date, or make cash payments online.

HOLDING OF SHARES

For your convenience, AST will hold in safekeeping all Fund shares you own by reason of your participation in the Plan. Upon your request (whether online at www.amstock.com, by mail, or telephonically to the Plan Agent at (877) 739-9994), AST will send you a physical stock certificate representing a specified number of whole shares acquired or held the Plan in your account.

The Plan Agent will allow you to deposit with it for safekeeping under the Plan any additional stock certificates for Fund shares that you may hold. Such shares, once deposited, will be retained in “book-entry” form under the Plan.

STATEMENT OF ACCOUNT

At least annually, a detailed statement of transactions in your Plan account for each calendar year will be sent to you by the Plan Agent. You may also access your account information online at www.amstock.com. You will also receive the customary Internal Revenue Service Form 1099 to report taxable income as a result of Fund distributions with respect to Fund shares held in your Plan account.

FEDERAL INCOME TAX CONSIDERATIONS

You should consult your accountant or tax advisor with respect to the Federal and/or other tax consequences resulting from participating in the Plan. However, as a general rule, participants are taxed on Fund distributions, whether those distributions are paid directly in additional Fund shares, or are in cash (whether such cash is used to purchase additional Fund shares in the open market or otherwise).

SHAREHOLDERS’ RIGHTS

Plan participants enjoy the same rights as Fund shareholders generally with respect to Fund shares held in the Plan, including, without limitation, rights with respect to stock dividends, stock splits, and voting rights. In the event of a major corporate event affecting the Fund, such as a stock split or a stock dividend, the resulting Fund shares will be properly credited to your Plan account. In the event that a Plan participant holds shares in both a Plan account and individually in his or her own name, any Fund shares resulting from a major corporate event affecting the Fund will be distributed to the Plan account and the participant individually on a pro rata basis. AST reserves the right to delay, curtail or suspend any action otherwise required of it under the Plan during the pendency of any major corporate action affecting the Fund.

ADDITIONAL INFORMATION

If you have any questions regarding participation in the Plan, please visit the Plan Agent online at www.amstock.com, call the Plan Agent at (877) 739-9994, or write the Plan Agent at:

	American Stock Transfer & Trust Company
	DRP Plan
	P. O. Box 922, Wall Street Station
	New York, NY 10269-0560

ADDITIONAL TERMS AND CONDITIONS OF PARTICIPATION IN THE EAGLE CAPITAL GROWTH FUND, INC. DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN

1. By enrolling in the Plan, all of the participant’s cash distributions from the Fund and/or voluntary cash payments will be reinvested in additional Fund shares.

If the Fund declares a distribution in Fund shares but includes a provision allowing shareholders to elect to receive cash in lieu of Fund shares, the Plan Agent will receive the distribution in Fund shares on behalf of each Plan participant with respect to the Fund shares the participant holds through the Plan, provided that if you (as a Plan participant) desire to elect to receive cash in lieu of Fund shares, you must promptly terminate your participation in the Plan in accordance with paragraph 5 below. You must also notify the Fund in writing of your election to receive cash. Such written notice to the Plan and to the Fund must be received at least three business days prior to the cut-off election date in order to be effective prior to the receipt of the declared dividend. If a Plan participant beneficially owns Fund shares outside of the Plan and desires to elect to receive cash in lieu of Fund shares, the participant must individually make this election.

2. The Plan Agent may commingle participant funds in connection with the receipt of cash distributions from the Fund, and from voluntary cash payments from participants. The Plan Agent will allocate purchased Fund shares among participant accounts based upon the average price paid (net of any costs).

3. The Plan Agent shall hold shares for participants in its own name or in the name of its nominee. The Plan Agent will acquire Fund shares in the open market at such price or prices then reasonably available to it. Participants understand that from time to time Fund shares may not be available for purchase, or may not be available for purchase at a reasonable price. Moreover, any temporary or continued closing of the securities trading generally might require the temporary curtailment or suspension of the Plan Agent’s efforts to purchase Fund shares. The Plan Agent is not responsible or liable for, and shall not be accountable for, any inability on such its part to purchase Fund shares.

4. With respect to the voting of Fund shares held in the Plan, the Plan Agent will provide participants with proxy solicitation materials and request their direction. If a participant does not direct the Plan Agent as to the manner of voting, the Plan Agent will not vote such participant’s shares.

5. Plan participation may be terminated upon request to the Plan Agent. A participant may terminate by providing written notice to the Plan Agent (the tear-off section at the bottom of participant’s account statement is available for this purpose). Such written notice must be signed by all persons who are listed on the Plan account. If a request is received fewer than three business days prior to the cut-off election date in the case of a share distribution, or three days prior to the ex-dividend date in the case of a cash dividend, then the termination will begin after the receipt of Fund shares or reinvestment of the declared dividend, as applicable. The Plan Agent will send to a participant who has terminated participation in the Plan a certificate(s) representing the number of full shares held by the Plan Agent in such participant’s account under the Plan. In case of termination, a participant’s interest in a fractional share will be converted to, and remitted in cash, in an amount based upon the then current market value of the share (less service fees). However, the foregoing does not apply to voluntary cash payments held for investment on the Investment Date as a result of voluntary cash payments. A participant may request the return of any voluntary cash payment, if the participant makes a separate written request which is received by the Plan Agent at the address above at least forty-eight (48) hours prior to the time when such voluntary cash payment is scheduled to be invested. If a participant so requests, the Plan Agent may sell a terminating participant’s shares and remit the proceeds (less related brokerage commissions and service fees).

6. The Plan Agent shall not be liable for any action taken in good faith or for any good faith failure to act, including without limitation, any claim of liability (a) arising out of a failure to terminate the participant’s account upon the participant’s death, prior to receipt of notice in writing of such death and submission of documentation, by the personal representative of the deceased participant, in form and substance satisfactory to the Plan Agent and (b) with respect to the price or prices at which Fund shares are purchased or sold for a participant’s account and/or the timing of such purchases and/or sales.

7. The Fund reserves the right to amend or terminate the Plan effective upon thirty (30) days written notice (from the date of mailing) to all Plan participants. All inquiries with respect to the Plan should be directed to the Plan Agent at the addresses and phone numbers identified in the Plan.

8. The Plan shall be governed by, and construed in accordance with, the internal laws of the State of Wisconsin.

9. The Plan has been last amended and revised as of February 15, 2018.

Shareholder Information

Trading. Fund shares trade under the symbol GRF on the NYSE American Exchange.

Fund Stock Repurchases. The Fund is authorized, from time to time, to repurchase its shares in the open market, in private transactions or otherwise, at a price or prices reasonably related to the then prevailing market price.

