United States
Securities and Exchange Commission
Washington, D.C. 20549
Form N-CSR
Certified Shareholder Report of Registered Management
Investment Companies
Investment Company Act file number: 811-05807
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, 2022
| ITEM 1. |
REPORT TO STOCKHOLDERS
|
Eagle Capital Growth Fund, Inc.
Annual Report
December 31, 2022
Top Ten Holdings (as of December 31, 2022)
|
Company
|
Market Value
|
Percentage of Portfolio
|
||||||
|
Berkshire Hathaway Inc. B
|
$
|
8,185,850
|
20.6
|
%
|
||||
|
Markel Corp.
|
$
|
2,200,208
|
5.5
|
%
|
||||
|
T. Rowe Price Group Inc.
|
$
|
1,864,926
|
4.7
|
%
|
||||
|
Franklin Resources, Inc.
|
$
|
1,846,600
|
4.7
|
%
|
||||
|
PepsiCo, Inc.
|
$
|
1,806,600
|
4.6
|
%
|
||||
|
Starbucks Corp.
|
$
|
1,785,600
|
4.5
|
%
|
||||
|
Diamond Hill Investment Group, Inc.
|
$
|
1,771,752
|
4.5
|
%
|
||||
|
Alphabet, Inc. A
|
$
|
1,676,370
|
4.2
|
%
|
||||
|
Colgate-Palmolive Company
|
$
|
1,654,590
|
4.2
|
%
|
||||
|
Illinois Tool Works Inc.
|
$
|
1,542,100
|
3.9
|
%
|
||||
Dear Fellow Shareholders,
2022 was a dismal year for investors. The S&P 500 (total return) index declined by 18.1%, amid Russia’s invasion of Ukraine, higher oil and gas prices, and rampant inflation. The technology heavy NASDAQ fell
32.3%. Our Fund managed to avoid much of the pain; our Net Asset Value (NAV) went down by just 3.7%. This shouldn’t come as a surprise since we have often noted that, while our Fund will lag the overall market in a strong up market, we do well in
a down to flat market. And this past year was further evidence of this phenomenon.
Well, in 2022, the world got a little more rational. A lot of air was taken out of the “new era” stocks like Tesla, Nvidia, and others.
We managed to avoid most of these problems. Are we prescient? Hardly. We’re just a little more attuned to risk and human behavior, particularly when fear and greed are involved. Every investor loves the idea of a
risk-free, above-market return; we know that this isn’t possible. We’re reminded of a situation that developed years ago, in which acquaintances were heavily invested in Puerto Rican bonds that offered above-market yields, in addition to being
tax-free. Since we understood some of the fundamental headwinds facing the Puerto Rican economy including, among others, deteriorating infrastructure, and a declining pharmaceutical manufacturing base, we couldn’t imagine anyone taking that risk.
Except, Puerto Rican bonds hadn’t previously defaulted and they continued to pay those above market returns for many years. Until, suddenly they didn’t. The fundamental problems existed for years, but it took a long time----perhaps decades----for
them to surface. Part of our role as investment advisors is to avoid major problems. That is, perhaps, at least half of our job.
We’ve repeatedly told you that we don’t attempt to predict what the stock market will do, from day-to-day, for this year, or for any other set time period. We do believe that, over an extended timeframe, owning
high-quality equities is the best place for investor capital. We try to think in decades----not days, months, or years.
As Warren Buffett has quipped in the past, “We’ve long felt that the only value of stock forecasters is to make fortune tellers look good.” And that certainly played out during the past year. The consensus of stock
market prognosticators at the end of 2021 was that the S&P 500 would end 2022 at the 4,825 level. Reality check---the S&P ended up at 3,839, a little more than 20% below that forecasted level. We particularly liked the Bank of America
forecast, which at the end of 2021 was looking at a 4,500 year-end target for the S&P (about a 15% miss on the upside), and mid-year was revised down to a dire 3,600, which turned out to be an approximate 7% miss on the downside. Why is
so much effort put into doing something that humans are incapable of succeeding at? Accordingly, we don’t estimate or forecast what the “market” is going to do; we focus on trying to identify high-quality companies that we can invest in for the
long term.
