Sub-Item 77C: Submission of matters to a vote of security holders

At Registrant's Annual Meeting of Shareholders held on January 13, 2006, the following proposals were voted upon:

The proposal to approve a new Investment Advisory Agreement with Davis- Dinsmore Management Company passed, as 6,190,195 shares voted for, 967,567 shares voted against, 311,084 shares abstained, and 1,179,405 shares were broker non-votes.

The proposal to eliminate the Fund's fundamental investment restriction related to investments in unseasoned issuers passed, as 5,947,552 shares voted for, 1,108,525 shares voted against, 412,769 shares abstained, and 1,179,405 shares were broker non-votes.

The proposed Agreement of Merger which provides for the reorganization of the Fund as a Delaware statutory trust was approved at an adjourned meeting held on February 13, 2006, as 6,329,212 shares voted for, 1,203,767 shares voted against, 513,858 shares abstained, and 1,002,831 shares were broker non- votes.

The proposal to amend the Articles of Incorporation that would give shareholders the right to tender their shares during the current fiscal year did not pass, as 2,038,349 shares voted for, 4,991,596 shares voted against, 438,901 shares abstained, and 1,179,405 shares were broker non-votes.

Sub-item 77D: Policies with respect to security investments

The Fund currently has a non-fundamental investment objective of investing primarily in convertible securities with the objectives of providing income and the potential for capital appreciation (which objectives the Fund considers to be relatively equal due to the nature of the securities in which it invests).

Also, the Fund currently has a fundamental investment policy providing that under normal market conditions it will invest at least 65% of its total assets in convertible securities (that is, bonds, debentures, corporate notes or preferred stock that are convertible into common stock) and common stock received upon conversion or exchange of securities and retained in the Fund's portfolio to permit orderly disposition or to establish long-term holding periods for federal income tax purposes.

The Fund has eliminated the following two non-fundamental policies:

(1) The Fund expects that a substantial majority of its assets will consist of convertible securities; and

(2) The Fund will invest, under normal circumstances, at least 80% of the value of its assets (consisting of net assets plus the amount of any borrowings for investment purposes) in convertible securities.

These non-fundamental changes became effective as of January 31, 2006. Fund shareholders were provided 60 days notice of these changes in November 2005.

Sub-Item 77M: Mergers

On February 17, 2006, Ellsworth Convertible Growth and Income Fund, Inc. , a Maryland corporation, (the "Company") changed its form of organization by merging with and into Ellsworth Fund Ltd., a Delaware statutory trust, (the "Trust"), pursuant to a plan of reorganization approved by the Company's shareholders on February 13, 2006. The reorganization was approved by the Directors of the Company on November 18, 2005 (See Item 77C for information on the shareholder vote.)

Sub-item 77Q1: Exhibits
(a) Trust agreement and declaration of trust

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
ELLSWORTH FUND LTD.

WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST of Ellsworth Fund Ltd., dated October 17, 2005, is hereby amended and restated effective as of January 16, 2006 among Gordon F. Ahalt, Elizabeth C. Bogan, Thomas H. Dinsmore, Donald M. Halsted, Duncan O. McKee, Robert J. McMullan, Jane D. O'Keeffe and Nicolas W. Platt, as the Trustees, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.
NOW, THEREFORE, the Trustees do hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement for the benefit of the Shareholders as herein set forth below.
ARTICLE I NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1 Name. The name of the statutory trust established hereby is Ellsworth Fund Ltd., and the Trustees may transact the Trust's affairs in that name. The Trust shall constitute a Delaware statutory trust in accordance with the Delaware Act.
Section 1.2 Definitions. Whenever used herein, unless otherwise required by the context or specifically provided:
(a) "Affiliated Person," "Company," "Person," and "Principal Underwriter" shall have the meanings given them in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretive releases of the Commission thereunder. The term "Commission" shall have the meaning given it in the 1940 Act;
(b) "Agreement" means this Agreement and Declaration of Trust, as it may be amended or amended and restated from time to time;
(c) "Bylaws" means the Bylaws referred to in Section 4.1(e), as from time to time amended;
(d) "Cause" means that a Trustee has been found, in a final determination, to have engaged in gross negligence, willful misconduct or fraud, to have committed a material breach of this Agreement or to have been convicted of a felony. For purposes of this definition, "final determination" means (i) a determination set forth in a binding settlement agreement signed by the Trustee alleged to have committed an act arguably justifying removal, (ii) if judicial relief is permitted hereunder, a final judicial determination, not subject to further appeal, by a court of competent jurisdiction, or (iii) if arbitration is required by applicable law, a final arbitral determination not subject to further review;
(e) "Class" means a portion of Shares of the Trust established in accordance with the provisions of Sections 2.3;
(f) "Common Shares" has the meaning specified in Sections 2.3;
(g) "Covered Person" means a person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trustees as a director, trustee, partner, officer, employee or agent of a corporation, trust, partnership, joint venture or other enterprise;
(h) The "Delaware Act" refers to the Delaware Statutory Trust Act, 12 Del. C. ss 3801 et seq., as the same may be amended from time to time;
(i) "Exempt Conversion" means a conversion of the Trust or a class thereof where, after giving effect to such conversion, based on the number of Outstanding Shares as of the date selected by the Trustees, the Shareholders of the Trust or such Class will have the majority of the outstanding shares of the converted Company or Class, as the case may be;
(j) "Exempt Dissolution" means the dissolution of the Trust or Class thereof where, as of the date on which the Trustees have determined to so dissolve the Trust or such Class, there are fewer than 100 holders of record of the Trust or of such dissolving Class;
(k) "Exempt Merger" means a merger or consolidation of the Trust or any Class thereof with or into another Company where either (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Class will have a majority of the outstanding shares of the surviving Company or Class, as the case may be;
(l) "Exempt Sale" means a sale, lease or exchange of all or substantially all the assets of the Trust to any Person where the primary purpose of such sale is to change the Trust's domicile or form of organization;
(m) "Fund complex" has the meaning specified in Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time;
(n) "Governing Instrument" means collectively this Agreement, the Bylaws, all amendments to this Agreement and the Bylaws, all written committee charters adopted by the Trustees, and every resolution of the Trustees or any committee of the Trustees that by its terms is incorporated by reference into this Agreement or stated to constitute part of the Trust's Governing Instrument;
(o) "Independent Trustees" shall mean the trustees of the Trust who are not "interested persons," as defined in the 1940 Act;
(p) "Majority Shareholder Vote" means "the vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Trust or Class, as applicable;
(q) "Majority Trustee Vote" means the vote of a majority of the total number of Trustees then holding office;
(r) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time, and the rules promulgated thereunder;
(s) "Outstanding Shares" means Shares shown on the books of the Trust or the Trust's transfer agent as then issued and outstanding, but excludes Shares of the Trust that the Trust has redeemed or repurchased;
(t) "Principal Shareholder" has the meaning specified in Section 6.2(b);
(u) "Shareholder" means a record owner of Outstanding Shares of the Trust;
(v) "Shares" means, as to the Trust or Class thereof, the equal proportionate transferable units of beneficial interest into which the beneficial interest of the Trust or such Class thereof shall be divided and may include fractions of Shares in 1/1000th of a Share or integral multiples thereof as well as whole Shares;
(w) The "Trust" means Ellsworth Fund Ltd., the Delaware statutory trust established hereby;
(x) The "Trustees" means the individuals who have signed this Agreement as trustees so long as they shall continue to serve as trustees of the Trust in accordance with the terms hereof, and all other individuals who may from time to time be duly appointed as Trustee in accordance with the provisions of Section 3.4, or elected as Trustee by the Shareholders, and reference herein to a Trustee or to the Trustees shall refer to such individuals in their capacity as Trustees hereunder; and
(y) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust.
Section 1. Purpose. The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act by investing primarily in securities and other Trust Property and to carry on such other business as the Trustees may from time to time determine pursuant to their authority under this Agreement.
Section 1.4 Certificate of Trust. Immediately upon the execution of this Agreement, the Trustees shall file a Certificate of Trust in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.
ARTICLE II BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest. The Trust is authorized to issue shares of beneficial interests. The beneficial interests of the Trust shall be divided into an unlimited number of Shares, with par value of $0.01 per Share. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares. Except as otherwise provided for herein, the Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares, in addition to the then issued and Outstanding Shares, to such party or parties and for such amount and type of consideration, subject to applicable law, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed or repurchased as, whole Shares and/or 1/100th of a Share or integral multiples thereof.
Section 2.3 Establishment of Classes. The Trust shall initially have one Class, with an unlimited number of Shares. The Trustees hereby establish and designate, as the Trust's initial Class, Shares, having the powers, preferences, rights, qualifications, limitations and restrictions described in Sections 2.5 and 2.6 (the "Common Shares").
Section 2.4 Actions Affecting Classes. Subject to the right of Shareholders, if any, to vote pursuant to Section 6.1 and except as otherwise provided for herein, the Trustees shall have full power and authority, in their sole discretion without obtaining any prior authorization or vote of the Shareholders of the Trust or any Class thereof, to establish and designate and to change in any manner any Class of the Trust; to fix or change such preferences, voting powers, rights, and privileges of any Class, as the Trustees may from time to time determine, including any change that may adversely affect a Shareholder; to divide or combine the Shares of any Class into a greater or lesser number; to classify or reclassify or convert any issued Shares of any Class thereof into one or more Classes of Shares of the Trust; and to take such other action with respect to the Shares as the Trustees may deem desirable. The Trust and any Class thereof may issue any number of Shares but need not issue any Shares. At any time there are no Outstanding Shares of any Class previously established and designated, the Trustees may abolish such Class and the establishment and designation thereof.
Section 2.5 Relative Rights and Preferences. Unless any resolution adopted pursuant to Section 2.3 otherwise provides, Shares of the Class thereof established hereunder shall have the following relative rights and preferences:
(a) Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or other Class.
(b) Shares redeemed or repurchased by the Trust shall be deemed to be canceled.
(c) The Trust may issue Shares in fractional denominations of 1/100th of a Share or integral multiples thereof to the same extent as its whole Shares, and Shares in fractional denominations shall be Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares of the same Class, including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate in distribution of Trust property upon termination of the Trust, but excluding the right to receive a certificate representing fractional Shares. All references to Shares in this Agreement shall be deemed to be shares of any Class of the Trust. All provisions herein relating to the Trust shall apply to the Class thereof, except as the context otherwise requires.
Section 2.6 Additional Rights and Preferences of Common Shares.
(a) Each Common Share shall represent an equal pro rata interest in the assets belonging to the Trust and shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications and designations and terms and conditions with each other Common Share.
(b) In the event of the termination of the Trust the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust.
(c) The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Trustees in their discretion may determine.
(d) Dividends or other distributions, when, as and if declared by the Trustees, shall be shared equally by the holders of Common Shares on a Share for Share basis. The Trustees may direct that any dividends or other distributions or any portion thereof as declared and distributed shall be paid in cash to the holder, or, alternatively, may direct that any such dividends be reinvested in full and fractional Shares of the Trust, if such holder elects to have them reinvested.
(e) Common Shares may be issued from time to time, without the vote of the Shareholders (or, if the Trustees in their sole discretion deem advisable, with the vote of Shareholders), either for cash or for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the Trustees, from time to time, may deem advisable, and the Trust may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of liabilities).
Section 2.7 Investment in the Trust. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees from time to time may authorize. At the Trustees' sole discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the Trust is authorized to invest, valued as provided in applicable law. Each such investment shall be recorded in the individual Shareholder's account in the form of full and fractional Shares of the Class.
Section 2.8 Personal Liability of Shareholders. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. The Shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust shall include a recitation limiting the obligation represented thereby to the Trust and the assets belonging thereto (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust or otherwise limit any benefits set forth in the Delaware Act that may be applicable to such Persons).
Section 2.9 Assent to Agreement. Every Shareholder, by virtue of having purchased a Share, shall be held to have expressly assented to, and agreed to be bound by, the terms hereof. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor, except as required by applicable law, entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to rights of said decedent under the Governing Instrument.
ARTICLE III THE TRUSTEES
Section 3.1 Management of the Trust. The Board of Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Agreement. The Board of Trustees shall have power to conduct the business of the Trust and carry on their operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any and all foreign jurisdictions and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Trustees.
The enumeration of any specific power in this Agreement shall not be construed as limiting the aforesaid power. The powers of the Board of Trustees may be exercised without order of or resort to any court or other authority.
Section 3.2 Trustees. The number of Trustees on the Board of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees; provided, however, that the number of Trustees shall in no event be less than three (3) nor more than ten (10). The Trustees as of the date hereof are those first identified above. A majority of the Trustees shall be Independent Trustees.
Section 3.3 Classification of Board; Terms of Office of Trustees.