Dividend Reinvestment and Cash Purchase Plan. By participating in the Fund’s Dividend Reinvestment and Cash Purchase Plan (“Plan”), you can automatically reinvest your cash dividends in additional Fund shares without paying brokerage commissions. A copy of the plan is included earlier in the Annual Report.

Alternatively, you can secure a copy of the Plan from the Fund’s website (www.eaglecapitalgrowthfund.com) or by contacting American Stock Transfer & Trust Company LLC, 6201 15^th Avenue, Brooklyn, NY 11219, telephone number (877) 739-9994.

Dividend Checks/Stock Certificates/Address Changes/Etc. If you have a question about lost or misplaced dividend checks or stock certificates, have an address change to report, or have a comparable shareholder issue or question, please contact the Fund’s transfer agent, American Stock Transfer & Trust Company LLC, 6201 15^th Avenue, Brooklyn, NY 11219, telephone number (877) 739-9994.

Proxy Voting. The Fund typically votes by proxy the shares of portfolio companies. If you’d like information about the policies and procedures that the Fund follows in voting, or how the Fund has voted on a particular issue or matter during the most recent 12-month period ended June 30, you can get that information (Form N-PX) from the SEC’s website (www.sec.gov) or the Fund’s website (www.eaglecapitalgrowthfund.com), or by calling the Fund at (414) 765-1107 (collect) or by sending an e-mail request (to dave@simscapital.com).

Fund Privacy Policy/Customer Privacy Notice (January 1, 2020). We collect nonpublic personal information about you from the following sources: (i) information we receive from you on applications or other forms and (ii) information about your transactions with us or others. We do not disclose any nonpublic personal information about you to anyone, except as permitted by law, and as follows. We may disclose all of the information we collect, as described above, to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements. If you decide to close your account(s) or no longer be a shareholder of record, we will adhere to the privacy policies and practices as described in this notice. We restrict access to your personal and account information to those employees who need to know that information to provide services to you. We maintain physical, electronic, and procedural safeguards to guard your nonpublic personal information. In this notice, the term “we” refers to the Fund, Eagle Capital Growth Fund, Inc.

Additional Information. The Fund has historically filed a complete schedule of its portfolio holdings with the Securities and Exchange Commission (SEC) on SEC Form N-Q as of the end of the first and third calendar quarter. Commencing during 2020, the Fund is required to file a complete schedule of its portfolio holdings monthly with the SEC on SEC Form N-PORT, although only these forms for the first and third calendar quarter will be available to the investing public generally. You can obtain copies of these public filings, and other information about the Fund, from the SEC’s website (www.sec.gov), from the Fund’s website (www.eaglecapitalgrowthfund.com), or by calling the Fund at (414) 765-1107. The Fund’s historic Forms N-Q and public Forms N-PORT can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and you can obtain information about the operation of the SEC’s Public Reference Room by calling the SEC at (800) 732-0330.

Approval of Renewal of Investment Advisory Agreement. At its December 9, 2019 Board meeting, the Board of Directors approved the renewal of the Fund’s Investment Advisory Agreement with SCM (with Directors Luke E. Sims and David C. Sims abstaining). The Board reviewed various factors in determining to retain SCM as investment advisor including, among other things, the nature, extent and quality of services provided by SCM, the cost of services provided by SCM (and benefits to be realized by SCM as a result of its relationship with the Fund), the economies of scale that may be realized as the Fund grows, whether the fee level reflects the economies of scale for the benefit of Fund investors, the investment philosophy of SCM, the Fund’s portfolio turnover, best execution and trading costs, personnel considerations, resources available to SCM, SCM’s ability to satisfy compliance obligations and other relevant factors. Overall, the Board remained satisfied with the nature, extent and quality of services provided by SCM.

Electronic Distribution of Shareholder Reports and Other Communications. If you’d like to receive copies of the Fund’s annual report, semiannual report, proxy statement, press releases and other comparable communications electronically, please provide your e-mail address to dave@simscapital.com. By providing your e-mail address to the Fund, you are consenting to the Fund sending the identified materials to you by e-mail.

General Inquiries. If you have a question or comment on any matter not addressed above, please contact the Fund at: Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657, telephone number (414) 765-1107, or the Fund’s investment advisor, Sims Capital Management LLC (dave@simscapital.com).

ITEM 2.

CODE OF ETHICS

The Fund has adopted a Code of Ethics for Financial Professionals, which applies to the principal executive officer of the Fund, all professionals serving as principal financial officer, the principal account officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party, and the members of the Fund’s Board of Directors. The Code of Ethics for Financial Professionals has been posted on the Fund’s website at www.eaglecapitalgrowthfund.com.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

The Fund’s Board of Directors has determined that Neal F. Zalenko qualifies as a financial expert; and that Carl A. Holth, Donald G. Tyler, and Phillip J. Hanrahan also qualify as financial experts. Phillip J. Hanrahan, Carl A. Holth, Donald G. Tyler, and Neal F. Zalenko are independent, non-interested directors.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The Fund paid Plante & Moran, PLLC $17,500 for the calendar year ended December 31, 2019, and $17,000 for the calendar year ended December 31, 2018, for audit fees.

Audit-Related Fees. The Fund did not pay Plante & Moran, PLLC any audit-related fees in either of the last two calendar years.

Tax Fees. The Fund paid Plante & Moran, PLLC $5,500 for the calendar year ended December 31, 2019, and $5,500 for the calendar year ended December 31, 2018, for tax fees in connection with the preparation of the Fund’s tax returns and assistance with Internal Revenue Service notice and tax matters.

All Other Fees. The Fund did not pay Plante & Moran, PLLC any other amounts in either of the last two calendar years.

“Audit fees” are fees paid by the Fund to Plante & Moran, PLLC for professional services for the audit of our financial statements, or for services that are usually provided by an auditor in connection with statutory and regulatory filings and engagements. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of financial statements. “Tax fees” are fees for tax compliance, tax advice and tax planning. All other Fund fees are fees billed for any services not included in the first three categories.

None of the services covered under the captions “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” with respect to Plante & Moran, PLLC were provided under the de minimis exception to Audit Committee approval of 17 CFR 210.2-01(c) 7(i)(C) and (ii) Plante & Moran, PLLC was not engaged during the last two calendar years to provide non-audit services to the Fund or to the Advisor or any of its affiliates that provide ongoing services to the Fund (“Other Non-Audit Services”). Under the Audit Committee charter, the Audit Committee must approve in advance all non-audit services of the Fund and all Other Non-Audit Services. The Audit Committee has not adopted “pre-approval policies and procedures” as such term is used in 17 CFR 210.2-01(c)(7)(i)(B) and (ii).