Berkshire Hathaway (BRK.B) is our largest Fund position, and it was up by single digits during 2022, contributing to the Fund’s performance. Berkshire Hathaway tends to have steadier performance than the general market
by virtue of its investments in noncyclical businesses, including insurance and utilities. Further, the shareholders of Berkshire Hathaway tend to be a steadier bunch, less affected by day-to-day headlines. We lightened up on Berkshire a little in
March when high prices prevailed; we are big fans of Berkshire, though it made sense, for diversification, to sell a little at the then-available price.
The Fund also benefitted from a White Mountains Insurance (WTM) issuer tender offer later in the year. At some point we’d love to be holders of WTM again, just as soon as the price cooperates (declines), and we can be
confident of a decent margin of safety.
The year did bring a little bad news. Our long-time Director Peggy Schmeltz died in December at age 95. Peggy was one of the Fund’s original Directors, and served faithfully for more than 30 years until the end of
her director’s term in 2021. We begged Peggy to stay on, but she thought that some shareholders might not like seeing in the Proxy Statement that one of Fund’s Directors was well into her 90s. Among other roles and duties, Peggy was a terrific
person and investor, and she will be missed.
One further news item. You will see that the Fund has new auditors. There is no real news here. Our long-time auditors, Plante & Moran PLLC, concluded that, with personnel losses and other internal issues,
continuing its relationship with the Fund didn’t make sense. We are fortunate to have Cohen & Company, Ltd (“Cohen”) in their place. Some of us have had prior personal experience with the Cohen people, and we’re confident that this will be a
wonderful long-term relationship. The Fund doesn’t like to disturb long-term relationships. We were fortunate to have an excellent relationship with Plante & Moran for 19 years, and we look forward to an even longer relationship with Cohen.
As always, we love hearing from Fund shareholders. As we remind you every year, we won’t comment on any Fund portfolio purchase or sale that hasn’t been publicly reported, or that is contemplated. With that one
important 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 4, 2023
|
1-year
|
5-year
|
10-year
|
||||||||||
|
Net Asset Value Return
|
-3.73
|
%
|
8.94
|
%
|
11.04
|
%
|
||||||
|
Market Price Return
|
-6.57
|
%
|
8.62
|
%
|
10.09
|
%
|
||||||
Returns are annualized average returns for periods greater than one year.
Disclosures:
The Fund has not had a public offering of shares during the period covered; shareholders and potential shareholders should not confuse the Eagle Capital Growth Fund (“Fund”) with investment funds that have ongoing share
offerings.
Past performance does not guarantee future performance.
The table and graph do not reflect the deduction of taxes an investor would pay on Fund distributions or the sale of Fund shares. Likewise, the S&P 500 Index information does not factor in taxes on dividends nor the
impact of realized gains had an investor owned the underlying index securities.
Reinvestment in Fund shares is calculated at the price received by participants of the Fund’s Dividend Reinvestment Plan (“DRIP”), which may understate Fund performance; however, this price is the best proxy for
characterizing an investment in the Fund with cash dividends reinvested.
The S&P 500 Index is included as an equity comparable; however, the Fund holds short-term investments and cash, with different returns and a different impact on Fund returns.
The Fund’s return can be estimated using net asset value (NAV) or market price. Net asset value is used for the graph.
The Fund has a total return fundamental investment objective. The S&P 500 Index has no fundamental investment objective.
Eagle Capital Growth Fund, Inc.
Statement of Assets and Liabilities
As of December 31, 2022
|
Assets
|
||||||||
|
Investments--at market value (cost $23,641,843)
|
$
|
39,700,735
|
||||||
|
Dividends receivable
|
63,457
|
|||||||
|
Prepaid fees
|
13,563
|
|||||||
|
Total assets
|
$
|
39,777,755
|
||||||
|
Liabilities
|
||||||||
|
Accounts payable
|
$
|
2,247
|
||||||
|
Accrued expenses
|
32,500
|
|||||||
|
Investment advisor fee payable
|
29,410
|
|||||||
|
Total liabilities
|
$
|
64,157
|
||||||
|
Total net assets
|
$
|
39,713,598
|
||||||
|
Net Assets are Comprised of:
|
||||||||
|
Paid-in capital
|
||||||||
|
Common stock - $0.001 par value per share; 50,000,000 shares authorized, outstanding 3,967,836 shares
|
23,638,642
|
|||||||
|
Distributable earnings
|
16,074,956
|
|||||||
|
Total net assets
|
$
|
39,713,598
|
||||||
|
Net asset value per share
|
$
|
10.01
|
||||||
See Notes to Financial Statements.