(a) The Board of Trustees shall be classified, with respect to their respective terms of office, into three classes: Class I, Class II and Class III. The number of Trustees in each Class shall be as nearly equal in number as reasonably possible. The Trustees in each Class shall hold office until their successors are elected and qualified. Each member of the Board of Trustees in Class I shall hold office until the meeting of Shareholders to elect Trustees in 2009; each member of the Board of Trustees in Class II shall hold office until the meeting of Shareholders to elect Trustees in 2007; and each member of the Board of Trustees in Class III shall hold office until the meeting of Shareholders to elect Trustees in 2008. At each meeting of the Shareholders to elect Trustees, the successors to the Class of Trustees whose terms expire at that meeting shall be elected to hold office for a term of three years and until the election and qualification of their respective successors. As of the date of this Amended and Restated Agreement and Declaration of Trust, the Trustees in Class I are Jane D. O'Keeffe and Robert J. McMullan. The Trustees in Class II are Gordon F. Ahalt, Elizabeth C. Bogan and Nicolas W. Platt. The Trustees in Class III are Thomas H. Dinsmore, Donald M. Halsted and Duncan O. McKee. The Board of Trustees shall, by one or more resolutions, further classify any additional Trustees. Each such resolution is hereby incorporated herein by this reference and made a part of the Governing Instrument whether or not expressly stated in such resolution, and shall be effective upon the occurrence of the date stated therein (or, if no such date is stated, upon the date of such adoption).
(b) For the duration of their terms, the Trustees shall hold office during the lifetime of this Trust, and until its termination as herein provided; except that (A) any Trustee may resign his trusteeship or may retire by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (B) any Trustee may be removed at any time by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (C) any Trustee who has died, become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; (D) a Trustee may be removed for Cause at any meeting of the Shareholders as provided for in Section 6.2(a)(7); and (E) a Trustee shall be retired in accordance with the terms of any retirement policy adopted by the Trustees and in effect from time to time.
Section 3.4 Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the determination of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than three (3) Trustees. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation, or removal of a Trustee, or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the expected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.4 or elected by the Shareholders shall have agreed in writing to be bound by the terms of the Agreement, the Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder.
Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder.
Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The declination to serve, death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Agreement.
Section 3.7 Ownership of Assets of the Trust. Legal title in all of the assets of the Trust and the right to conduct any business shall at all times be considered as vested in the Trust, except that the Trustees may cause legal title to any Trust Property to be held in the name of any Person as nominee. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the assets of the Trust. The Shares shall be personal property giving only the rights specifically set forth in this Agreement or the Delaware Act.
ARTICLE IV POWERS OF THE TRUSTEES
Section 4.1 Powers. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. Without limiting the foregoing and subject to any applicable limitation in this Agreement or the Bylaws of the Trust, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested, without in any event being bound or limited by any present or future law or custom in regard to investments by Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;
(b) To operate as, and to carry on the business of, an investment company, and to exercise all the powers necessary and appropriate to the conduct of such operations;
(c) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation or engagement of any other Person and to lend Trust Property;
(d) To provide for the distribution of Shares in connection with an offering of the Trust's securities either through a principal underwriter or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;
(e) To adopt Bylaws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve such right to the Shareholders; such Bylaws shall be deemed incorporated and included in this Agreement;
(f) To elect and remove such officers and appoint and terminate such agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other domestic or foreign entities as custodians of any assets of the Trust subject to any conditions set forth in this Agreement or in the Bylaws;
(h) To retain one or more transfer agents and shareholder servicing agents;
(i) To set record dates in the manner provided herein or in the Bylaws;
(j) To delegate such authority as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor;
(k) To sell or exchange any or all of the assets of the Trust, subject to the right of Shareholders, if any, to vote on such transaction pursuant to Section 6.1;
(l) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies and powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustee shall deem proper;
(m) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trust or a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual practice of Delaware statutory trusts or investment companies;
(o) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust;
(p) To engage in Exempt Conversions, Exempt Mergers, Exempt Sales and Exempt Terminations;
(q) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes;
(r) To declare and pay dividends and make distributions of income and of capital gains and capital to Shareholders in the manner hereinafter provided;
(s) To establish, from time to time, a minimum investment for Shareholders in any Class;
(t) To redeem or repurchase Shares as provided for in this Agreement, upon such terms and conditions as the Trustees shall establish;
(u) To establish one or more committees, to delegate any of the powers of the Trustees to said committees and to adopt a written charter for one or more of such committees governing its membership, duties and operations and any other characteristics as the Trustees may deem proper, each of which committees and may consist of less than the whole number of Trustees then in office, and may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office;
(v) To interpret the investment policies, practices or limitations of the Trust;
(w) To establish a registered office and have a registered agent in the State of Delaware; and
(x) In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust. No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
Section 4.2 Issuance, Redemption and Repurchase of Shares. The Trustees shall have the power to issue, sell, redeem, repurchase, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such redemption, repurchase, retirement, cancellation or acquisition of Shares any funds or property of the Trust.
Section 4.3 Action by the Trustees. The Board of Trustees or any committee thereof shall act by majority vote of those present at a meeting duly called as set forth in the Bylaws at which a quorum required by the Bylaws is present. Any action that may be taken by the Board of Trustees or any committee or sub-committee thereof by majority vote at a meeting duly called and at which a quorum required by the Bylaws is present, may also be taken by written consent of at least seventy-five percent (75%) of the Trustees or members of the committee or sub-committee, as the case may be, without a meeting, provided that the writing or writings are filed with the minutes of proceedings of the Board or committee or sub-committee. Written consents or waivers of the Trustees may be executed in one or more counterparts. Any written consent or waiver may be provided and delivered to the Trust by any means by which notice may be given to a Trustee. Subject to the requirements of this Agreement and the 1940 Act, the Trustees by Majority Trustee Vote may delegate to any Trustee or Trustees or committee authority to approve particular matters or take particular actions on behalf of the Trust.
Section 4.4 Principal Transactions. The Trustees may buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, distributor, or transfer agent for the Trust or with any Affiliated Person of such Person; and the Trust may employ any such Person, or firm or Company in which such Person is an Affiliated Person, as broker, legal counsel, registrar, investment adviser, distributor, administrator, transfer agent, dividend disbursing agent, custodian, or in any capacity upon customary terms, subject in all cases to applicable laws, rules, and regulations and orders of regulatory authorities.
Section 4.5 Payment of Expenses by the Trust. The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, and to charge or allocate to, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or Class, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, investment adviser and manager, administrator, principal underwriter, auditors, counsel, custodian, transfer agent, dividend plan agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.
Section 4.6 Trustee Compensation. The Trustees as such shall be entitled to reasonable compensation from the Trust. They may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, administrative, legal, accounting, investment banking, underwriting, brokerage, or investment dealer or other services and the payment for the same by the Trust.
Section 4.7 Independent Trustee. A Trustee who is an "Independent Trustee," as that term is defined in the Delaware Act, shall be deemed to be independent and disinterested for all purposes when making any determinations or taking any action as a Trustee.
ARTICLE V INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS
Section 5.1 Investment Adviser. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust whereby the other party or parties to such contract or contracts shall undertake to furnish the Trustees with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine.
The Trustees may authorize the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon among the Trustees, the investment adviser and sub-adviser. Any references in this Agreement to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.
Section 5.2 Other Service Contracts. The Trustees may authorize the engagement of a principal underwriter, transfer agent, administrator, custodian, and similar service providers.
Section 5.3 Parties to Contract. Any contract of the character described in Sections 5.1 and 5.2 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract.
Section 5.4 Miscellaneous. The fact that (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter or agent of or for any Company or of or for any parent or affiliate of any Company, with which an advisory or administration contract, or principal underwriter's or transfer, shareholder servicing, custodian or other agency contract may have been or may hereafter be made, or that any such Company, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any Company with which an advisory or administration contract or principal underwriter's or transfer, shareholder servicing, custodian, or other agency contract may have been or may hereafter be made also has an advisory or administration contract, or principal underwriter's or transfer, shareholder servicing, custodian or other agency contract with one or more other companies, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE VI SHAREHOLDERS' VOTING POWERS, GENERAL VOTING STANDARDS AND MEETING
Section 6.1 Voting Powers . The Shareholders shall have power to vote only to:
(a) elect Trustees in accordance with Sections 3.2 and 3.3, provided that a meeting of Shareholders has been called for that purpose;
(b) approve any of the actions or transactions described in Section 6.2 of this Agreement, provided that the provisions of Section 6.2 apply to any such actions or transactions; and
(c) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when otherwise required by this Agreement or by applicable law. Cumulative voting shall not be permitted in the election of Trustees. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote.
Section 6.2 Voting Requirements for Certain Actions and Transactions.
(a) Notwithstanding any other provision of this Agreement, and subject to the exceptions provided in Section 6.2(b), each of the following actions and transactions shall require the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon:
(1) the conversion of the Trust from a closed-end investment company to an open-end investment company;
(2) the merger or consolidation of the Trust or Class thereof with or into another Company other than an Exempt Merger;
(3) the issuance by the Trust, in one transaction or in a series of transactions, of any securities of the Trust having an aggregate value of five percent (5%) or more of the total value of the Outstanding Shares to any Principal Shareholder for cash;
(4) the sale, lease or exchange of all or substantially all the assets of the Trust to any Person, other than an Exempt Sale;
(5) the dissolution of the Trust or Class thereof (other than an Exempt Dissolution);
(6) any amendment to this Agreement that makes the Shares a "redeemable security" as that term is defined in the 1940 Act;
(7) the removal of one or more Trustees for Cause by the Shareholders, provided that a meeting of Shareholders has been called for that purpose;
(8) any amendment to Section 3.3 of this Agreement that would have the effect of eliminating the classification of the Board of Trustees with respect to their terms of office;
(9) any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders; and
(10) any amendment or alteration to, or any repeal of the provisions of, this Article VI. The voting requirements set forth in this Section 6.2(a) shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law, by any agreement between the Trust and any national securities exchange, or by this Agreement.