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

The Fund’s Board of Directors has separately-designed standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the committee are Neal F. Zalenko, Carl A. Holth, Donald G. Tyler, and Phillip J. Hanrahan.

ITEM 6.

SCHEDULE OF INVESTMENTS

The Fund’s schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

ITEM 7.

DISCLOSURE OF PROXY VOTING AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Sims Capital Management LLC, a Wisconsin limited liability company (the “Advisor”), is the investment advisor for the Fund. The Fund and the Advisor are parties to an Investment Advisory Agreement dated as of February 16, 2007 (the “Advisory Agreement”). The Fund is one of the Advisor’s two institutional advisory clients.

The Advisor’s authority to vote the proxies of the Fund is established through the Investment Advisory Agreement. It has adopted the following policies and procedures:

The Company will vote proxies for its clients and, therefore, will adhere to the following requirements:

A. General Statement of Policy. Consistent with its duty of care the Company monitors proxy proposals just as it monitors other corporate events affecting the companies in which its clients invest. The Company votes securities subject to its control consistent with its analysis and judgment of each issue, regardless of whether such voting position is consistent with the approach proposed by the issuer’s board of directors or management.

B. There may be instances where the interests of the Company may conflict or appear to conflict with the interests of its clients. For example, the Company may manage a pension plan of a company whose management is soliciting proxies and there may be a concern that the Company would vote in favor of management because of its relationship with the Company. In such situations, the Company will, consistent with its duty of care and duty of loyalty, vote the securities in accordance with its pre-determined voting policy, but only after the disclosing the conflict to clients and affording the clients the opportunity to direct the Company in the voting of such securities.

C. Record Keeping. The Company will maintain the following records with respect to proxy voting:

(1) A copy of this proxy voting policy;

(2) A copy of all proxy statements received (the Company may rely on the EDGAR system to satisfy this requirement);

(3) A record of each vote cast on behalf of a client (the Company may rely on a third party to satisfy this requirement);

(4) A copy of any document prepared by the Company that was material to making a voting decision or that memorializes the basis for that decision;

(5) A copy of each written client request for information on how the Company voted proxies on the client’s behalf, and a copy of any written response to any (written or oral) client request for information on how the Company voted proxies on behalf of the requesting client.

D. Disclosure. The Company will furnish a copy of this policy to all of its clients. The Company will disclose to clients how proxies were voted upon request.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Luke E. Sims

President and Chief Executive Officer (since 2007) and Director of the Fund (since 2002). Luke Sims has been a partner in the law firm of Foley & Lardner since 1984 until February 2010. Luke Sims is a 50% equity owner in the Advisor.

David C. Sims

Chief Financial Officer and Chief Compliance Officer of the Fund (since 2007), Secretary of the Fund (since 2009) and Director of the Fund (since 2015). David C. Sims is President, operating manager, and 50% equity owner in the Advisor.

The Advisor is also the investment advisor of Peregrine Investment Fund LLC (“Peregrine”), a private investment fund, with approximately $2.6 million in assets under management as of December 31, 2019. Peregrine has similar investment objectives to the Fund. The Advisor receives an investment advisory fee from Peregrine of one and one-half percent of its assets under management. To the extent investment opportunities arise in which both the Fund and Peregrine will invest and in which the amount to be purchased is limited, the investment will be made pro rata based on the respective asset size of the Fund and Peregrine.

With respect to the Fund, Luke Sims is the principal decision maker with respect to the Fund’s portfolio, and David Sims participates in the decision-making process. With respect to Peregrine, David Sims is the principal decision maker with respect to Peregrine’s portfolio and private accounts, and Luke Sims participates in the decision-making process.

Luke Sims receives no compensation as an officer of the Fund and receives a fixed salary from the Advisor (not tied to the Fund’s or Peregrine’s performance or private account performance) out of the respective investment advisory fees paid by the Fund, private accounts and Peregrine. David Sims receives no compensation as an officer of the Fund and a fixed salary from the Advisor (not tied to the Fund’s or Peregrine’s performance or private account performance) out of the respective investment advisory fees paid by the Fund, private accounts and Peregrine. Luke Sims owns 50% of the equity of Sims Capital Management and David Sims owns the remaining 50% of the equity of Sims Capital Management.

Dollar range of equity securities of the Fund. beneficially owned as of December 31, 2019, by Luke Sims is in excess of $1 million and by David Sims is between $500,000-1,000,000.

ITEM 9.

PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

During the period covered by this report, no purchases were made by or on behalf of the registrant or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”) of shares of registrant’s equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.

ITEM 10.

SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

No changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors have been implemented after registrant last provided disclosure in response to Item 407(c)(2) in registrant’s 2020 proxy statement.

ITEM 11.

CONTROLS AND PROCEDURES.

(i) As of March 3, 2020, an evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) was performed under the supervision and with the participation of the registrant’s President and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer). Based on that evaluation, the registrant’s President and Chief Executive Officer and Chief Financial Officer concluded that the registrant’s controls and procedures are effectively designed to ensure that information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time periods required by the Commission’s rules and forms, and that information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, or persons performing similar functions as appropriate, to allow timely decisions regarding required disclosure.

(ii) There has been no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of 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.

The Fund neither lent any securities this year nor received any income related to securities lending.

ITEM 13.

EXHIBITS

(A)(1).

Attached hereto as Exhibit 99a1.

(A)(2).

Separate certification of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Act.--- attached hereto as Exhibit 99a2.

(B)

Certification pursuant to Rule 30a-2(b) and 18 U.S.C. Section 1350, --- attached as Exhibit 99b.

SIGNATURES

[See General Instruction F]

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.

Eagle Capital Growth Fund, Inc.

By: /s/ Luke E. Sims, President

Date: 6/5/2020

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: /s/ David C. Sims, Chief Financial Officer, Chief Compliance Officer, and Secretary

Date: 6/5/2020

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Eagle Capital Growth Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets, liabilities, and shareholders’ equity and the portfolio of investments of Eagle Capital Growth Fund, Inc. (the “Company”) as of December 31, 2017 and the related statement of operations, and the related notes to the financial statements for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations for the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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 included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 confirmation of securities owned as of December 31, 2017 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

We have served as the Company’s auditor since 2002.

Auburn Hills, Michigan

February 23, 2018

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Eagle Capital Growth Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets, liabilities, and shareholders’ equity and the portfolio of investments of Eagle Capital Growth Fund, Inc. (the “Company”) as of December 31, 2018 and the related statement of operations, and the related notes to the financial statements for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations for the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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 included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 confirmation of securities owned as of December 31, 2018 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

We have served as the Company’s auditor since 2002.

Auburn Hills, Michigan

February 20, 2019

AMENDED AND RESTATED

CODE OF ETHICS

EAGLE CAPITAL GROWTH FUND, INC.