Eagle Capital Growth Fund, Inc.
Statement of Operations
For the Year Ended December 31, 2022
|
Investment Income
|
||||||||||||
|
Dividends
|
$
|
585,149
|
||||||||||
|
Interest
|
40,682
|
|||||||||||
|
Total investment income
|
$
|
625,831
|
||||||||||
|
Expenses
|
||||||||||||
|
Advisory fees
|
$
|
300,441
|
||||||||||
|
Legal fees
|
10,763
|
|||||||||||
|
Insurance
|
13,564
|
|||||||||||
|
Transfer agent
|
49,281
|
|||||||||||
|
Directors’ fees and expenses
|
89,750
|
|||||||||||
|
Custodian fees
|
9,152
|
|||||||||||
|
Audit/Tax fee
|
32,500
|
|||||||||||
|
Listing fee
|
15,000
|
|||||||||||
|
Other fees and expenses
|
23,991
|
|||||||||||
|
Total expenses
|
$
|
544,442
|
||||||||||
|
Net investment income
|
$
|
81,389
|
||||||||||
|
Realized Gain and Change in Unrealized Appreciation on Investments
|
||||||||||||
|
Realized gain on investments:
|
||||||||||||
|
Net realized gain on investments
|
$
|
1,336,088
|
||||||||||
|
Unrealized appreciation on investments:
|
||||||||||||
|
Net change in unrealized appreciation on investments
|
$
|
(3,223,386
|
)
|
|||||||||
|
Net realized gain and change in unrealized appreciation on investments
|
$
|
(1,887,298
|
)
|
|||||||||
|
Net decrease from operations
|
$
|
(1,805,909
|
)
|
|||||||||
See Notes to Financial Statements.
Eagle Capital Growth Fund, Inc.
Statements of Changes in Net Assets
|
Year Ended
December 31, 2021 |
Year Ended
December 31, 2022 |
|||||||
|
From Operations:
|
||||||||
|
Net investment income
|
$
|
127,714
|
$
|
81,389
|
||||
|
Net realized gain on investments
|
3,786,994
|
1,336,088
|
||||||
|
Net change in unrealized appreciation on investments
|
4,901,024
|
(3,223,386
|
)
|
|||||
|
Net increase (decrease) from operations
|
8,815,732
|
(1,805,909
|
)
|
|||||
|
Distributions to Shareholders from:
|
||||||||
|
Distributions
|
(3,871,898
|
)
|
(1,453,013
|
)
|
||||
|
From Capital Stock Transactions:
|
||||||||
|
Reinvested capital from distribution of shares
|
-
|
623,319
|
||||||
|
Share repurchases
|
(757,497
|
)
|
(680,000
|
)
|
||||
|
Decrease from capital stock transactions
|
(757,497
|
)
|
(56,681
|
)
|
||||
|
Total Net Assets:
|
||||||||
|
Beginning of year
|
38,841,883
|
43,029,202
|
||||||
|
End of year
|
$
|
43,029,202
|
$
|
39,713,598
|
||||
|
Shares:
|
||||||||
|
Shares outstanding at beginning of year
|
4,074,321
|
3,991,647
|
||||||
|
Shares issued, due to the distribution
|
--
|
61,189
|
||||||
|
Shares repurchased
|
(82,674
|
)
|
(85,000
|
)
|
||||
|
Shares outstanding at end of period
|
3,991,647
|
3,967,836
|
||||||
See Notes to Financial Statements.
Eagle Capital Growth Fund, Inc.