(b) In the case of any action or transaction set forth in Sections 6.2(a)(1) through 6.2(a)(6) above, the approval, adoption, or authorization of the action or transaction in question shall require a Majority Shareholder Vote rather than the affirmative vote or consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon as provided for in Section 6.2(a) if the action or transaction in question has previously been approved, adopted, or authorized by both the affirmative vote of two-thirds of the total number of Trustees and the affirmative vote of two-thirds of the Trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act.
(c) The vote necessary to approve all matters other than those described in Sections 6.2(a) and 6.2(b) shall be set forth in the Bylaws.
(d) For purposes of this Section 6.2, the term "Principal Shareholder" shall mean any corporation, person, entity, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended), which is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the Outstanding Shares of the Trust and shall include any affiliate or associate, as such terms are defined in clause (2) below, of a Principal Shareholder. In calculating the number of Shares beneficially owned by a Shareholder, in addition to the Shares which a corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise or (2) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (1) above), by any other corporation, person, entity, or group with which it or its "affiliate" or "associate," as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its "affiliate" or "associate" as so defined. In calculating the number of Outstanding Shares of the Trust, Outstanding Shares of the Trust shall not include Shares deemed owned through application of clause (1) above.
ARTICLE VII DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES
Section 7.1 Distributions. The Trustees may from time to time declare and pay dividends and make other distributions with respect to any Class, which may be from income, capital gains or capital. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees. Dividends and other distributions may be paid pursuant to a standing resolution adopted once or more often as the Trustees determine. All dividends and other distributions on Common Shares shall be distributed pro rata to the holders of Common Shares in proportion to the number of Common Shares they held on the record date established for such payment, provided that such dividends and other distributions on Common Shares shall appropriately reflect expenses allocated to the Common Shares. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash payment plans, or similar plans as the Trustees deem appropriate.
Section 7.2 Redemptions of Shares by the Trustees. The Trustees may, at their option, call for the redemption of the Shares of any Person or may refuse to transfer or issue Shares to any Person to the extent that the same is necessary to comply with applicable law or advisable to further the purposes for which the Trust is formed. To the extent permitted by law, the Trustees may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the Trust.
Section 7.3 Repurchases by the Trust. The Trust may, at the discretion of the Trustees, repurchase its Shares upon such terms and conditions as are established by the Trustees, subject to any applicable provisions of the 1940 Act and other applicable federal or state securities laws.
ARTICLE VIII LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability. A Trustee or officer of the Trust, when acting in such capacity, shall not be personally liable to any person for any act, omission or obligation of the Trust or any Trustee or officer of the Trust; provided, however, that nothing contained herein or in the Delaware Act shall protect any Trustee or officer against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust.
Section 8.2 Indemnification of Covered Persons. Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Section 8.3 Indemnification of Shareholders. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of his being or having been a Shareholder of the Trust or any Class and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets of the Trust, to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Trust shall upon request by the Shareholder, assume the defense of any such claim made against the Shareholder for any act or obligation of the Trust.
ARTICLE IX MISCELLANEOUS
Section 9.1 Trust Not a Partnership; Taxation. It is hereby expressly declared that a trust and not a partnership is created hereby. No Trustee hereunder shall have any power to bind personally either the Trust's officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees in their capacity as such shall look only to the assets of the Trust for payment under such credit, contract or claim; and neither the Shareholders, the Trustees, nor the Trust's officers nor any of the agents of the Trustees whether past, present or future, shall be personally liable therefor.
It is intended that the Trust be classified for income tax purposes as an association taxable as a corporation, and the Trustees shall do all things that they, in their sole discretion, determine are necessary to achieve that objective, including (if they so determine), electing such classifications on Internal Revenue Form 8832. The Trustees, in their sole discretion and without the vote or consent of the Shareholders, may amend this Agreement to ensure that this objective is achieved.
Section 9.2 Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article VIII and to Section 9.1, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Agreement, and subject to the provisions of Article VIII and Section 9.1, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.
Section 9.3 Dissolution of Trust or Class.
(a) Unless dissolved as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders, subject to the right of Shareholders, if any, to vote pursuant to Section 6.1. A Class may be dissolved at any time by the Trustees by written notice to the Shareholders of the Trust or such Class, subject to the right of Shareholders, if any, to vote pursuant to Section 6.1.
(b) On dissolution of the Trust pursuant to paragraph (a) above,
(1) the Trust thereafter shall carry on no business except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the Trust, and all powers of the Trustees under this Agreement with respect thereto shall continue until such affairs have been wound up, including the powers to fulfill or discharge the contracts of the Trust, (ii) collect its assets or the assets belonging thereto, (iii) sell, convey, assign, exchange, or otherwise dispose of all or any part of those assets to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind, (iv) discharge or pay its liabilities, and
(v) do all other acts appropriate to liquidate its business, and
(3) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining assets ratably among the Shareholders of the Trust.
(c) On dissolution of the Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of the Class,
(2) the Trustees shall do all other acts appropriate to dissolve the Class, and
(3) the Trustees shall distribute ratably among the Shareholders of the Class, in cash or in kind, an amount equal to the proportionate interest of the Class in the net assets of the Trust (after taking into account fees, expenses, or charges allocable thereto), and in connection with any such distribution in cash the Trustees are authorized to sell, convey, assign, exchange or otherwise dispose of such assets of the Trust of which the Class is a part as they deem necessary.
(d) On completion of distribution of the remaining assets pursuant to paragraph (b)(3) above (or the proportionate interest of the Class in the net assets of the Trust pursuant to paragraph (c)(3) above), the Trust or the Class shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto and the rights and interests of all parties therein shall be cancelled and discharged. Following completion of winding up of all of the Trust's business, the Trustees shall cause a Certificate of Cancellation of the Trust's Certificate of Trust to be filed in accordance with the Delaware Act, which Certificate may be signed by any one Trustee.
Section 9.4 Sale of Assets; Merger and Consolidation. Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another statutory trust (or series thereof) or Company (or series thereof),
(ii) the Shares of the Trust or Class thereof to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, or (iii) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or Class thereof into beneficial interests in such separate statutory trust or trusts (or series or class thereof).
Section 9.5 Filing of Copies, References, Headings. The original or a copy of this Agreement or any amendment hereto or any supplemental agreement shall be kept at the office of the Trust where it may be inspected by any Shareholder. In this Agreement or in any such amendment or supplemental agreement, references to this Agreement, and all expressions like "herein," "hereof," and "hereunder," shall be deemed to refer to this Agreement as amended or affected by any such supplemental agreement. All expressions like "his," "he," and "him," shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Agreement, rather than the headings, shall control. This Agreement may be executed in any number of counterparts each of which shall be deemed an original.
Section 9.6 Governing Law. The Trust and this Agreement, and the rights, obligations and remedies of the Trustees and Shareholders hereunder, are to be governed by and construed and administered according to the Delaware Act and the other laws of the State of Delaware; provided, however, that there shall not be applicable to the Trust, the Trustees, the Shareholders or this Trust Agreement (A) the provisions of Section 3540 of Title 12 of the Delaware Code or (B) any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the indemnification, acts or powers of trustees or other Persons, which are inconsistent with the limitations of liabilities or authorities and powers of the Trustees or officers of the Trust set forth or referenced in this Agreement. The Trust shall be of the type commonly called a "statutory trust," and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions; provided, however, that the exercise of any such power, privilege or action shall not otherwise violate applicable law.
Section 9.7 Amendments. Except as specifically provided in Article VI hereof, the Trustees may, without any Shareholder vote, amend this Agreement by making an amendment to this Agreement, an agreement supplemental hereto, or an amended and restated trust instrument. Any such amendment, having been approved by a Majority Trustee Vote, shall become effective, unless otherwise provided by such Trustees, upon being executed by a duly authorized officer of the Trust. A certification signed by a duly authorized officer of the Trust setting forth an amendment to this Agreement and reciting that it was duly adopted by the Shareholders or by the Trustees as aforesaid, or a copy of this Agreement, as amended, executed by a majority of the Trustees, or a duly authorized officer of the Trust, shall be conclusive evidence of such amendment when lodged among the records of the Trust.
Section 9.8 Provisions in Conflict with Law. The provisions of this Agreement are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable law, the conflicting provision shall be deemed never to have constituted a part of this Agreement; provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Agreement in any jurisdiction.
Section 9.9 Shareholders' Right to Certain Information.
(a) Except as may be permitted by Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended from time to time, no Shareholder shall have the right to obtain from the Trust a list of the Trust's Shareholders; provided, however, that one or more Persons who together and for at least six months have been Shareholders of at least five percent (5%) of the Outstanding Shares of the Class may present to any officer of the Trust a written request for a list of its Shareholders, stating that they wish to communicate with other Shareholders with a view to requesting in writing that the Trustees call a special meeting of the Shareholders solely for the purpose of removing one or more Trustees. Within twenty (20) days after such request is made, the Trust shall prepare and have available on file at its principal office a list verified under oath by one of its officers or its transfer agent or registrar which sets forth the name and address of each Shareholder. The rights provided for herein shall not extend to any Person who is a beneficial owner but not also a record owner of Shares of the Trust.
(b) Every Shareholder shall have the right to obtain from the Trust copies of the Trust's annual and semi-annual reports to shareholders, and quarterly communications to shareholders. Shareholder rights to obtain other information shall be governed by
Section 9.10.
Section 9.10 Information Regarding the Business and Financial Condition and Affairs of the Trust. No Shareholder shall have the right to obtain from the Trust information regarding the business and financial condition of the Trust or other information regarding the affairs of the Trust; provided, however, that the Trust may, in its sole discretion, provide such information to the Shareholders. IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this instrument effective as of the 16th day of January, 2006.