Under Rule 17j-1 of the Investment Company Act of 1940

Eagle Capital Growth Fund, Inc. (the “Fund”) has adopted, by a vote of its board of directors, including a majority who are not interested persons (the “Board”), this Amended and Restated Code of Ethics (“Code of Ethics”) pursuant to Rule 17j‑1 under the Investment Company Act of 1940 (the “Investment Company Act”).

Sims Capital Management LLC (the “Advisor”) is the investment adviser for the Fund. The Advisor is a registered investment adviser subject to the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and, as such, maintains its own policies and procedures, including among other things, its own code of ethics pursuant to the Investment Advisers Act.

I.	Applicability

This Code of Ethics applies to (a) all Access Persons as defined in Rule 17j-1; and (b) any natural person who is in a control relationship to the Fund or the Advisor who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities (as hereinafter defined) by the Fund.

Under Rule 17j-1 of the Investment Company Act,” “Access Person” includes, among others, any Advisory Person of the Fund or of the Advisor and any director, officer or general partner of a principal underwriter (“Underwriter”), who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the Underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

“Advisory Person” means any director, officer or employee of the Fund or the Advisor (or of any company in a control relationship to the Fund or the Advisor) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales of Covered Securities.

Since the Advisor’s primary business is advising the Fund, all of the Advisor’s directors and officers are presumed to be Access Persons. In addition, all of the Fund’s directors and officers are presumed to be Access Persons of the Fund.

The Advisor is required to adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by Rule 17j-1(b) of the Investment Company Act. Such code must also be approved by the Board, including any material changes, thereto, in accordance with the requirements of Rule 17j-1(c)(1).

The personal investment policies, procedures and restrictions that specifically apply to Access Persons apply to all accounts and securities in which the Access Person has direct or indirect beneficial ownership. An explanation of what constitutes beneficial ownership is attached as Exhibit A.

“Securities” are defined as set forth in Section 2(a)(36) of the Investment Company Act. “Covered Securities” are all Securities other than (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act.

II.	Statement of Principles

Access Persons must:

◾

Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

◾

Take all reasonable measures to protect the confidentiality of non-public information about the Fund, and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or a legal or regulatory process;

◾

Comply with applicable government laws, rules and regulations; and

◾

Promptly report any violation of the Code of Ethics to the President of the Fund, and provide a copy of the report to the Chief Compliance Officer of the Fund.

Access Persons owe a fiduciary duty to the Fund and to the Fund’s shareholders and to the Advisor when conducting their personal investment transactions. At all times and in all matters such persons shall place the interests of the Fund before their personal interests. All Access Persons of the Advisor shall place the interests of the Advisor and its clients before their personal interests. The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions.

No Access Person, affiliated person of the Fund, Advisor or Underwriter shall, in connection with the purchase or sale, directly or indirectly, by such person of any Covered Security (or any option to purchase or sell, or any security convertible into or exchangeable for a Covered Security) which, within the most recent 15 days, is or has been held by the Fund, or is being or has been considered by the Fund or the Advisor for purchase by the Fund:

1. Employ any device, scheme or artifice to defraud the Fund;

2. Make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

3. Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

4. Engage in any manipulative practice with respect to the Fund.

Further, all Access Persons are always prohibited from effecting personal securities transactions based on material, non-public information.

All personal securities transactions by Access Persons shall adhere to the requirements of this Code of Ethics and shall be conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of the person’s position of trust and responsibility. While this Code of Ethics is designed to address both identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations. In this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

III.	Standards of Business Conduct

In furtherance of the Statement of Principles, Access Persons must adhere to the following practices:

Compliance with Laws, Rules and Regulations. The Fund expects its Access Persons to comply with all laws, rules and regulations applicable to their operations and business. Access Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action. The Fund, as a registered investment company, is subject to regulation by the Securities and Exchange Commission (the “Commission”). Access Persons must comply with all applicable federal securities laws, rules and regulations relating to the Fund and the Advisor. “Federal securities laws” means the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title IV of the Gramm-Leach-Bliley Act, any rules adopted by the Commission, under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Conflicts of Interest. Access Persons have an obligation to act in the best interests of the Fund. Access Persons should avoid any activity, interest or association outside the Fund that could impair their ability to perform their work objectively and effectively or that could give the appearance of interfering with their responsibilities on behalf of the Fund and its shareholders.

It is not possible to describe every situation in which a conflict of interest may arise. The following, however, are examples of situations that may raise a conflict of interest (unless permitted by law and Fund policies):

◾

Accepting special favors as a result of the position of an Access Person with the Fund from any person or organization with which the Fund or Advisor has a current or potential business relationship;

◾

Directing business to or receiving business from a supplier or broker owned or managed by, or which employs, the Access Person, a relative or a friend.

In no event, however, shall investments in any security in accordance with this Code of Ethics be considered a conflict of interest with the Fund.

Access Persons shall promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund.

Fair Dealing. Access Persons must keep the best interests of the Fund and its shareholders paramount and endeavor to deal fairly with suppliers, brokers, the public and one another. No Access Person should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any unfair dealing practice.

Gifts. Access Persons may not accept any investment opportunity, gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business with the Fund, or any affiliate thereof. Access Persons may accept gifts from a single donor so long as the aggregate annual value does not exceed $100 and Access Persons may attend business meals, local sporting events and other entertainment events at the expense of the donor, so long as the expense is reasonable and both the Access Person and the donor are present.

Corporate Opportunities. Access Persons shall not take for themselves personally opportunities that are discovered through the use of their positions with the Fund, except with approval from the Fund’s Board or, as applicable, the Fund’s Audit Committee. In no event, however, shall investment in any security made in accordance with this Code of Ethics be considered a business opportunity of the Fund.

Proprietary and Confidential Information. Proprietary and confidential information generated and gathered in the Fund’s business are vital assets. Protecting this information is critical to the Fund’s reputation for integrity and relationship with its shareholders and ensures compliance with complex regulations governing investment companies and investment advisors. Accordingly, Access Persons should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorized by the Fund or required by law.

“Proprietary Information” includes all non-public information that might be useful to competitors or that could be harmful to the Fund or its shareholders, if disclosed. It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information.

“Confidential Information” is information that is not generally known to the public about the Fund, its shareholders or other parties with whom the Fund has a relationship and that have an expectation of confidentiality.

Unauthorized use or distribution of proprietary or confidential information violates Fund policy and could be illegal. Such use or distribution could result in negative consequences for the Fund and the individuals involved, including potential legal or disciplinary actions. The obligation of Access Persons to protect the Fund’s proprietary and confidential information continues even after they leave employment or service with the Fund. Access Persons have an obligation to return all such information in their possession upon their departure.