Financial Highlights
|
For the periods ended December 31:
|
2018
|
2019
|
2020
|
2021
|
2022
|
|||||||||||||||
|
Net asset value at beginning of year
|
$
|
9.14
|
$
|
8.15
|
$
|
9.21
|
$
|
9.53
|
$
|
10.78
|
||||||||||
|
Net investment income (A)
|
0.10
|
0.09
|
0.05
|
0.03
|
0.02
|
|||||||||||||||
|
Net realized gain and unrealized
|
||||||||||||||||||||
|
appreciation (loss) on investments
|
(0.52
|
)
|
1.61
|
0.82
|
2.15
|
(0.47
|
)
|
|||||||||||||
|
Total from investment operations
|
(0.42
|
)
|
1.70
|
0.87
|
2.18
|
(0.45
|
)
|
|||||||||||||
|
Distribution from:
|
||||||||||||||||||||
|
Net investment income
|
(0.08
|
)
|
(0.07
|
)
|
(0.06
|
)
|
(0.02
|
)
|
(0.03
|
)
|
||||||||||
|
Realized gains
|
(0.45
|
)
|
(0.46
|
)
|
(0.49
|
)
|
(0.95
|
)
|
(0.34
|
)
|
||||||||||
|
Total distributions
|
(0.53
|
)
|
(0.53
|
)
|
(0.55
|
)
|
(0.97
|
)
|
(0.37
|
)
|
||||||||||
|
Impact of capital share transactions
|
(0.04
|
)
|
(0.04
|
)
|
-
|
0.10
|
0.05
|
|||||||||||||
|
Net asset value at end of year
|
$
|
8.15
|
$
|
9.21
|
$
|
9.53
|
$
|
10.78
|
$
|
10.01
|
||||||||||
|
Per share market price, end of year
|
||||||||||||||||||||
|
last traded price
|
$
|
7.30
|
$
|
8.02
|
$
|
7.98
|
$
|
9.51
|
$
|
8.57
|
||||||||||
|
Total Investment Return:
|
||||||||||||||||||||
|
Average annual return, based on market value:
|
(1.44
|
%)
|
18.13
|
%
|
6.36
|
%
|
30.70
|
%
|
-6.57
|
%
|
||||||||||
|
Average annual return, based on net asset value:
|
(4.41
|
%)
|
21.35
|
%
|
10.75
|
%
|
24.05
|
%
|
-3.73
|
%
|
||||||||||
|
Net assets, end of year (000s omitted)
|
$
|
31,712
|
$
|
37,530
|
$
|
38,842
|
$
|
43,029
|
$
|
39,714
|
||||||||||
|
Ratios to average net assets (B):
|
||||||||||||||||||||
|
Expenses to average net assets
|
1.34
|
%
|
1.29
|
%
|
1.30
|
%
|
1.26
|
%
|
1.36
|
%
|
||||||||||
|
Net investment income to average net assets
|
1.10
|
%
|
0.95
|
%
|
0.57
|
%
|
0.30
|
%
|
0.20
|
%
|
||||||||||
|
Portfolio turnover (annualized)
|
42
|
%
|
26
|
%
|
19
|
%
|
5
|
%
|
10
|
%
|
||||||||||
|
Average commission paid per share
|
$
|
0.05
|
$
|
0.05
|
$
|
0.04
|
$
|
0.01
|
$
|
0.01
|
||||||||||
(A) Per share calculations for net investment income and gains are calculated using the average shares outstanding.
(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 for the year ended December 31, 2022 of less than 0.01%. For the years ended December 31, 2018, 2019, 2020, and 2021, 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, 2022)
|
Common Stock (92.7% of total investments)
|
||||||||||||||||
|
Industry
|
Shares
|
Cost
|
Fair Value
|
Percent of
Net Assets
|
||||||||||||
|
Advertising
|
||||||||||||||||
|
Alphabet, Inc. A*
|
19,000
|
$
|
1,643,795
|
$
|
1,676,370
|
|||||||||||
|
MediaAlpha, Inc.*
|
40,000
|
804,160
|
398,000
|
|||||||||||||
|
2,074,370
|
5.2
|
%
|
||||||||||||||
|
Bank
|
||||||||||||||||
|
JPMorgan Chase & Co
|
3,000
|
390,311
|
402,300
|
|||||||||||||
|
Wells Fargo & Co.
|
10,000
|
403,661
|
412,900
|
|||||||||||||
|
815,200
|
2.1
|
%
|
||||||||||||||
|
Brokerage
|
||||||||||||||||
|
Charles Schwab Corp.