/s/Gordon F. Ahalt
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Gordon F. Ahalt

/s/Elizabeth C. Bogan
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Elizabeth C. Bogan

/s/Thomas H. Dinsmore
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Thomas H. Dinsmore

/s/Donald M. Halsted
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Donald M. Halsted

/s/Duncan O. McKee
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Duncan O. McKee

/s/Robert J. McMullan
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Robert J. McMullan

/s/Jane D. O'Keeffe
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Jane D. O'Keeffe

/s/Nicolas W. Platt
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Nicolas W. Platt

Sub-item 77Q1: Exhibits
(b) Amended bylaws

AMENDED AND RESTATED
BYLAWS OF ELLSWORTH FUND LTD.,
a Delaware Statutory Trust

Amended effective April 10, 2006.
Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Trust's Agreement and Declaration of Trust (the "Agreement").

ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of Ellsworth Fund Ltd. (the "Trust") shall be at the offices of The Corporation Trust Company in the County of New Castle, State of Delaware.
Section 2. Other Offices. The Trust may also have offices at such other places both within and outside the State of Delaware as the Trustees may from time to time determine or the business of the Trust may require.
ARTICLE II
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees of the Trust may hold meetings, both regular and special, either within or outside the State of Delaware. Meetings of the Trustees may be called orally or in writing by or at the direction of the Chair or his or her designee or by a majority of the Trustees. Meetings of the Board of Trustees and any committee thereof may be held in person or by telephonic or other electronic means.
Section 2. Regular Meetings. Regular meetings of the Board of Trustees shall be held each year, at such time and place as the Board of Trustees may determine.
Section 3. Notice of Meetings. Notice of the time, date, and place of all meetings of the Board of Trustees and any committee thereof shall be given to each Trustee or committee member, as applicable, (i) by telephone, telex, telegram, facsimile, electronic-mail, or other electronic mechanism sent to his or her home or business address at least twenty-four hours in advance of the meeting or (ii) in person at another meeting of the Board of Trustees or such committee, as applicable, or (iii) by written notice mailed or sent via overnight courier to his or her home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Trustee or committee member who attends a meeting of the Board of Trustees or any committee thereof without objecting to the lack of notice or who signs a waiver of notice either before or after such meeting.
Section 4. Quorum. At all meetings of the Board of Trustees and any committee thereof, a majority of the Trustees then in office or a majority of the committee members (but in no event less than two Trustees or committee members), as applicable, shall constitute a quorum for the transaction of business. The act of a majority of the Trustees or committee members present at any meeting at which there is a quorum shall be the act of the Board of Trustees or such committee, as applicable, except as may be otherwise specifically provided by applicable law or by the Agreement or these Bylaws. If a quorum shall not be present at any meeting of the Board of Trustees or any committee thereof, the Trustees or committee members, as applicable, present thereat may adjourn such meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 5. Designation, Powers, and Names of Committees; Committee Charters.
(a) The Board of Trustees shall have at a minimum the following three committees: (1) an Audit Committee; (2) a Governance Committee; and (3) a Pricing Committee. Each such Committee shall have a written Charter governing its membership, duties and operations, and the Board shall designate the powers of each such Committee in its Charter. The Board of Trustees may terminate any such Committee by an amendment to these Bylaws.
(b) The Board of Trustees may, by resolution passed by a majority of the whole Board, designate one or more additional committees, each of which may, if deemed advisable by the Board of Trustees, have a written Charter. Each such additional committee shall consist of two or more of the Trustees of the Trust. The Board may designate one or more Trustees as alternate members of any such additional committee, who may replace any absent or disqualified member at any meeting of such committee. Each such additional committee, to the extent provided in the resolution and/or in such committee's Charter, if applicable, shall have and may exercise the powers of the Board of Trustees in the management of the business and affairs of the Trust; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Trustees to act at the meeting in the place of any such absent or disqualified member. Such additional committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Trustees and/or as set forth in the written Charter of such committee or committees, if applicable.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The initial executive officers of the Trust shall be elected by the Board of Trustees as soon as practicable after the organization of the Trust. The executive officers shall include a President, one or more Vice Presidents, which may include one or more Executive Vice Presidents and/or Senior Vice Presidents (the number thereof to be determined by the Board of Trustees), a Secretary and a Treasurer. The Board of Trustees may also in its discretion appoint Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers, agents and employees, who shall have such authority and perform such duties as the Board may determine. The Board of Trustees may fill any vacancy which may occur in any office. Any two offices, except for those of Chairman of the Board, President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument on behalf of the Trust in more than one capacity, if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. Unless otherwise specifically determined by the Board of Trustees, the officers shall serve at the pleasure of the Board of Trustees. If the Board of Trustees in its judgment finds that the best interests of the Trust will be served, the Board of Trustees may remove any officer of the Trust at any time with or without cause. The Trustees may delegate this power to the Chairman of the Board or President (without supervision by the Trustees) with respect to any other officer other than the Chief Compliance Officer. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign from office at any time by delivering a written resignation to the Trustees, Chairman of the Board or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.
Section 3. Chairman of the Board. The Board of Trustees shall have a Chairman of the Board (the "Chair"), who shall be a Trustee. The Chair shall be elected by a majority of the Trustees. The Chair shall be the chief execute officer of the Trust and, subject to the Board of Trustees, shall generally manage the business and affairs of the Trust. The Chair shall have such other powers and duties as shall be determined by the Boards of Trustees, and shall undertake such other assignments as may be requested by the Boards of Trustees. The Chair shall preside at all meetings of the Shareholders and the Board of Trustees, if the Chair is present, and shall approve the agendas of all meetings of the Shareholders and the Board of Trustees.
Section 4. President. The President shall be the chief administrative officer of the Trust and, subject to the Board of Trustees and the Chair, shall generally manage the business and affairs of the Trust. If the Chair is absent, the President shall, if present, preside at all meetings of the Shareholders and the Board of Trustees.
Section 5. Vice Presidents. One or more Vice Presidents, which may include one or more Executive Vice Presidents and/or Senior Vice Presidents, shall have and exercise such powers and duties of the President in the absence or inability to act of the President, as may be assigned to them, respectively, by the Board of Trustees or, to the extent not so assigned, by the President. In the absence or inability to act of the President, the powers and duties of the President not otherwise assigned by the Board of Trustees or the President shall devolve first upon the Executive Vice Presidents, then upon the Senior Vice Presidents, and finally upon the Vice Presidents, all in the order of their election.
Section 6. Secretary. The Secretary shall (a) have custody of the seal of the Trust; (b) if requested, attend meetings of the Shareholders, the Board of Trustees, and any committees of Trustees; (c) keep or cause to be kept the minutes of all meetings of Shareholders, the Board of Trustees and any committees thereof, and (d) issue all notices of the Trust. The Secretary shall have charge of the Shareholder records and such other books and papers as the Board may direct, and shall perform such other duties as may be incidental to the office or which are assigned by the Board of Trustees.
Section 7. Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Trust and shall deposit the same in the name of the Trust in such bank or banks or other depositories, subject to withdrawal in such manner as these Bylaws or the Board of Trustees may determine. The Treasurer shall, if required by the Board of Trustees, give such bond for the faithful discharge of duties in such form as the Board of Trustees may require.
Section 8. Chief Executive Officer. The Chief Executive Officer, who shall also have a title of at least Senior Vice President, shall be responsible for making the certifications required of the Trust's principal executive officer by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the Securities and Exchange Commission.
Section 9. Chief Financial Officer. The Chief Financial Officer, who shall also have a title of at least Vice President, shall be responsible for making the certifications required of the Trust's principal financial officer by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
Section 10. Chief Compliance Officer. The Chief Compliance Officer, who shall also have a title of at least Vice President, shall be responsible for administering the Trust's policies and procedures adopted pursuant to Rule 38a-1(a)(1) under the 1940 Act.
Section 11. Assistant Officers. Assistant officers, which may include one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, shall perform such functions and have such responsibilities as the Board of Trustees may assign to them or, to the extent not so assigned, by the Vice President(s), Secretary or Treasurer, as applicable.
Section 12. Surety Bond. The Trustees may require any officer or agent of the Trust to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") to the Trust in such sum and with such surety or sureties as the Trustees may determine, conditioned upon the faithful performance of his or her duties to the Trust, including responsibility for negligence and for the accounting of any of the Trust's property, funds, or securities that may come into his or her hands.
Section 13. Authorized Signatories. Unless a specific officer is otherwise designated in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing agreements, documents and instruments other than Internal Revenue Service forms shall be the Chairman of the Board, the President, any Vice President, the Secretary or any Assistant Secretary. Unless a specific officer is otherwise designated in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing any and all Internal Revenue Service forms shall be the Chairman of the Board, the President, any Vice President, the Secretary, any Assistant Secretary, or the Treasurer.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
Section 1. Purpose. All meetings of the Shareholders for the election of Trustees shall be held on such day during the month of January, or any other day of any other month, as may be fixed by the Trustees, and shall be held at such place as may be fixed from time to time by the Trustees, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Trustees and stated in the notice indicating that a meeting has been called for such purpose. Meetings of Shareholders may be held for any purpose determined by the Trustees and may be held at such time and place, within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. At all meetings of the Shareholders, every shareholder of record entitled to vote thereat shall be entitled to vote at such meeting either in person or by written proxy signed by the Shareholder or by his duly authorized attorney in fact. A Shareholder may duly authorize such attorney in fact through written, electronic, telephonic, computerized, facsimile, telecommunication, telex or oral communication or by any other form of communication. Unless a proxy provides otherwise, such proxy is not valid more than eleven months after its date. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
Section 2. Nomination of Trustees.
(a) Any Shareholder may submit names of individuals to be considered by the Governance Committee for election as trustees of the Trust, provided, however, (i) that such person submits such names in a timely manner as set out in Section 2 of Article V hereof, (ii) that such person was a shareholder of record at the time of submission of such names and is entitled to vote at the meeting, and (iii) that the Governance Committee shall make the final determination of persons to be nominated.
(b) The process and procedures for the nomination of persons for election or appointment as trustees of the Trust by the Trustees shall be set forth in the written Charter for the Governance Committee of the Board of Trustees.
Section 3. Election of Trustees. All meetings of Shareholders for the purpose of electing Trustees shall be held on such date and at such time as shall be designated from time to time by the Trustees and stated in the notice of the meeting, at which the Shareholders shall elect by a plurality vote any number of Trustees as the notice for such meeting shall state are to be elected, and transact such other business as may properly be brought before the meeting in accordance with
Section 1 of this Article IV.
Section 4. Notice of Meetings. Written notice of any meeting stating the place, date, and hour of the meeting shall be given to each Shareholder entitled to vote at such meeting not less than ten days before the date of the meeting in accordance with Article V hereof.
Section 5. Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by applicable law or by the Agreement, may be called by the Chair or by a majority of the Trustees; provided, however, that the Trustees shall promptly call a meeting of the Shareholders solely for the purpose of removing one or more Trustees, when requested in writing to do so by the record holders of not less than ten percent of the Outstanding Shares of the Trust.
Section 6. Notice of Special Meeting. Written notice of a special meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten days before the date of the meeting, to each Shareholder entitled to vote at such meeting.
Section 7. Conduct of Special Meeting. Business transacted at any special meeting of Shareholders shall be limited to (i) the purpose stated in the notice and (ii) the adjournment of such special meeting with regard to such stated purpose.
Section 8. Quorum. The holders a majority of the Outstanding Shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by applicable law or by the Agreement. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the vote of the holders of a majority of Shares cast shall have power to adjourn the meeting from time to time in accordance with Article IV,
Section 16 hereof, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 9. Organization of Meetings.
(a) The meetings of the Shareholders shall be presided over by the Chair, or if the Chair shall not be present, by the Vice Chair, if any, or if the Vice Chair shall not be present or if there is no Vice Chair, by the President, or if the President shall not be present, by a Vice President, or if no Vice President is present, by a chair appointed for such purpose by the Board of Trustees or, if not so appointed, by a chair appointed for such purpose by the officers and Trustees present at the meeting. The Secretary of the Trust, if present, shall act as Secretary of such meetings, or if the Secretary is not present, an Assistant Secretary of the Trust shall so act, and if no Assistant Secretary is present, then a person designated by the Secretary of the Trust shall so act, and if the Secretary has not designated a person, then the meeting shall elect a secretary for the meeting.
(b) The Board of Trustees of the Trust shall be entitled to make such rules and regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Trustees, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; limitations on participation in such meeting to shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chairman shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot, unless and to the extent the Board of Trustees or the chairman of the meeting determines that meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Section 10. Voting Standard. When a quorum is present at any meeting, the vote of the holders of a majority of the Shares cast shall decide any question brought before such meeting, unless the question is one on which, by express provision of applicable law, the Agreement, these Bylaws, or applicable contract, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 11. Voting Procedure. Each whole Share shall be entitled to one vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together.
Section 12. Action Without Meeting. Unless otherwise provided in the Agreement or applicable law, any action required to be taken at any meeting of the Shareholders, or any action which may be taken at any meeting of the Shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of Outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such action without a meeting by less than unanimous written consent shall be given to those Shareholders who have not consented in writing.