Inside Information. Using inside information to trade securities or to “tip” a family member, friend, or any other person, is illegal. All non-public information about the Fund, its shareholders or any other company that may have a significant impact on the price of a security, or that a reasonable investor may consider important in making an investment decision, should be considered inside information. Access Persons may never, under any circumstances, trade, encourage others to trade, or recommend securities based on inside information, including information about the Advisor’s securities recommendations. In addition, the officers of the Fund should take whatever steps they deem necessary to safeguard this sensitive information and control the dissemination of this sensitive information both within and outside the Fund.

IV.	Enforcement

It is the responsibility of each Access Person to act in accordance with a high standard of conduct and to comply with the policies and procedures set forth in this Code of Ethics. The Fund takes seriously its obligation to monitor the personal investment activities of its Access Persons. Access Persons must report all violations of this Code of Ethics by themselves or others to the President of the Fund and provide a copy of the report to the Chief Compliance Officer of the Fund. Any violation of this Code of Ethics by Access Persons will be considered serious, and may result in disciplinary action, which may include the unwinding of trades, disgorgement of profits, monetary fine or censure, and suspension or termination of employment. Any violation of this Code of Ethics by a director of the Fund will be reported to the Board of the Fund which may impose such sanctions as it deems appropriate.

V.	Blackout Period

No Access Person shall purchase or sell, directly or indirectly, any Covered Security if he/she has knowledge at the time of such transaction that the Covered Security is being purchased or sold, or is being considered for purchase or sale, by the Fund. The blackout period (“Blackout Period”) shall be in effect for fifteen (15) calendar days before and after the Fund trades in that Covered Security, and during the period while the Covered Security is being considered for purchase or sale by the Fund.

This Blackout Period requirement shall not apply to any purchase or sale, or series of related transactions by the Fund involving the same or related securities, involving one thousand (1,000) or fewer shares in the aggregate if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $2.0 billion and is listed on a U.S. stock exchange or quoted on NASDAQ.

VI.	Prohibited Transactions

The transactions listed below by Access Persons are prohibited without the prior written approval from the President of the Fund or his/her designee, with a copy of the approval provided by the Access Persons to the Chief Compliance Officer of the Fund.

1. The purchase of a limited offering (i.e., an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 of Regulation D under the 1933 Act); or

2. The acquisition of any securities in an initial public offering (i.e., an offering of securities registered under the 1933 Act by an issuer which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

VII.	Prohibited Recommendations

No Access Person shall recommend or execute any transaction in any Covered Securities by the Fund without having disclosed, in writing, to the President of the Fund, or his/her designee, with a copy provided by the Access Person to the Chief Compliance Officer, any direct or indirect interest in such securities or issuers, except for those securities purchased or sold by the Fund pursuant to the “Large Cap/De Minimis” exemption described in Section V above. Prior written approval of such recommendation or execution also must be received from the President of the Fund, or his/her designee, with a copy provided to the Chief Compliance Officer of the Fund. The direct or indirect interest in such securities or issuers could be in the form of:

1. Any direct or indirect beneficial ownership of any securities of such issuer

2. Any contemplated transaction by the person in such securities;

3. Any position with such issuer or its affiliates; or

4. Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.

VIII.

Acknowledgment and Reporting Requirements

The Fund must (a) identify all Access Persons who are required to make the reports listed below and inform them of their reporting obligations; and (b) provide Access Persons with copies of this Code of Ethics and any amendments thereto. All Access Persons must certify that they have received copies of this Code of Ethics, and have read and understood its provisions, including their reporting obligations. In addition, except as otherwise provided in Item 7 of this Section VII, all Access Persons must:

1. Acknowledge receipt of this Code of Ethics and any amendments thereto, in writing (see Exhibit B for the form of Acknowledgment).

2. No later than 10 days after becoming an Access Person, must provide information which must be current as of a date no more than 45 days prior to the date of becoming an Access Person, to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund, with respect to all Covered Securities, including Fund shares, directly or indirectly beneficially owned and any existing personal brokerage relationships when such person became an Access Person (Access Persons must also disclose any new brokerage relationships whenever established). Such information should be provided in the form attached as Exhibit C. Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, is not required to make the initial holdings report required above.

3. No later than 30 days after the end of each calendar quarter, provide information to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund relating to securities transactions executed during the previous quarter with respect to all Covered Securities, including Fund shares, directly or indirectly beneficially owned. Such information should be provided in the form attached as Exhibit D. Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, need only make the quarterly transaction reports required above as to any Covered Security the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

4. Submit an annual holdings report containing similar information that must be current as of a date no more than 45 days before the report is submitted, and confirm at least annually all brokerage relationships and any and all outside business affiliations. Such information should be provided in the form attached as Exhibit E. Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, is not required to make the annual holdings report required above.

5. Certify on an annual basis that he/she has read and understood the Code of Ethics, has complied with the requirements of the Code of Ethics and that he/she has disclosed or reported all personal securities transactions, brokerage relationships and securities accounts required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

6. The reports described in Items 2, 3 and 4 above may contain a statement that the reports shall not be construed as an admission by the person making the reports that he/she has any direct or indirect beneficial ownership in the securities to which the reports relate.

7. An Access Person need not make a report with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

8. An Access Person need not make a quarterly transaction report (Section VIII, No. 3 above) with respect to transactions effected pursuant to an automatic investment plan. An “automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

9. The President of the Fund or his/her designee shall review all of the reports submitted pursuant to this Section VIII.

10. An Access Person need not make a quarterly report (Section VIII, No. 3 above) if the report would duplicate information contained in broker trade confirmation or account statements that are held in the records of the Fund so long as such confirmations or statements are received by the Fund no later than 30 days after the end of the applicable calendar quarter.

11. The exceptions to the reporting requirements as set forth in Rule 17j-1(d)(2) of the Investment Company Act are also incorporated herein.

12. Access Persons need to pre-clear all personal transactions, in public securities and private offerings, with the CCO prior to the transactions except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to pre-clear transactions solely by reason of being a Fund director, is not required to pre-clear transactions as required above. The CCO needs to obtain pre-clearance of all personal transactions, in public securities and private offerings, with the highest-ranking non-CCO member of the advisor prior to the transactions.

IX.	Handling of Disgorged Profits

Any amounts that are paid/disgorged by an Access Person under this Code of Ethics shall be donated by the Fund to one or more charities. Amounts donated may be aggregated and paid to such charity or charities at the end of each year.

X.	Confidentiality

All information obtained from any Access Person pursuant to this Code of Ethics shall be kept in strict confidence, except that such information will be made available to the Commission or any other regulatory or self-regulatory organization or to the Fund Board to the extent required by law, regulation or this Code of Ethics.