|
10,000
|
337,286
|
832,600
|
|||||||||||||
|
832,600
|
2.1
|
%
|
||||||||||||||
|
Conglomerate
|
||||||||||||||||
|
Berkshire Hathaway Inc. B*
|
26,500
|
4,320,855
|
8,185,850
|
|||||||||||||
|
8,185,850
|
20.6
|
%
|
||||||||||||||
|
Consumer
|
||||||||||||||||
|
Colgate-Palmolive Company
|
21,000
|
626,458
|
1,654,590
|
|||||||||||||
|
Kimberly-Clark Corp.
|
3,500
|
352,236
|
475,125
|
|||||||||||||
|
Procter & Gamble Company
|
2,000
|
145,879
|
303,120
|
|||||||||||||
|
2,432,835
|
6.1
|
%
|
||||||||||||||
|
Credit Card
|
||||||||||||||||
|
Mastercard Inc
|
1,000
|
219,636
|
347,730
|
|||||||||||||
|
Visa Inc.
|
1,500
|
225,957
|
311,640
|
|||||||||||||
|
659,370
|
1.7
|
%
|
||||||||||||||
|
Data Processing
|
||||||||||||||||
|
Automatic Data Processing, Inc.
|
3,000
|
82,775
|
716,580
|
|||||||||||||
|
Paychex, Inc.
|
6,000
|
140,075
|
693,360
|
|||||||||||||
|
1,409,940
|
3.6
|
%
|
||||||||||||||
|
Drug/Medical Device
|
||||||||||||||||
|
Johnson & Johnson
|
4,000
|
45,500
|
706,600
|
|||||||||||||
|
Stryker Corp.
|
4,500
|
19,055
|
1,100,205
|
|||||||||||||
|
1,806,805
|
4.5
|
%
|
||||||||||||||
|
Food
|
||||||||||||||||
|
Kraft Heinz Company
|
29,000
|
772,000
|
1,180,590
|
|||||||||||||
|
PepsiCo, Inc.
|
10,000
|
168,296
|
1,806,600
|
|||||||||||||
|
2,987,190
|
7.5
|
%
|
||||||||||||||
|
Industrial
|
||||||||||||||||
|
Danaher Corporation
|
1,000
|
254,997
|
265,420
|
|||||||||||||
|
Illinois Tool Works Inc.
|
7,000
|
295,051
|
1,542,100
|
|||||||||||||
|
Waters Corp.*
|
2,000
|
100,780
|
685,160
|
|||||||||||||
|
2,492,680
|
6.3
|
%
|
||||||||||||||
|
Insurance
|
||||||||||||||||
|
Markel Corp.*
|
1,670
|
1,296,670
|
2,200,208
|
|||||||||||||
|
2,200,208
|
5.5
|
%
|
||||||||||||||
See Notes to Financial Statements.
Eagle Capital Growth Fund, Inc.
Portfolio of Investments (as of December 31, 2022), continued
|
Industry
|
Shares
|
Cost
|
Fair Value
|
Percent of
Net Assets
|
||||||||||||
|
Mutual Fund Management
|
||||||||||||||||
|
Diamond Hill Investment Group, Inc.
|
9,576
|
1,338,331
|
$
|
1,771,752
|
||||||||||||
|
Franklin Resources, Inc.
|
70,000
|
1,794,630
|
1,846,600
|
|||||||||||||
|
T. Rowe Price Group Inc.
|
17,100
|
2,257,154
|
1,864,926
|
|||||||||||||
|
$
|
5,483,278
|
13.8
|
%
|
|||||||||||||
|
Restaurant
|
||||||||||||||||
|
Starbucks Corp.
|
18,000
|
940,052
|
$
|
1,785,600
|
||||||||||||
|
$
|
1,785,600
|
4.5
|
%
|
|||||||||||||
|
Retail
|
||||||||||||||||
|
AutoZone Inc.*
|
600
|
319,026
|
$
|
1,479,708
|
||||||||||||
|
eBay Inc.