Section 13. Broker Non-Votes. At any meeting of Shareholders the Trust will consider broker non-votes as present for purposes of determining whether a quorum is present at the meeting. Broker non-votes will not count as votes cast for or against any proposals.
Section 14. Abstentions. At any meeting of Shareholders the Trust will consider abstentions as present for purposes of determining whether a quorum is present at the meeting. Abstentions will not count as votes cast for or against any proposals.
Section 15. Record Date for Shareholder Meetings and Consents. In order that the Trustees may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or to express consent to action in writing without a meeting, the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than ninety nor less than ten days before the original date upon which the meeting of Shareholders is scheduled, nor more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Trustees for action by Shareholder consent in writing without a meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Trustees may fix a new record date for the adjourned meeting so long as notice of the adjournment and the new record and meeting dates are given to the Shareholders.
Section 16. Adjournments. A meeting of Shareholders convened on the date for which it was called may be adjourned from time to time without further notice to Shareholders to a date not more than 120 days after the original record date. A meeting of Shareholders may not be adjourned for more than 120 days after the original record date for such meeting without giving the Shareholders notice of the adjournment and the new meeting date. The vote of the holders of majority of the Shares cast shall be required in order to adjourn a meeting of Shareholders with regard to a particular proposal scheduled to be voted on at such meeting or to adjourn such meeting entirely.
Section 17. Inspectors. The Trustees may, in advance of any meeting of shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any shareholder entitled to vote at the meeting shall, appoint inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote at it, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate or any fact found by them. The report of the inspector on the number of votes represented at the meeting and the result of the voting shall be prima facie evidence thereof. No Trustee or candidate for the office of Trustee shall act as inspector of an election of Trustees. Inspectors need not be shareholders.
ARTICLE V
NOTICES
Section 1. Methods of Giving Notice. Whenever, under the provisions of applicable law or of the Agreement or of these Bylaws, notice is required to be given to any Trustee or Shareholder, it shall not, unless otherwise provided herein, be construed to mean personal notice, but such notice may be given orally in person, or by telephone (promptly confirmed in writing) or in writing, by mail addressed to such Trustee at his or her last given address or to such Shareholder at his address as it appears on the records of the Trust, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Trustees or members of a committee may also be given by telex, telegram, facsimile, electronic-mail or via overnight courier. If sent by telex or facsimile, notice to a Trustee or member of a committee shall be deemed to be given upon transmittal; if sent by telegram, notice to a Trustee or member of a committee shall be deemed to be given when the telegram, so addressed, is delivered to the telegraph company; if sent by electronic-mail, notice to a Trustee or member of a committee shall be deemed to be given and shall be presumed valid when the Trust's electronic-mail server reflects the electronic-mail message as having been sent; and if sent via overnight courier, notice to a Trustee or member of a committee shall be deemed to be given when delivered against a receipt therefor.
Section 2. Annual Meeting Notice Requirements for Nominations and Proposals by Shareholders.
(a) For nominations or other business to be properly brought before an annual meeting by a Shareholder, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Trust not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Trust has not previously held an annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust. In no event shall the public announcement of a postponement or adjournment of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above. Such Shareholder's notice shall set forth (A) as to each person whom the Shareholder proposes to nominate for election or reelection as a Trustee all information relating to such person that is required to be disclosed in solicitations of proxies for election of Trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected); (B) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such Shareholder, as they appear on the Trust's books, and of such beneficial owner and (ii) the number of shares of which are owned beneficially and of record by such Shareholder and such beneficial owner.
(b) Notwithstanding anything in the second sentence of paragraph (a) of this Section 2 to the contrary, in the event that the number of Trustees to be elected to the Board of Trustees is increased and there is no public announcement by the Trust naming all of the nominees for Trustee or specifying the size of the increased Board of Trustees at least 100 days prior to the first anniversary of the preceding year's annual meeting, a Shareholder's notice required by this Section 2 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Trust not later than the close of business on the tenth day following the day on which such public announcement is first made by the Trust.
Section 3. Special Meeting Notice Requirement for Nominations and Proposals by Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust's notice of meeting. Nominations of persons for election to the Board of Trustees may be made at a special meeting of Shareholders at which Trustees are to be elected (A) pursuant to the Trust's notice of meeting, (B) by or at the direction of the Board of Trustees or (C) provided that the Board of Trustees has determined that Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice provided for in
Section 2(a) of this Article V and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in Section 2(a) of this Article V. In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust's notice of meeting, if the Shareholder's notice containing the information required by this
Section 2(a) shall be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above.
Section 4. Written Waiver. Whenever any notice is required to be given under the provisions of applicable law or of the Agreement or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
CERTIFICATES OF SHARES AND SHARE OWNERSHIP
Section 1. Issuance. Upon request, every holder of Common Shares shall be entitled to be issued a certificate by the Trust, signed by, or in the name of the Trust by, the Chair, the President or any Vice President, certifying the number of Common Shares owned by him, her or it.
Section 2. Countersignature. Where a certificate is countersigned (1) by a transfer agent other than the Trust or its employee, or (2) by a registrar other than the Trust or its employee, the signature of the Chair, the President or any Vice President may be a facsimile.
Section 3. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Trustees may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be made against the Trust with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfer of Shares. The Trustees shall make such rules as they consider appropriate for the transfer of Shares and similar matters. To the extent certificates are issued in accordance with Section 1 of this Article VI, upon surrender to the Trust or the transfer agent of the Trust of such certificate for Shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Trust to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 5. Shareholder Book. The Trust shall keep or cause to be kept a Shareholder book, which may be maintained by means of computer systems, containing the names, alphabetically arranged, of all persons who are Shareholders of the Trust, showing their places of residence, the number of Shares held by them, respectively, and the dates when they became the record owners thereof.
Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim of interest in such Share or Shares on the part of any other person, whether or not it shall have express or other notice hereof.
Section 7. Record Date for Receiving Dividends and Other Actions. In order that the Trustees may determine the Shareholders entitled to receive payment of any dividend or other distribution of allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Trustees may fix a record date, which record date (i) shall be set forth in the resolution or resolutions authorizing the payment of such dividend or other lawful action and (ii) shall be at least 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Trustees.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The Board of Trustees may provide that the Trust have a business seal. The business seal shall have inscribed thereon the name of the statutory trust, the state of its organization, the year of its organization and the words "Statutory Trust." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, including placing the word "[SEAL]" adjacent to the signature of the person authorized to sign a document on behalf of the Trust. Any officer or Trustee of the Trust shall have authority to affix the seal of the Trust to any document requiring the same.
Section 2. Severability. The provisions of these Bylaws are severable. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of these Bylaws.
Section 3. Headings. Headings are placed in these Bylaws for convenience of reference only and in case of any conflict, the text of these Bylaws rather than the headings shall control.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification.
(a) To the maximum extent permitted by law, the Trust (or applicable Portfolio) shall indemnify any person who was or is a party or is threatened to be made a party to, or is involved as a witness in, any proceeding (other than a proceeding by or in the right of the Trust or a Portfolio) by reason of the fact that such person is or was a Covered Person, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.
(b) To the maximum extent permitted by law, the Trust (or applicable Portfolio) shall indemnify any person who was or is a party or is threatened to be made a party to, or is involved as a witness in, any proceeding by or in the right of the Trust (or such Portfolio) to procure a judgment in its favor by reason of the fact that such person is or was a Covered Person, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of such proceeding.
(c) Notwithstanding any provision to the contrary contained herein, no Covered Person shall be indemnified for any expenses, judgments, fines, amounts paid in settlement, or other liability or loss arising by reason of disabling conduct. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person engaged in disabling conduct.
Section 2. Advance Payment of Indemnification Expenses. To the maximum extent permitted by law, the Trust or the Portfolio shall advance to any person who was or is a party or is threatened to be made a party to, or is involved as a witness in, any proceeding by reason of the fact that such person is or was a Trustee or officer of the Trust the expenses actually and reasonably incurred by such person in connection with the defense of such proceeding in advance of its final disposition. To the maximum extent permitted by law, the Trust or the Portfolio may advance to any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Covered Person (other than a Trustee or officer of the Trust) the expenses actually and reasonably incurred by such person in connection with the defense of such proceeding in advance of its final disposition. Notwithstanding any provision to the contrary contained herein, the Trust shall not advance expenses to any Covered Person (including a Trustee or officer of the Trust) unless:
(a) the Trust or the Portfolio has received an undertaking by or on behalf of such Covered Person that the amount of all expenses so advanced will be paid over by such person to the Trust or the Portfolio unless it is ultimately determined that such person is entitled to indemnification for such expenses; and
(b) (i) such Covered Person shall have provided appropriate security for such undertaking, or (ii) such Covered Person shall have insured the Trust or the Portfolio against losses arising out of any such advance payments, or (iii) either
(1) the Trustees, by the vote of a majority of a quorum of qualifying Trustees, or (2) independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification.
Section 3. Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VIII (unless ordered by a court) shall be made by the Trust or the Portfolio only as authorized in the specific case upon a reasonable determination, based upon a review of the facts, that the Covered Person is entitled to indemnification because (i) he or she is not liable by reason of disabling conduct, or (ii) in cases where there is no liability, he or she has not engaged in disabling conduct. Such determination shall be made by (i) the vote of a majority of a quorum of qualifying Trustees; or (ii) if there are no such Trustees, or if such Trustees so direct, by independent legal counsel in a written opinion. Notwithstanding anything to the contrary in Section 2 of this Article VIII, if a determination that a Covered Person engaged in disabling conduct is made in accordance with this Section 3, no further advances of expenses shall be made, and all prior advances, and insurance premiums paid for by the Trust, if applicable, must be repaid.
Section 4. Contract Rights. With respect to any person who was or is a party or is threatened to be made a party to, or is involved as a witness in, any proceeding by reason of the fact that such person is or was a Covered Person, the rights to indemnification conferred in Section 1 of this Article VIII, and with respect to any person who was or is a party or is threatened to be made a party to, or is involved as a witness in, any proceeding by reason of the fact that such person is or was a Trustee or officer of the Trust, the advancement of expenses conferred in Section 2 of this Article VIII shall be contract rights. Any amendment, repeal, or modification of, or adoption of any provision inconsistent with, this Article VIII (or any provision hereof) shall not adversely affect any right to indemnification or advancement of expenses granted to any such person pursuant hereto with respect to any act or omission of such person occurring prior to the time of such amendment, repeal, modification, or adoption (regardless of whether the proceeding relating to such acts or omissions is commenced before or after the time of such amendment, repeal, modification, or adoption). Any amendment or modification of, or adoption of any provision inconsistent with, this Article VIII (or any provision hereof), that has the effect of positively affecting any right to indemnification or advancement of expenses granted to any such person pursuant hereto, shall not apply retroactively to any person who was not serving as a Trustee, officer, employee or agent of the Trust at the time of such amendment, modification or adoption.
Section 5. Claims.
(a) If (X) a claim under Section 1 of this Article VIII with respect to any right to indemnification is not paid in full by the Trust or the Portfolio within sixty days after a written demand has been received by the Trust or the Portfolio or (Y) a claim under Section 2 of this Article VIII with respect to any right to the advancement of expenses is not paid in full by the Trust or the Portfolio within thirty days after a written demand has been received by the Trust or the Portfolio, then the Covered Person seeking to enforce a right to indemnification or to an advancement of expenses, as the case may be, may at any time thereafter bring suit against the Trust or the Portfolio to recover the unpaid amount of the claim.
(b) If successful in whole or in part in any suit brought pursuant to Section 5(a) of this Article VIII, or in a suit brought by the Trust or the Portfolio to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the Covered Person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the Covered Person from whom the Trust or the Portfolio sought to recover an advancement of expenses, as the case may be, shall be entitled to be paid by the Trust or the Portfolio the reasonable expenses (including attorneys' fees) of prosecuting or defending such suit.
Section 6. Definitions. For purposes of this Article VIII:
(a) references to "Trust" include any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (b) the term "disabling conduct" means willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Covered Person's office with the Trust or the Portfolio;
(c) the term "expenses" includes, without limitations, attorneys' fees; (d) the term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative; and (e) the term "qualifying Trustee" means any Trustee who is not an interested person (as defined in the 1940 Act) of the Trust and is not a party to the proceeding.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered or repealed by the Trustees without the vote or approval of the Shareholders at any regular or special meeting of the Board of Trustees without prior notice. These Bylaws may also be altered or repealed by the Shareholders at any special meeting of the Shareholders, but only if the Board of Trustees resolves to put a proposed alteration or repealer to the vote of the Shareholders and notice of such alteration or repealer is contained in a notice of the special meeting being held for such purpose.