XI.	Other Laws, Rules and Statements of Policy

Nothing contained in this Code of Ethics shall be interpreted as relieving any person subject to the Code of Ethics from acting in accordance with the provision of any applicable law, rule or regulation, or, in the case of employees of the Fund, any statement of policy or procedure governing the conduct of such person adopted by the Fund, its affiliates and subsidiaries.

XII.	Retention of Records

All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this Code of Ethics and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 17j-1 under the Investment Company Act. The President of the Fund shall designate the person or the department responsible for maintaining records created under this Code of Ethics. Without limiting the generality of the foregoing, the Fund shall, at its principal place of business, maintain records in the manner and to the extent set forth below, and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special, or other examination:

1. A copy of each code of ethics for the Fund that is in effect, or at any time within the past five years was in effect shall be maintained;

2. A record of any violation of each code of ethics, and of any action taken as a result of the violation, shall be maintained for at least five years after the end of the fiscal year in which the violation occurs;

3. A copy of each report made by an Access Person as required by Rule 17j-1 of the Investment Company Act, including any information provided in lieu of reports, shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided;

4. A record of all persons, currently or within the past five years, who are or were required to make reports pursuant to Rule 17j-1 of the Investment Company Act, or who are or were responsible for reviewing these reports, shall be maintained;

5. A copy of each report to the Board of the Fund made pursuant to Section XV shall be maintained for at least five years after the end of the fiscal year in which it is made; and

6. The Fund shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of any securities described in Section VI.

XIII.

Monitoring

The Fund takes seriously its obligation to monitor the personal investment activities of Access Persons and to review the periodic reports of all Access Persons. Personal investment transaction activity will be monitored by the President of the Fund or his/her designee. All noted deviations by Access Persons who are employees from the requirements of this Code of Ethics will be referred back to the Access Person and his or her supervisor for follow-up and resolution. Any noted deviations by Fund or Advisor directors will be reported to the Fund’s Board for consideration and follow-up as contemplated by Section IV hereof.

XIV.	Exceptions to the Code of Ethics

Any exceptions to this Code of Ethics must have the prior written approval of the President of the Fund or his/her designee, which approval shall not be given unless such exception would be in compliance with applicable laws and regulations, including, without limitation, Rule 17j-1 under the Investment Company Act. Copies of such written approvals shall be provided to the Chief Compliance Officer of the Fund. Any questions about this Code of Ethics should be directed to the President of the Fund or his/her designee.

XV.	Board Review

The President of the Fund or his/her designee shall provide or cause to be provided to the Board, on an annual basis, a written report that: (i) describes any issues arising under the respective code of ethics of the Fund of the Advisor since the last report to the Board, including, but not limited to, information about material violations of the respective code of ethics of the Fund of the Advisor and sanctions imposed in response to the material violations, and (ii) certifies that the Fund and Advisor have adopted procedures reasonably necessary to prevent Access Persons from violating the respective code of ethics of the Fund and the Advisor.

XVI.	Amendments

With respect to non-material amendments, this Code of Ethics may be amended from time to time by the President of the Fund. Any material amendment of this Code of Ethics shall be submitted to the Board of the Fund for approval in accordance with Rule 17j-1 under the Investment Company Act. Such material amendment shall become effective upon such date of approval or at such earlier date as determined by the Secretary of the Fund. As provided above, the Board shall also approve all material amendments to the code of ethics of the Advisor in accordance with Rule 17j-1 under the Investment Company Act.

Approved and Adopted Effective as of December 31, 2012.

EXHIBIT A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are some examples of an indirect Pecuniary Interest in Securities:

1. Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.

“Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2. Your interest as a general partner in Securities held by a general or limited partnership.

3. Your interest as a manager-member in the Securities held by a limited liability company.

4. Your right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

You may, under certain circumstances, be deemed to have Beneficial Ownership of Securities held by a trust, if, for example, you are a trustee of a trust and either you or a member of your immediate family have a vested interest in the principal or income of the trust; you are the owner of a vested interest in a trust, or you are a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The foregoing is only a summary of the meaning of “Beneficial Ownership.” It is not the complete recitation of the meaning of Beneficial Ownership. For purposes of the attached Code of Ethics, “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. If you have any questions regarding what constitutes “Beneficial Ownership,” you should contact the President of the Fund or his/her designee.

A-1

EXHIBIT B

AMENDED AND RESTATED

CODE OF ETHICS FOR

EAGLE CAPITAL GROWTH FUND, INC.

ACKNOWLEDGMENT (GRF---CCO---05)

I acknowledge that I have received and read the Amended and Restated Code of Ethics (“Code of Ethics”) of Eagle Capital Growth Fund, Inc. I understand the provisions of the Code of Ethics, including my reporting obligations, and agree to abide by them.

I acknowledge that I have received and read the Code of Ethics for Financial Professionals of Eagle Capital Growth Fund, Inc. I understand the provisions of the Code of Ethics for Financial Professionals and, at any time applicable to me, I agree to abide by them.

	Name (Print):

	Signature:

Date:

, 20

B-1

EXHIBIT C

EAGLE CAPITAL GROWTH FUND, INC.

INITIAL FINANCIAL SERVICES FIRM DISCLOSURE

AND REPORT OF SECURITIES HOLDINGS (GRF---CCO---02)

This report must be signed, dated and returned within 10 days of becoming an Access Person to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin 53202.

Access Person Name (Print): ____________________________ Date Became an Access Person: ______________, 20__

Brokerage Accounts:

☐	I do not have a direct or indirect beneficial interest in any account(s) with any financial services firm.

☐	I maintain account(s) with the financial services firm(s) listed below. Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of the date you became an Access Person.

Name of Financial Services Firm(s)

C-1

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s)) listing all of your securities holdings, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, if:

You own securities which are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased since the date of the brokerage statement which is attached. Use additional sheets if necessary.

Your securities are not held with a financial service(s) firm (e.g., dividend reinvestment programs and private placements).

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Price

Proceeds

☐	I have no securities holdings to report.

C-2

I certify that I have received the Eagle Capital Growth Fund, Inc. Amended and Restated Code of Ethics and have read it and understood its contents. I further certify that the above represents a complete and accurate description of my brokerage account(s) and securities holdings as of a date no more than 45 days prior to the date I became an Access Person.

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:

Date:

, 20

C-3

EXHIBIT D

EAGLE CAPITAL GROWTH FUND, INC.

QUARTERLY REPORT OF SECURITIES TRANSACTIONS

AND FINANCIAL SERVICES FIRM DISCLOSURE (GRF---CCO--- 03)

FOR THE QUARTER ENDED ________________, 20___

This report must be signed, dated and returned within 30 days of the calendar quarter to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin.