|
3,000
|
68,886
|
124,410
|
|||||||||||||
|
O'Reilly Automotive Inc.*
|
1,500
|
305,534
|
1,266,045
|
|||||||||||||
|
$
|
2,870,163
|
7.2
|
%
|
|||||||||||||
|
Technology Services
|
||||||||||||||||
|
Amazon.com Inc.*
|
9,000
|
1,064,151
|
$
|
756,000
|
||||||||||||
|
$
|
756,000
|
1.9
|
%
|
|||||||||||||
|
Total common stock investments (Cost $20,733,197)
|
$
|
36,792,089
|
||||||||||||||
|
Money Market Funds
|
||||||||||||||||
|
Morgan Stanley Inst. Liq. Fund, Treasury, Institutional Class, 3.94%**
|
$
|
2,908,646
|
7.3
|
%
|
||||||||||||
|
(Cost $2,908,646)
|
2,908,646
|
$
|
2,908,646
|
|||||||||||||
|
Total investments (Cost $23,641,843)
|
$
|
39,700,735
|
||||||||||||||
|
Other assets in excess of liabilities
|
12,863
|
|||||||||||||||
|
Total net assets
|
$
|
39,713,598
|
||||||||||||||
*Non-dividend paying security
**7-day yield
See Notes to Financial Statements.
Eagle Capital Growth Fund, Inc.
Notes to Financial Statements
|
(1)
|
Organization.
|
Eagle Capital Growth Fund, Inc., a Maryland corporation (“Fund”), began in 1989 with a total return investment objective. The Fund is a diversified closed-end investment company subject to the Investment Company Act of
1940. The Fund has opted into the Maryland Control Share Acquisition Act.
| (2) |
Significant Accounting Policies.
|
The Fund follows the accounting and reporting requirements of investment companies under ASC 946 (ASC 946-10-50-1) Financial Services- Investment Companies. The
policies followed by the Fund are in conformity with the accounting principles generally accepted in the United States of America (“GAAP”).
Security Transactions and Related Income—Dividends and distributions paid to the Fund from portfolio investments are recorded on the ex-dividend date. Investment security
purchases and sales are accounted for on a trade date basis. Interest income is accrued on a daily basis. Realized gains and losses are determined using the specific identification method.
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, 2022, the Fund has not held a security which required an illiquid pricing valuation.
Consistent with Rule 2a-5 under the Investment Company Act of 1940, the Fund’s board analyzes the risks associated with pricing for and valuation of investments as well as the suitability of the investments held.
Use of estimates—The preparation of financial statements in conformity with GAAP 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 increase (decrease) in operations during the reporting period. Actual results could differ from those estimates.
Federal income taxes—The Fund intends to continue to comply with the general qualification requirements of the Internal Revenue Code applicable to regulated investment companies
such as the Fund. The Fund distributes 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).
As of and during the fiscal year ended December 31, 2022, the Fund did not have any liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits
as income tax expense when incurred, reflected on the Statement of Operations. During the year, the Fund did not incur any interest or penalties. Management of the Fund has reviewed tax positions taken in tax year that remain subject to examination
by all major tax jurisdictions, including federal (i.e., the previous three tax year-ends and the interim tax period since, at applicable) and has concluded that no provision for unrecognize tax benefits or expenses is required in these financial
statements and does not expect this to change of the next twelve months.
Eagle Capital Growth Fund, Inc.
Notes to Financial Statements
The following information is based upon the Federal income tax basis of portfolio investments as of December 31, 2022:
|
Gross unrealized appreciation
|
$
|
17,627,624
|
||
|
Gross unrealized depreciation
|
(1,568,732
|
)
|
||
|
Net unrealized appreciation
|
$ | 16,058,892 | ||
|
Cost basis of securities on tax basis:
|
$
|
23,641,843
|
At December 31, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:
|
Undistributed ordinary income
|
$
|
16,064
|
||
|
Unrealized appreciation on investments
|
$
|
16,058,892
|
||
|
Total accumulated earnings
|
$
|
16,074,956
|
As of December 31, 2022, there were no book to tax differences in the cost of securities or components of distributable earnings.
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.
Repurchases—The Fund repurchases shares with the purpose of reducing total shares outstanding. The price paid for the repurchased shares is recorded to reduce common stock and
paid-in capital.
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.
| (3) |
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.
Eagle Capital Growth Fund, Inc.