Sub-Item 77Q1: Exhibits
(e) Amended Advisory Agreement

INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is entered into this 16th day of February, 2006 by and between ELLSWORTH FUND LTD, a Delaware statutory trust (the "Trust"), and DAVIS-DINSMORE MANAGEMENT COMPANY, a Delaware corporation (the "Adviser"). Background
The Trust is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended, (the "1940 Act"). The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Trust desires to engage the Adviser to provide investment advisory services to the Trust, and the Adviser desires to provide such services to the Trust, all on the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Agreement
SECTION 1. Appointment of Investment Adviser. The Trust hereby appoints the Adviser to provide investment advisory services to the Trust, and the Adviser hereby accepts such appointment, subject to the terms and conditions set forth in this Agreement.
SECTION 2. Advisory Services. Subject at all times to the supervision of the Board of Trustees of the Trust, the Adviser shall supervise all aspects of the Trust's operations, including the investment and reinvestment of cash, securities or other properties comprising the Trust's assets.
In carrying out its obligations in the preceding paragraph of this Section 2, the Adviser shall (a) supervise all aspects of the operations of the Trust;
(b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or any industry or the Trust or any issuer of securities held or to be purchased by the Trust; (c) determine which issuers and securities shall be represented in the Trust's investment portfolio and regularly report thereon to the Board of Trustees; (d) place orders for the purchase and sale of securities for the Trust; and (e) take, on behalf of the Trust, such other action as may be necessary or appropriate in connection with the foregoing. In placing orders for the purchase and sale of securities for the Trust, the Adviser shall conform to the Trust's investment objectives, policies and limitations as delineated by statements contained in the various documents filed by the Trust with the Securities and Exchange Commission as such documents may from time to time be amended. The Trust will make available to the Adviser such financial reports, proxy statements, legal and other information relating to its investments as may be in the possession of the Trust or available to it. The Adviser is hereby obligated, in placing orders for the purchase and sale of securities for the Trust, to obtain the most favorable price and execution available under the circumstances and to keep true, accurate and current books and records containing sufficient detail to demonstrate compliance with this obligation. In determining the most favorable price and execution in each transaction the determinative factor is not necessarily the lowest possible commission cost. The Adviser may consider the full range and quality of the services of broker-dealers in placing brokerage including, but not by way of limitation, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness of the broker-dealer to the Adviser. Accordingly, to the extent provided by law, in executing portfolio transactions, the Adviser may pay a broker-dealer which provides brokerage or research services a commission in excess of that which another broker-dealer would have charged for the same transaction.
SECTION 3. Independent Contractor. The Adviser shall, for all purposes of this Agreement, be deemed to be an independent contractor and shall have no authority to act for or represent the Trust unless otherwise provided. No agreement, bid, offer, commitment, contract or other engagement entered into by the Adviser, whether on behalf of the Adviser or whether purported to have been entered into by the Adviser on behalf of the Trust, shall be binding upon the Trust, and all acts authorized to be done by the Adviser under this Agreement shall be done by the Adviser as an independent contractor and not as agent.
SECTION 4. Expenses. The Adviser shall provide the Trust with office space and facilities, and pay all expenses incurred by the Adviser in the performance of this Agreement. The Trust will pay all expenses incurred by it and not assumed by the Adviser including, but not by way of limitation, expenses in connection with its organization and with the offering of its securities; fees and expenses of its unaffiliated trustees; legal and accounting fees, fees of its custodian, registrar, transfer agent; dividend disbursing agent and Dividend Reinvestment Plan Agent; taxes, interest, brokerage commissions; and direct costs of postage, printing, copying and travel expenses attributable to the conduct of the business of the Trust. The Trust will also pay for such accounting and administrative services which are to be provided by the Adviser under a separate administrative services agreement between the Trust and the Adviser, which has been approved by the Board of Trustees, including all of the trustees who are not "interested persons," as defined in the 1940 Act, of any such party.
SECTION 5. Compensation. As compensation for the services performed by the Adviser, the Trust will pay the Adviser on the last day of each month a fee for such month computed at an annual rate of .75% of the first $100,000,000 of the Trust's average net assets and .50% of the Trust's average net assets in excess of $100,000,000. For the purpose of calculation of the fee, the net asset value for a month will be the average of the Trust's net asset values at the close of business on the last business day on which the New York Stock Exchange is open in each week in the month. If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Adviser's compensation for such fraction of the monthly period shall be determined by applying the foregoing percentage to the net asset value of the Trust during such fraction of a monthly period (which net asset value shall be determined in such reasonable manner as the Board of the Trust shall deem appropriate) and in the proportion that such fraction of a monthly period bears to the entire month. Compensation under this Agreement will begin to accrue on its effective date.
SECTION 6. Approval of Agreement; Termination. This Agreement will be submitted to the Trust's stockholders for approval. If approved by the vote of a "majority of the outstanding voting securities" of the Trust as such term is defined in the 1940 Act, this Agreement will be in effect from the date of approval. Unless terminated by either party, this Agreement will remain in effect until December 31, 2006, and for successive one-year periods thereafter, provided that such continuation is approved annually (i) by the Board of Trustees of the Trust or by the holders of a majority of the outstanding voting securities of the Trust and (ii) by a majority of the trustees who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of any such party. This Agreement is terminable without penalty by either party on 60 days' written notice and will terminate automatically in the event of its assignment. Except as specified above, this Agreement may not be amended, transferred, assigned, sold or in any other manner hypothecated or pledged; provided, however, that this limitation shall not prevent any minor amendments to this Agreement which may be required by Federal or state regulatory bodies.
SECTION 7. Liability. The Adviser shall give the Trust the benefit of its best judgment and efforts in rendering the services set forth herein. The Trust agrees as an inducement to the undertaking of these services by the Adviser that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with any matters to which this Agreement relates, except that nothing herein contained shall be construed to protect the Adviser against any liability by reason of willful misfeasance, bad faith or gross negligence in the performance by the Adviser of its duties or the reckless disregard of the Adviser's obligations or duties under this Agreement.
SECTION 8. Multiple Capacities. Except to the extent necessary for performance of the Adviser's obligations hereunder, nothing shall restrict the Adviser's right or the right of any of the Adviser's directors, officers or employees who may be trustees, officers or employees of the Trust to engage in any other business or to devote time and attention to the management or other aspects of any other business whether of a similar or dissimilar nature or to render services of any kind to any other corporation, firm, individual or association. The Trust understands that the Adviser now acts and will continue to act as an investment adviser to another registered investment company and may act in the future as an investment adviser to fiduciary and other managed accounts and investment companies. The Trust has no objection to the Adviser so acting, provided that whenever the Trust and one or more other investment companies or accounts advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Trust recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Trust. It is understood and agreed that the trustees, officers, agents, employees and stockholders of the Trust may be interested in the Adviser as directors, officers, stockholders, employees, agents or otherwise, and that the directors, officers, agents, employees and stockholders of the Adviser may be interested in the Trust as a stockholder or otherwise.
SECTION 9. Concerning Applicable Provisions of Law, Etc. This Agreement shall be subject to all applicable provisions of law, including, but not limited to, the applicable provisions of the 1940 Act; and, to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control. The laws of the State of Delaware shall, except to the extent that any applicable provisions of some other law shall be controlling, govern the construction, validity and effect of this Agreement. The headings preceding the text of the several sections herein are inserted solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
ELLSWORTH FUND LTD.

By:   /s/Jane D. O'Keeffe
        (President)

DAVIS-DINSMORE MANAGEMENT COMPANY

By:   /s/Jane D. O'Keeffe
        (President)

Sub-Item 77Q1: Exhibits
(g)(1) Merger Agreement

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

AGREEMENT OF MERGER (the "Agreement"), dated as of November 18, 2005, by and between Ellsworth Convertible Growth and Income Fund, Inc., a Maryland corporation (the "Company") and Ellsworth Fund, a Delaware statutory trust (the "Trust").