Access Person Name (Print): ____________________________

Securities Transactions During the Calendar Quarter:

The following is a record of my transactions in any security, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, during the above-referenced quarter.

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Price

Proceeds

D-1

☐	I have no securities transactions to report.

Brokerage Accounts Established During the Calendar Quarter:

☐	I did not establish any account(s) with any financial services firm during the calendar quarter in which any securities were held in which I had a direct or indirect beneficial interest.

☐

I established account(s) during the calendar quarter with the financial services firm(s) listed below. Please include the information required below for any broker, dealer or bank where an account was established during the calendar quarter which held securities for your direct or indirect benefit during the calendar quarter.

Name of Financial Services Firm(s)	Date Account Established

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:

Date:

, 20

D-2

EXHIBIT E

EAGLE CAPITAL GROWTH FUND, INC.

ANNUAL REPORT OF SECURITIES HOLDINGS

AND FINANCIAL SERVICES FIRM DISCLOSURE (GRF---CCO--- 04)

FOR THE YEAR ENDED DECEMBER 31, 20___

This report must be signed, dated and returned within 45 days after the end of the referenced year to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin 53202.

Access Person Name (Print): ____________________________

Brokerage Accounts:

☐	I did not have a direct or indirect beneficial interest in any account(s) with any financial services firm as of the end of the referenced year.

☐	I maintained account(s) with the financial services firm(s) listed below as of the end of the referenced year. Please include the information required below for any broker, dealer or bank where an account was maintained which held securities for your direct or indirect benefit as of such date.

Name of Financial Services Firm(s)

E-1

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s)) listing all of your securities holdings as of the end of the referenced year, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, if:

You own securities which are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased prior to the end of the referenced year since the date of the brokerage statement which is attached. Use additional sheets if necessary.

Your securities are not held with a financial service(s) firm (e.g., dividend reinvestment programs and private placements).

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Price

Proceeds

☐	I have no securities holdings to report.

I certify that I have received the Eagle Capital Growth Fund, Inc. Amended and Restated Code of Ethics (“Code of Ethics”) and have read it and understood its contents, have complied with the requirements of the Code of Ethics, and have disclosed or reported all personal securities transactions and securities accounts required to be disclosed or reported pursuant to the requirements of the Code of Ethics. I further certify that the above represents a complete and accurate description of my brokerage account(s) and securities holdings as of the end of the referenced year (excluding (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act).

E-2

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:

Date:

, 20

E-3

Eagle Capital Growth Fund, Inc.

Code of Ethics for Financial Professionals

Background

This Code of Ethics for Financial Professionals applies to the principal executive officer of Eagle Capital Growth Fund, Inc. (the “Fund”), all professionals serving as principal financial officer, principal accounting officer or controller, or persons serving similar functions, regardless of whether these individuals are employed by the Fund or a third party (collectively, the “Financial Professionals”), and the members of the Fund’s Board of Directors (the “Board”) as provided.

The purpose of this Code of Ethics is to set forth basic principles to guide you in your day to day activities as an executive officer and financial professional of the Fund and in your activities as members of the Board. This Code of Ethics supplements and should be read together with the Fund’s Policies and Procedures, including the Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940.

This Code of Ethics cannot cover every legal or ethical issue that you may confront. It is your responsibility to know and understand the laws applicable to your job responsibilities and to comply with both the letter and the spirit of these laws. This requires that you avoid not only actual misconduct, but also even the appearance of impropriety.

Statement of Fundamental Principles

As a Financial Professional or member of the Board of the Fund, you must:

(a) Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(b) Take all reasonable measures to protect the confidentiality of non-public information about the Fund and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;

(d) Promptly report any possible violation of the Code of Ethics or Code of Ethics for Financial Professionals to the Compliance Officer (as defined below).

As a Financial Professional of the Fund, you must also produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with or submits to the Securities and Exchange Commission and in other public communications made by the Fund. Members of the Board who are not Financial Professionals shall continue to be responsible for the Fund’s financial information as required by applicable law.

Practices

In furtherance of the Fund’s fundamental principles, the Fund’s Financial Professionals and/or members of the Board, as provided, must adhere to the following practices:

FINANCIAL PROFESSIONALS AND MEMBERS OF THE BOARD MUST ACT IN THE BEST INTERESTS OF THE FUND AND ITS SHAREHOLDERS AND THE PUBLIC

Fair Dealing

Financial Professionals and members of the Board must keep the best interests of the Fund and its shareholders paramount and endeavor to deal fairly with suppliers, brokers, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentations of facts or any unfair dealing practice.

Gifts

Financial Professionals and members of the Board may not accept any investment opportunity, gift, gratuity, or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with the Fund or any affiliate thereof. Financial Professionals and members of the Board may accept gifts from a single giver so long as the aggregate annual value does not exceed $100, and you may attend business meals, local sporting events and other entertainment events at the expense of the giver, so long as the expense is reasonable and both you and the giver are present.

Conflicts of Interest

Financial Professionals and members of the Board have an obligation to act in the best interest of the Fund. You should avoid any activity, interest, or association outside the fund that could impair their ability to perform your work objectively and effectively or that could give the appearance of interfering with your responsibilities on behalf of the Fund and its shareholders.

◾

Accepting special favors as a result of your position with the Fund from any person or organization with which the Fund has a current or potential business relationship.

◾

Directing business to a supplier or broker owned or managed by, or which employs, a relative or friend.

You should promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to the person identified as the Compliance Officer (as defined below).

PROPRIETARY AND CONFIDENTIAL INFORMATION

Proprietary and confidential information generated and gathered in the Fund’s business is a vital Fund asset. Protecting this information is critical to the Fund’s reputation for integrity and relationship with its shareholders, and ensures compliance with complex regulations governing investment companies. Accordingly, you should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorized by the Fund or required by law.

“Proprietary information” includes all non-public information that might be useful to competitors or that could be harmful to the Fund or its shareholders if disclosed. It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information. You should also respect the property rights of other companies.

“Confidential information” is information that is not generally known to the public about the Fund, its shareholders, or other parties with whom the Fund has a relationship and that have an expectation of confidentiality.

Unauthorized use or distribution of proprietary or confidential information violates the Fund policy and could be illegal. Such use or distribution could result in negative consequences for the Fund and the individuals involved, including potential legal or disciplinary actions. Your obligation to protect the Fund’s proprietary and confidential information continues even after you leave employment with the Fund, and you have an obligation to return all such information in your possession upon departure.

PREVENT MISUSE OF INSIDE INFORMATION

Using inside information to trade securities or to “tip” a family member, friend, or any other person, is illegal. All non-public information about the Fund or its shareholders or any other company that may have a significant impact on the price of a security, or that a reasonable investor would likely to consider important in making an investment decision, should be considered inside information. You may never, under any circumstances, encourage others to trade, or recommend securities, based on inside information.