Notes to Financial Statements
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.
| (4) |
Dividend Reinvestment and Cash Purchase Plan
|
The Fund has a Dividend Reinvestment and Cash Purchase Plan (“DRIP”) 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 October 14, 2022, a distribution of $0.37 per share aggregating $1,453,013 was declared from net investment income and net realized capital gains. The dividend was paid on December 14, 2022, to
shareholders of record on November 18, 2022. The tax character of distributions paid during 2021 and 2022 was as follows:
|
2021
|
2022
|
|||||||
|
Distributions paid from:
|
||||||||
|
Ordinary income
|
$
|
84,904
|
$
|
116,925
|
||||
|
Short term capital gains
|
-
|
934
|
||||||
|
Long-term capital gains
|
3,786,994
|
1,335,154
|
||||||
In 2021 and 2022, the distributions were paid in cash.
For more information about the Fund’s tax information, please refer to Note 2, Federal income taxes.
| (6) |
Fund Investment Transactions
|
For the year ended December 31, 2022, purchases and sales of securities, other than short-term securities, were $6,074,275 and $3,900,788, respectively.
Eagle Capital Growth Fund, Inc.
Notes to Financial Statements
| (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 market price and sold out of the Fund at the market 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.
| (8) |
Subsequent Events
|
Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date when these financial statements were published. Based upon this evaluation, there were
no items requiring adjustment of the financial statements or additional disclosure.
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 and liabilities, including the portfolio of investments, of Eagle Capital Growth Fund, Inc. (the “Fund”) as of December 31, 2022, the related statements of
operations and changes in net assets, the related notes, and the financial highlights for the year then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Fund as of December 31, 2022, and the results of its operations, the changes in its net assets, and financial highlights for year then ended, in conformity with accounting principles generally accepted in the United
States of America.
The Fund’s financial statements and financial highlights for the years ended December 31, 2021 and prior, were audited by other auditors whose report dated February 17, 2022, expressed an unqualified opinion on those
financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Fund 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement whether due to error or fraud.
Our audit 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 procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2022.
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 28, 2023
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 41
|
VP, CFO, CCO,
Treasurer, Secretary, and Director
|
Term of office expires 2024 (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 73
|
President, CEO and Director
|
Term of office expires 2025 (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)
|
||||||
|
Jason W. Allen, age 51
|
Director
|
Term of office expires 2023 (Class I); nominee for director. Served as a director since 2021.
|
Partner of Foley & Lardner LLP (law firm) where he has been a practicing corporate lawyer since 1999.
|
One
|
None
|
||||||
|
Robert M. Bilkie, Jr., age 62
|
Chairman; Director
|
Term of office expires 2023 (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 Better Investing Securities Review Committee and of the Better Investing Editorial Advisory Committee
(non-remunerative).
|
One
|
None
|
||||||
|
Phillip J. Hanrahan,
age 83
|
Director
|
Term of office expires 2023 (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 90
|
Director
|
Term of office expires 2024 (Class II). Served as a director since 1989.
|
Retired.
|
One
|
None
|
||||||
|
Anne M. Nichols, age 61
|
Director
|
Term of office expires 2024 (Class II). Served as a director since 2021.
|
Managing director at Fern Capital Inc, an investment advisor.
|
One
|
None
|
||||||
|
Donald G. Tyler,
age 70
|
Director
|
Term of office expires 2025 (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 77
|
Director
|
Term of office expires 2025 (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 2022. Directors’ fees are only payable to directors who are not officers of the Fund or affiliated with the Advisor. For
2022, Fund directors who are entitled to receive directors’ fees, received an annual retainer of $12,000, paid quarterly, together with $1,250, paid quarterly, for service on the Audit Committee. The Audit Committee Chairman received an additional
$750 annual retainer, paid quarterly. The fees for 2023 will be unchanged from 2022.
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 $300,441 by the Fund in 2022. 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 Vice-President, 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,
VP, CFO, CCO,
Treasurer, Secretary,
and Director |
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
|
|
Jason W. Allen,
Director
|
$12,000
|
None
|
None
|
$12,000
|
|
Robert M. Bilkie, Jr.,
Director
|
$12,000
|
None
|
None
|
$12,000
|
|
Phillip J. Hanrahan,
Director
|
$13,250
|
None
|
None
|
$13,250
|
|
Carl A. Holth,
Director
|
$13,250
|
None
|
None
|
$13,250
|
|
Anne M. Nichols,
Director
|
$12,000
|
None
|
None
|
$12,000
|
|
Donald G. Tyler,
Director
|
$13,250
|
None
|
None
|
$13,250
|
|
Neal F. Zalenko,
Director
|
$14,000
|
None
|
None
|
$14,000
|
Board of Directors
|
Jason W. Allen
Director
Fox Point, WI
|
Robert M. Bilkie, Jr.
