EX-FILING FEES 11 ellsworth_ex99sviii.htm EXHIBIT (S)(VIII)

Exhibit (s)(viii)

Calculation of Filing Fee Tables

FORM N-2

(Form Type)

ELLSWORTH GROWTH & INCOME FUND LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price(1) | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be paid | Equity | Common Shares(2) | Rule 457(o) |  |  |  |  |  |  |  |  |
Fees to be paid | Equity | Preferred Shares(2) | Rule 457(o) |  |  |  |  |  |  |  |  |
Fees to be paid | Debt | Debt Securities(3) | Rule 457(o) |  |  |  |  |  |  |  |  |
Fees to be paid | Other | Subscription Rights(4) | Rule 457(o) |  |  |  |  |  |  |  |  |
Fees to be paid | Unallocated (Univseral) Shelf | Unallocated (Universal) Shelf | Rule 457(o) |  |  | $1,000,000 | .0001102 | $147.60 |  |  |  |
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A |  | N/A |  |  |  |
Carry Forward Securities
Carry Forward Securities | Equity | Common Shares | Rule 415(a)(6) |  |  | (5) |  |  | N-2 | 333-248511 | November 25, 2020 | (5)
Carry Forward Securities | Equity | Preferred Shares | Rule 415(a)(6) |  |  | (5) |  |  | N-2 | 333-248511 | November 25, 2020 | (5)
Carry Forward Securities | Debt | Debt Securities (3) | Rule 415(a)(6) |  |  | (5) |  |  | N-2 | 333-248511 | November 25, 2020 | (5)
Carry Forward Securities | Other | Subscription Rights(4) | Rule 415(a)(6) |  |  | (5) |  |  | N-2 | 333-248511 | November 25, 2020 | (5)
Carry Forward Securities | Other | Unallocated (Universal) Shelf | Rule 415(a)(6) |  |  | $[ ](5) |  |  | N-2 | 333-248511 | November 25, 2020 | $12,980
Total Offering Amounts |  | $1,000,000 |  | $147.60 |  |  |  |
Total Fees Previously Paid |  |  |  | – |  |  |  |
Total Fee Offsets |  |  |  | – |  |  |  |
Net Fee Due |  |  |  | $0 |  |  |  |

| (1) | Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement.

| (2) | There is being registered hereunder an indeterminate number of common shares and preferred shares as may be sold, from time to time.

(3) | There is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time. Debt securities may be issued at an original issue discount or at a premium.
(4) | There is being registered hereunder an indeterminate number of subscription rights as may be sold, from time to time, representing rights to purchase common shares and/or preferred shares.
(5) | Included as part of Unallocated (Universal) Shelf. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the Registrant is carrying forward $[ ] aggregate principal offering price of unsold securities (the “Unsold Securities”) that were previously registered for sale under a Registration Statement on Form N-2 (File No. 333-248511) initially filed on August 31, 2020, as amended on November 20, 2020, declared effective on November 25, 2020, and further amended on August 25, 2022 (the “Prior Registration Statement”). The Registrant previously paid filing fees in the aggregate of $12,980 relating to the securities registered on the Prior Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid with respect to the Unsold Securities will continue to be applied to such Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.