PROVIDE FAIR AND TRUTHFUL DISCLOSURES TO THE PUBLIC

The Fund has a responsibility under the law to communicate effectively so that the public is provided with full and accurate information in all material respects. To the extent that you are involved in the preparation of materials for dissemination to the public, you should be careful to ensure that the information in these materials is truthful, accurate, and complete. In particular, the Fund’s Financial Professionals shall endeavor to promote full, fair, accurate, timely and understandable disclosure in the Fund’s public communications, including documents that the Fund files with or submits to the United States Securities and Exchange Commission and any exchange upon which the Fund’s securities are listed.

MAINTAIN ACCURATE BOOKS AND RECORDS

The Fund must maintain accurate and complete books and records. Every business transaction undertaken by the Fund must be recorded correctly and in a timely manner in the Fund’s books and records. The Fund therefore expects each Financial Professional to be candid and accurate when providing information for these documents. Financial Professionals are specifically prohibited from making false or misleading entries in the Fund’s books and records. In particular, Financial Professionals must endeavor to ensure that financial information included in the Fund’s books and records is correct and complete in all material respects and complies with applicable accounting principles. Board members who are not Financial Professionals shall continue to be responsible for the Fund’s financial information as required by applicable law.

INTERACTION WITH PUBLIC ACCOUNTANTS

You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Fund’s independent public auditors for the purpose of rendering the financial statements of the Fund misleading.

ACCOUNTABILITY

You understand that you will be held accountable for your adherence to this Code of Ethics for Financial Professionals. Your failure to observe the terms of this Code of Ethics may result in disciplinary action, including termination of employment. Violations of this Code of Ethics for Financial Professionals may also constitute violations of law and may result in civil and criminal penalties for you, your supervisors and/or the Fund. You must acknowledge your receipt of this Code of Ethics for Financial Professionals by signing the attached acknowledgment and giving it to the Compliance Officer.

COMPLIANCE OFFICER

This Code of Ethics for Financial Professionals cannot anticipate every situation in which personal interests may be in conflict with interests of the Fund or its shareholders. When any doubt exists regarding any Code of Ethics for Financial Professionals provision or whether a conflict of interest may exist or you have any questions regarding the best course of action in a particular situation, you should promptly contact the Compliance Officer designated by the Board. The identity of the Compliance Officer, including name, voice telephone number, business address, e-mail address and facsimile telephone number will be provided to all persons to who this Code of Ethics applies. You may choose to remain anonymous in reporting any possible violation of this Code of Ethics. It is intended that any such reporting will be protected under any applicable “whistleblower” laws.

PROCESS FOR REPORTING AND DEALING WITH VIOLATIONS, WAIVERS AND AMENDMENTS

VIOLATIONS

Any and all suspected violations of this Code of Ethics must be immediately reported to the Compliance Officer designated by the Board of Directors. If the reporting person deems it appropriate, suspected violations may instead be reported directly to the Disinterested Panel. The Compliance Officer will have the responsibility of notifying the Disinterested Panel, as defined below, to review the alleged violation, to determine whether an actual violation of the Code has occurred and to recommend what remedial action should be taken, if any. The Disinterested Panel’s recommendation will be presented at the next meeting of the Fund’s Board of Directors for approval or disapproval by a majority vote. While serious consideration and deference to the recommendations of the Disinterested Panel shall be given, the Board as a whole retains the final decision on any issue pertaining to a violation of this Code of Ethics for Financial Professionals. Violation of this Code of Ethics for Financial Professionals may subject Financial Professionals to reprimand, loss of Fund employment, or any other sanction which may lawfully be imposed by the Board.

WAIVER AND AMENDMENTS

No waiver1 or amendment to this Code of Ethics for Financial Professionals may be granted unless in writing and approved by the Board of Directors of the Fund. Such approval may only be obtained through the following process:

1 “Waiver” means the approval by the Fund of a material departure from a provision of the Code of Ethics.

1. Any proposed potential waiver or amendment to this Code of Ethics for Financial Professionals must first be brought by the Compliance Officer before a panel of the Fund’s Board members consisting of at least three (3) persons who are not “Interested Persons” defined under section 2(a)(19) of the Investment Company Act of 1940 (the “Disinterested Panel”). No Interested Persons may be part of the Disinterested Panel.

2. The Disinterested Panel shall review the proposal and either recommend approval or disapproval by a majority vote.

3. The Disinterested Panel’s recommendation will be presented at a meeting of the Fund’s Board, at which time the Board will evaluate and vote on the proposal. While the Fund’s Board as a whole retains the final decision as to approval or disapproval of any waiver or amendment to this Code of Ethics, it is expected that it will give serious consideration and deference to the recommendations of the Disinterested Panel.

All actions to be taken with respect to any waiver or amendment must be taken by the Disinterested Panel and the Board within a reasonable time. Any action required under this Code of Ethics for Financial Professionals to be taken at a meeting of the Board may instead be taken by unanimous written consent pursuant to the Fund’s bylaws.

Any waiver or amendment to this Code of Ethics for Financial Professionals must be disclosed by the Fund within five (5) business days after the action is approved by the Board. The Fund may either disclose the waiver or amendment on Form N-SAR or Form N-CSR, as applicable, or in the alternative, the Fund may use its Internet website as a method of disseminating the disclosure, but only if it previously has disclosed in its most recently filed Form N-SAR or Form N-CSR, as applicable, its intention to disclose these types of events on its Internet website and its Internet address is provided. This type of information must be available on the Fund’s website for a 12-month period, and the Fund must retain the information for a period of not less than six years following the end of the fiscal year in which the amendment or waiver occurred.

The Fund intends to take action within a reasonable time regarding a material departure from the provisions of this Code of Ethics for Financial Professionals that has been made known to an executive officer. Notwithstanding such intention, however, any implicit waiver2 by the Fund’s Board is also required to be disclosed.

December 31, 2012.

2 “Implicit waiver” means the Fund’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code of Ethics for Financial Professionals that has been made known to an executive officer.

Your Personal Commitment to the Fund’s Code of Ethics for Financial Professionals

(GRF---CCO---09)

I acknowledge that I have received and read the Fund’s Code of Ethics for Financial Professionals, dated December 31, 2012, and understand my obligations as a Financial Professional to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics for Financial Professionals does not constitute a contract of employment and violations may result in disciplinary action, including terminations of employment.

Please sign here:

Date:

Please print your name:

/s/ Luke E. Sims
Luke E. Sims
President and Chief Executive Officer (principal executive officer)

/s/ David C. Sims
David C. Sims
Chief Financial Officer (principal financial officer)