ELLSWORTH GROWTH & INCOME FUND LTD

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the ‘‘Board,’’ the members of which are referred to as ‘‘Trustees’’) of the Ellsworth Growth and Income Fund Ltd., a Delaware statutory trust (the ‘‘Fund’’), for use at the Annual Meeting of Shareholders of the Fund to be held on Monday, May 13, 2024, at 8:15 a.m., ET, at GAMCO Investors, Inc., One Corporate Center, 401 Theodore Fremd Avenue, Rye, New York, 10580 and virtually by Internet webcast (the ‘‘Meeting’’), and at any adjournments or postponements thereof. A Notice of Internet Availability of Proxy Materials will first be mailed to shareholders on or about April 3, 2024.

We are conducting a “hybrid” meeting - you may attend in person or virtually. Whether or not you plan to attend the Meeting in person, shareholders must register in advance by submitting the required information to the Fund at: http://Gabelli.com/CEFAnnualMeeting. Following registration, a shareholder will be provided with instructions regarding how to access the virtual Meeting, including the link for the Meeting.

Requests for registration must be received no later than 5:00 p.m., ET, on May 12, 2024. Shareholders will receive an email confirming their registration and providing instructions for participating in the Meeting. Any questions should be directed to CEFProxy@gabelli.com.

In addition to the solicitation of proxies by mail, officers of the Fund and officers and regular employees of Equiniti Trust Company, LLC (‘‘Equiniti’’), the Fund’s transfer agent, and affiliates of Equiniti or other representatives of the Fund may also solicit proxies by telephone, Internet, or in person. In addition, the Fund has retained Morrow Sodali LLC to assist in the solicitation of proxies for an estimated fee of $1,000 plus reimbursement of expenses. The Fund will pay the costs of the proxy solicitation and the expenses incurred in connection with preparing, printing, and mailing the Notice of Internet Availability of Proxy Materials and/or Proxy Statement and its enclosures. If requested, the Fund will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of its shares.

The Fund’s most recent annual report, including audited financial statements for the fiscal year ended September 30, 2023, is available upon request, without charge, by writing to the Secretary of the Fund, One Corporate Center, Rye, New York 10580-1422, calling the Fund at 800-422-3554, or via the Internet at www.gabelli.com.

If the proxy is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted ‘‘FOR’’ the election of the nominees as Trustees as described in this Proxy Statement, unless instructions to the contrary are marked thereon, and at the discretion of the proxy holders as to the transaction of any other business that may properly come before the Meeting. Any shareholder who has submitted a proxy has the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her shares or by submitting a letter of revocation or a later dated proxy to the Fund at the above address prior to the date of the Meeting.

A ‘‘quorum’’ is required in order to transact business at the Meeting. A quorum of shareholders is constituted by the presence or representation by proxy of the holders of one-third of the outstanding shares of the Fund entitled to vote at the Meeting, subject to a resolution of the Board specifying a greater or a lesser quorum requirement for the transaction of any item of business that properly comes before the Meeting. In the event a quorum is not present at the Meeting, or in the event that a quorum is present at the Meeting but sufficient votes to approve any of the proposed items are not received, the chairperson of the Meeting may propose one or more adjournments of such Meeting to permit further solicitation of proxies. If a quorum is present, a shareholder vote may be taken on one or more of the proposals in this Proxy Statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote ‘‘FOR’’ any proposal in favor of such adjournment and will vote those proxies required to be voted

‘‘AGAINST’’ any proposal against any such adjournment. Absent the establishment of a subsequent record date and the giving of notice to the holders of record thereon, the adjourned meeting must take place not more than 130 days after the record date. At such adjourned meeting, any business may be transacted which might have been transacted at the original Meeting. The Fund may postpone or cancel a meeting of shareholders, and if it does the Fund will make a public announcement of such postponement or cancellation prior to the meeting. The postponed meeting may not be held more than 130 days after the initial record date.

The close of business on March 15, 2024, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and all adjournments or postponements thereof.

The Fund has two classes of shares of beneficial interest outstanding: common shares, par value $0.01 per share (‘‘Common Shares’’), and 5.25% Series A Cumulative Preferred Shares (‘‘Series A Preferred’’) and Series B Cumulative Preferred Shares (‘‘Series B Preferred’’), each having a par value $0.01 per share (together, ‘‘Preferred Shares’’). The holders of the Common Shares and Preferred Shares are each entitled to one vote on each matter to properly come before the Meeting for each full share held. See ‘‘Additional Information—Delaware Statutory Trust Act—Control Share Acquisitions’’ for a discussion of the ability of holders of Common Shares and Preferred Shares that are ‘‘control shares’’ to vote such shares. On the record date, there were 13,790,740 Common Shares and 1,161,559 Series A Preferred and 1,303,000 Series B Preferred outstanding.

Set forth below is information as to those shareholders to the Fund’s knowledge that beneficially own 5% or more of a class of the Fund’s outstanding voting securities as of the record date.