SEC Company Response from ELLSWORTH GROWTH & INCOME FUND LTD (ECF, ECF-PA) (CIK 0000793040) (ECF) — Nov 20, 2020
ELLSWORTH GROWTH & INCOME FUND LTD (ECF, ECF-PA) (CIK 0000793040)
Date: Nov. 20, 2020 · CIK: 0000793040 · Accession: 0001193125-20-299424
AI Filing Summary & Sentiment
File numbers found in text: 333-248511, 811-04656
Letter
VIA EDGAR Division of Investment Management 100 F Street N.E. Washington, DC RE: Ellsworth Growth and Income Fund Ltd. (File Nos.: 333-248511; 811-04656)
Dear Mr. Orlic:
Thank you for your oral comments provided on October 1, 2020 regarding your review of the registration statement on Form N-2 filed on August 31, 2020 (the “Registration Statement”) by Ellsworth Growth and Income Fund Ltd. (the “Fund”) with the U.S. Securities and Exchange Commission (the “SEC”). The Fund has considered your comments and authorized us to respond on its behalf as set forth below. Changes to the Registration Statement are reflected in Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement, which is being filed herewith.
Your oral comments are summarized in bold to the best of our understanding, followed by the Fund’s responses. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.
***
David Orlic
November 20, 2020
Page 2
Prospectus Summary
1. The first paragraph under the heading “Incorporation by Reference” on page 80 contains the following disclosure: “To obtain copies of these filings, see “Available Information” in this Prospectus.” Please revise this cross-reference to refer to the section titled “Additional Information” in the Prospectus.
The Fund has made the requested change in the Amendment.
2. Please either add the undertaking in Item 34.4 of Form N-2 regarding Rule 430A, or supplementally explain why it is not applicable.
The Fund respectfully submits that the undertaking in Item 34.4 of Form N-2 is not applicable because the Fund is not filing a registration statement permitted by Rule 430A. Rather, the prospectus filed as part of the Registration Statement omits information in accordance with Rule 430B. Accordingly, the Fund respectfully submits that no changes are necessary to the undertaking in Item 34.4 of Form N-2 as set forth in the Registration Statement.
* * * * * * *
Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617) 573-4814.
Best regards,
/s/ Kenneth E. Burdon
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CORRESP
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ELLSWORTH GROWTH & INCOME FUND LTD
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
DIRECT DIAL
617-573-4836
DIRECT FAX
617-305-4836
EMAIL ADDRESS
KENNETH.BURDON@SKADDEN.COM
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
TEL: (617) 573-4800
FAX: (617) 573-4822
www.skadden.com
November 20, 2020
FIRM/AFFILIATE
OFFICES
———
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
———
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
VIA EDGAR
David Orlic
Senior Counsel
Disclosure Review Office
Division of Investment Management
U.S. Securities and Exchange
Commission
100 F Street N.E.
Washington, DC
20549
RE:
Ellsworth Growth and Income Fund Ltd.
(File Nos.: 333-248511; 811-04656)
Dear Mr. Orlic:
Thank you for your oral
comments provided on October 1, 2020 regarding your review of the registration statement on Form N-2 filed on August 31, 2020 (the “Registration Statement”) by Ellsworth Growth and
Income Fund Ltd. (the “Fund”) with the U.S. Securities and Exchange Commission (the “SEC”). The Fund has considered your comments and authorized us to respond on its behalf as set forth below. Changes to the
Registration Statement are reflected in Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement, which is being filed herewith.
Your oral comments are summarized in bold to the best of our understanding, followed by the Fund’s responses. Capitalized terms not
otherwise defined herein have the meanings ascribed to them in the Registration Statement.
***
David Orlic
November 20, 2020
Page 2
Prospectus Summary
1.
The first paragraph under the heading “Incorporation by Reference” on page 80 contains the
following disclosure: “To obtain copies of these filings, see “Available Information” in this Prospectus.” Please revise this cross-reference to refer to the section titled “Additional Information” in the Prospectus.
The Fund has made the requested change in the Amendment.
2.
Please either add the undertaking in Item 34.4 of Form N-2 regarding
Rule 430A, or supplementally explain why it is not applicable.
The Fund respectfully submits that the undertaking
in Item 34.4 of Form N-2 is not applicable because the Fund is not filing a registration statement permitted by Rule 430A. Rather, the prospectus filed as part of the Registration Statement omits information
in accordance with Rule 430B. Accordingly, the Fund respectfully submits that no changes are necessary to the undertaking in Item 34.4 of Form N-2 as set forth in the Registration Statement.
* * * * * * *
Should you have
any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617) 573-4814.
Best regards,
/s/ Kenneth E. Burdon
Kenneth E. Burdon