Chairman of the Board
Northville, MI
|
Phillip J. Hanrahan
Director
Whitefish Bay, WI
|
|
|
|
|
|
Carl A. Holth
Director
Dearborn, MI
|
Anne M. Nichols
Director
Huntington Woods, MI
|
Luke E. Sims
President & CEO
Milwaukee, WI
|
|
|
|
|
|
David C. Sims
VP, Treasurer, CFO, CCO
Secretary & Director
Milwaukee, WI
|
Donald G. Tyler
Director
Whitefish Bay, 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 (1st) 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. The Fund has opted into the Maryland Control Share Acquisition Act.
Fund Stock Repurchases. The Fund is authorized 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. The Fund has authorized repurchases up to 1,000,000 shares, with 907,029 shares remaining under its current authorization.
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 15th 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 15th 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, 2023). 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 files a complete schedule of its portfolio holdings monthly with the Securities and Exchange Commission (SEC) on Form N-PORT, with the first and third calendar quarter
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 public forms 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 5, 2022 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 previously received various information with respect to the proposed continuation of the investment advisory agreement with the Advisor, including a handout in the Board “book” materials which
identified certain key issues for the Board to consider in evaluating Sims Capital Management LLC (“SCM”) as its Advisor. The Board reviewed these various factors in considering whether to retain SCM as its 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 to 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, SCM’s investment philosophy, 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. The Board regularly considers the various factors that are involved in such a decision. Overall, the Board understands and is satisfied with the investment philosophy and investment
performance of the Advisor. Given the relatively small size of the Fund vis-à-vis other closed-end and other mutual funds, the Advisor’s annual fee at 0.75% (75 basis points) of assets under management (AUM) is reasonable (and at the low end of the
range for other investment advisors of actively-managed equity funds). There are few economies of scale to be realized by the Fund (as a closed-end fund), primarily because the Fund is required to make distributions to its shareholders of its net
investment income and realized capital gains. Pursuant to this requirement, the Fund declared a distribution of $1.5 Million to its shareholders at the end of December 2022, thereby reducing AUM from slightly over $42 Million to approximately $40.7
Million. The Fund’s compliance with law and reporting with respect to the Securities and Exchange Commission and other governmental authorities is fine. The Fund’s execution of transactions (including cost) and portfolio turnover are excellent,
and clearly consistent with industry practice. As a general rule, the Board is satisfied with the Advisor’s personnel, including professional competence, conscientiousness, independence and overall communications.
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 Cohen & Company, Ltd $27,500 for the calendar year ended December 31, 2022, and Plante & Moran, PLLC $25,000 for the calendar year ended December 31, 2021.
Audit-Related Fees. The Fund did not pay Cohen & Company, Ltd or Plante & Moran, PLLC any audit-related fees in either of the last two calendar years.
Tax Fees. The Fund paid Cohen & Company, Ltd $5,000 for the calendar year ended December 31, 2022, and Plante & Moran, PLLC $5,000 for the calendar year ended December 31, 2021, 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 Cohen & Company, Ltd nor Plante & Moran, PLLC any other amounts in either of the last two calendar years.
“Audit fees” are fees paid by the Fund to Cohen & Company, Ltd or 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 Cohen & Company, Ltd or 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) Cohen & Company, Ltd and Plante & Moran, PLLC were 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 $3.0 million in assets under management as of December 31, 2022. 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, 2022, by Luke Sims is in excess of $1 million and by David Sims is in excess of $1 million.
| 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.
In June 2022, the Fund purchased 85,000 shares in a block purchase at $7.99 per share, or $680,000 including broker commission of $0.01 per share. The Fund had 907,029 shares remaining under its repurchase authorization.
| 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 2022 proxy statement.
| ITEM 11. |
CONTROLS AND PROCEDURES.
|
(i) As of February 28, 2023, 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: 3/16/2023
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, Vice-President, Chief Financial Officer, Chief Compliance Officer, and Secretary
Date: 3/16/2023