BACKGROUND

The Company is organized as a management investment company and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The Company's shares of common stock currently trade on the American Stock Exchange ("AMEX").
The Company desires to change its form of organization by merging with and into the Trust (the "Merger"). In anticipation of the Merger, the Board of Trustees of the Trust has established the Trust and has designated one class of shares of beneficial interest in the Trust (the "Trust Shares").
The Merger is subject to, and shall be effected in accordance with, the terms of this Agreement. This Agreement is intended to be and is adopted by the Company and by the Trust, as a Plan of Reorganization within the meaning of the regulations under Section 368(a) of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. Any capitalized terms used herein and not otherwise defined shall have the meanings set forth in the preamble or background to this Agreement. In addition, the following terms shall have the following meanings:
1.1 "Assets" shall mean all assets including, without limitation, all cash, cash equivalents, securities, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on the Company's books, and other property owned by the Company immediately prior to the Effective Time.
1.2 "Closing" shall mean the consummation of the transactions described in Sections 2.1 and 2.2 of this Agreement, together with the related acts necessary to consummate the Merger, to occur on the date set forth in Section 3.1.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.4 "Company Shares" shall mean the Common Stock, par value $0.01 per share of the Company outstanding immediately prior to the Merger.
1.5 "Effective Time" shall have the meaning set forth in Section 3.1.
1.6 "Liabilities" shall mean all liabilities of the Company including, without limitation, all debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not determinable immediately prior to the Effective Time, and whether or not specifically referred to herein.
1.7 "Registration Statement" shall have the meaning set forth in
Section 5.4.
1.8 "RIC" shall mean a "regulated investment company" (as defined under Subchapter M of the Code).
1.9 "SEC" shall mean the Securities and Exchange Commission.
1.10 "Shareholder(s)" shall mean the Company's shareholder(s) of record, determined as of immediately prior to the Effective Time.
1.11 "Shareholders Meeting" shall have the meaning set forth in Section 5.1.
1.12 "Transition Share" shall have the meaning set forth in Section 5.2.
1.13 "Trust Shares" shall mean those shares of beneficial interest in the Trust issued in accordance with this Agreement.
1.14 "1940 Act" shall mean the Investment Company Act of 1940, as amended.
2. Agreement of Merger.
2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 3.1), the Company shall be merged with and into the Trust, whereupon the separate existence of the Company shall cease. The Trust shall be the surviving entity (sometimes hereinafter referred to as the "Surviving Entity") in the Merger and shall be governed by the Delaware Statutory Trust Act (the "DSTA") and other applicable laws of the State of Delaware. The Merger shall have the effects specified in the Maryland General Corporation Law, as amended, and in the DSTA and the Trust shall succeed, without other transfer, to all of the Assets of the Company, and shall assume and be subject to all of the Liabilities of the Company. Such transaction shall take place at the Closing.
2.2 Effect of Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of the Company, the Trust, the Shareholders or the holder of the Transition Share:
(a) Each full and/or fractional Company Share, issued and outstanding immediately prior to the Effective Time shall be converted (without the surrender of stock certificates or any other action) into one full and/or fractional paid and non- assessable Trust Share, par value $0.01, of the Trust, and all Company Shares shall simultaneously with such conversion cease to exist.
(b) The Transition Share shall be cancelled and shall cease to exist.
2.3 Certificates. At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented Company Shares shall be deemed for all purposes to evidence ownership of and to represent Trust Shares, into which the Company Shares represented by such certificates have been converted as herein provided and shall be so registered on the books and records of the Trust or its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to the Trust or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the Trust Shares evidenced by such outstanding certificate, as above provided.
2.4 The Certificate of Trust. The certificate of trust of the Trust in effect at the Effective Time shall be the certificate of trust of the Surviving Entity, until amended in accordance with the provisions provided therein or applicable law.
2.5 The Agreement and Declaration of Trust. The agreement and declaration of trust of the Trust in effect at the Effective Time shall be the agreement and declaration of trust of the Surviving Entity, until amended in accordance with the provisions provided therein or applicable law.
2.6 The Bylaws. The bylaws of the Trust in effect at the Effective Time shall be the bylaws of the Surviving Entity, until amended in accordance with the provisions provided therein or applicable law.
2.7 Provided that the conditions set forth in Section 6 have been fulfilled or waived in accordance with this Agreement and that this Agreement has not been terminated or abandoned pursuant to Section 10, on the date of the Closing of the Merger, the Company and the Trust shall cause Articles of Merger to be executed and filed with the State Department of Assessments and Taxation of Maryland (the "Maryland Articles of Merger"), and, the Trust shall cause a Certificate of Merger to be executed and filed with the Secretary of State of Delaware (the "Delaware Certificate of Merger") at the Effective Time; provided, however, that the filing of the Maryland Articles of Merger and the Delaware Certificate of Merger as aforesaid shall not be required if the Merger shall not have been consummated.
2.8 Any reporting responsibility of the Company to a public authority is and shall remain its responsibility up to and including the Effective Time.
3. Closing.
3.1 The Closing shall occur at the principal office of the Company on January 31, 2006, or on such other date and at such other place upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the Company's and the Trust's close of business on the date of the Closing or at such other time as the parties may agree (the "Effective Time").
3.2 The Company and the Trust shall deliver to the other at the Closing a certificate executed in its name by the Chairman, its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated by this Agreement.
4. Representations and Warranties.
4.1 The Company represents and warrants as follows:
(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland;
(b) The Company is duly registered as a closed-end management investment company under the 1940 Act, and such registration is in full force and effect;
(c) The Company is a RIC; the Company qualified for treatment as a RIC for each taxable year since it commenced operations that has ended (or will end) before the Closing and will continue to meet all the requirements for such qualification for its current taxable year (and the Assets will be invested at all times through the Effective Time in a manner that ensures compliance with the foregoing); the Company has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it; and the Company has made all distributions for each calendar year that has ended (or will end) before the Closing that are necessary to avoid the imposition of federal excise tax or has paid or provided for the payment of any excise tax imposed for any such calendar year;
(d) The Liabilities were incurred by the Company in the ordinary course of their business and are associated with the Assets;
(e) The Company is not under the jurisdiction of a court in a proceeding under Title 11 of the United States Code or similar case within the meaning of Section 368(a)(3)(A) of the Code;
(f) As of the Effective Time, the Company will not have outstanding any warrants, options, convertible securities, or any other type of rights pursuant to which any person could acquire Company Shares;
(g) The Board of Directors of the Company has declared the advisability of the Merger and has approved this Agreement and the Merger hereby contemplated, and at the Effective Time, the performance of this Agreement shall have been duly authorized by all necessary action by the Shareholders; and
(h) The fair market value of the Assets of the Company succeeded to by the Trust will equal or exceed the sum of the Liabilities assumed by the Trust plus the amount of Liabilities, if any, to which such Assets are subject.
4.2 The Trust represents and warrants as follows:
(a) The Trust is a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, and its Certificate of Trust has been duly filed in the office of the Secretary of State of Delaware;
(b) The Trust is organized as a closed-end management investment company under the 1940 Act;
(c) The Trust has not commenced operations nor will it commence operations until after the Closing;
(d) Prior to the Effective Time, there will be no issued and outstanding Trust Shares or any other securities issued by the Trust, except as provided in Section 5.2;
(e) The Trust Shares to be issued, at the Effective Time, have been duly authorized and, when issued as provided herein, will be duly and validly issued and outstanding shares of the Trust, fully paid and nonassessable;
(f) The Trust will be a "fund" as defined in Section 851(g)(2) of the Code and will meet all the requirements for a "fund" to qualify for treatment as a RIC for its taxable year in which the Merger occurs;
(g) The Trust has no plan or intention to issue additional Trust Shares following the Merger except for shares issued in the ordinary course of its business as a closed-end investment company; nor does the Trust have any plan or intention to redeem or otherwise reacquire any Trust Shares issued pursuant to the Merger, other than in the ordinary course of such business;
(h) The Trust has no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of its business or dispositions necessary to maintain its qualification as a RIC, although in the ordinary course of its business the Trust will continuously review its investment portfolio (as the Company did before the Merger) to determine whether to retain or dispose of particular stocks or securities, including those included in the Assets; and
(i) There is no plan or intention for the Trust to be dissolved or merged into another corporation or statutory trust (or "fund" thereof (within the meaning of Section 851(g)(2) of the Code)) following the Merger.
4.3 Each of the Company and the Trust represents and warrants as follows:
(a) The fair market value of the Trust Shares received by each Shareholder will be equal to the fair market value of the Company Shares of the Company surrendered in exchange therefor;
(b) Immediately following consummation of the Merger, the Shareholders will own all the Trust Shares and will own such shares solely by reason of their ownership of the Company Shares immediately before the Merger;
(c) The Shareholders will pay their own expenses, if any, incurred in connection with the Merger;
(d) There is no intercompany indebtedness between the Company and the Fund that was issued or acquired, or will be settled, at a discount; and
(e) Immediately following consummation of the Merger, the Trust will hold the same assets, except for assets distributed to shareholders in the course of its business as a RIC and assets used to pay expenses incurred in connection with the Merger, and be subject to the same liabilities that the Company held or was subject to immediately prior to the Merger. Assets used to pay (i) expenses, and (ii) distributions (other than regular, normal distributions), made by the Company after the date of this Agreement will, in the aggregate, constitute less than one percent (1%) of its net assets.
5. Covenants.
5.1 As soon as practicable after the date of this Agreement, the Company shall call a meeting of its Shareholders (the "Shareholders Meeting") to consider and act on this Agreement and, in connection therewith, the merger of the Company. The Board of Directors of the Company has declared the advisability of the Merger and will recommend that the Shareholders approve this Agreement and, in connection therewith, the Merger of the Company with and into the Trust.
5.2 Prior to the Closing, the Trust shall issue to the Company one Trust Share (which shall, until the Effective Time, constitute the sole issued and outstanding Trust Share) (the "Transition Share"), and shall prepare and distribute to the holder of the Transition Share an information statement in which the Trust shall request such holder to consider and act on this Agreement and, in connection therewith, the merger of the Company with and into Trust. The Board of Trustees of the Trust shall recommend that the holder of the Transition Share approve this Agreement and, in connection therewith, the merger of the Company with and into the Trust.
5.3 Prior to Closing, provided that the Shareholders have approved the Agreement, the Company, as holder of the Transition Share, shall vote such share (i) to elect the Company's directors as the Trust's trustees (to serve for a period of time corresponding to such directors' current term as directors of the Company), except as they may resign or be removed by action of the Trust's trustees or shareholders), (ii) to ratify the selection of the Trust's independent accountants, (iii) to approve the Trust's Investment Advisory Agreement and (iv) to approve the Agreement. Approval by the Shareholders of this Agreement will authorize the Company to vote for the matters set forth in this Section.
5.4 Prior to the Closing, the Trust shall enter into an Investment Advisory Agreement; and shall enter into or adopt, as appropriate, such other agreements as are necessary for the operation of the Trust as a closed-end management investment company. Each such agreement shall have been approved by the Trust's trustees and, to the extent required by law, by such of those trustees who are not "interested persons" of the Trust (as defined in the 1940 Act) and by the Company as the initial sole shareholder of the Trust.
5.5 Prior to the Closing, the Trust shall file with the SEC an amendment to the Company's Registration Statement on Form N-8A under the 1940 Act (the "Registration Statement"), which will adopt the Company's Registration Statement as the Trust's Registration Statement.
6. Conditions Precedent. The obligations of the Company, and of the Trust will be subject to
(a) performance by the other party of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of the other party contained herein being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time, and (c) the further conditions that, at or before the Effective Time:
6.1 The Shareholders shall have approved this Agreement and the transactions contemplated by this Agreement in accordance with applicable law. The Company, as holder of the Transition Share, shall have approved this Agreement in accordance with applicable law.
6.2 All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either the Company or the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain such consults, orders, and permits would not involve a risk of a material adverse effect on the assets or properties of either the Company or the Trust, provided that either the Company or the Trust may for itself waive any of such conditions.
6.3 Each of the Company and the Trust shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLP as to the federal income tax consequences mentioned below. In rendering such opinion, such counsel may rely as to factual matters, exclusively and without independent verification, on the representations made in this Agreement (or in separate letters of representation that the Company and the Trust shall use their best efforts to deliver to such counsel) and the certificates delivered pursuant to
Section 3.2. Such opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Merger in accordance with this Agreement, for federal income tax purposes, the Merger will constitute a reorganization within the meaning of section 368(a) of the Code, and the Company and the Trust will be "a party to a reorganization" within the meaning of section 368(b) of the Code.
6.4 No application to deregister the Company as a registered investment company on Form N-8F has been filed with the SEC.
6.5 The Trust shall have adopted the Company's Registration Statement under the 1940 Act, as the Trust's Registration Statement.
6.6 All necessary actions and filings have been made with the AMEX to list the Trust Shares. At any time prior to the Closing, any of the foregoing conditions (except those set forth in Sections 6.1 and 6.3) may be waived by the directors/trustees of either the Company or the Trust if, in their judgment, such waiver will not have a material adverse effect on the interests of the Company's Shareholders.
7. Expenses. Except as otherwise provided in Section 4.3(c), all expenses incurred in connection with the transactions contemplated by this Agreement will be paid from the assets of the Company or the Trust.
8. Entire Agreement. Neither party has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the parties.
9. Amendment. This Agreement may be amended, modified, or supplemented at any time, notwithstanding its approval by the Shareholders or the holder of the Transition Share, in such manner as may be mutually agreed upon in writing by the parties; provided that following such approval no such amendment shall have a material adverse effect on the Shareholders' interests or the interests of the holder of the Transition Share.
10. Termination. This Agreement may be terminated at any time at or prior to the Effective Time, whether before or after approval by the Shareholders or the holder of the Transition Share:
10.1 By either the Company or the Trust (a) in the event of the other party's material breach of any representation, warranty, or covenant contained herein to be performed at or prior to the Effective Time, (b) if a condition to its obligations has not been met and it reasonably appears that such condition will not or cannot be met, or (c) if the Closing has not occurred on or before June 30, 2006; or
10.2 By the parties' mutual agreement. Except as otherwise provided in Section 7, in the event of termination under Sections 10.1(c) or 10.2, there shall be no liability for damages on the part of either the Company or the Trust, to the other.
11. Miscellaneous.
11.1 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware; provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern.
11.2 Nothing expressed or implied herein is intended or shall be construed to confer upon or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any rights or remedies under or by reason of this Agreement.
11.3 The execution and delivery of this Agreement have been authorized by the Trust's trustees, and this Agreement has been executed and delivered by a duly authorized officer of the Trust in his or her capacity as an officer of the Trust intending to bind the Trust as provided herein, and no officer, trustee or shareholder of the Trust shall be personally liable for the liabilities or obligations of the Trust incurred hereunder.
11.4 The execution and delivery of this Agreement have been authorized by the Company's directors, and this Agreement has been executed and delivered by a duly authorized officer of the Company in his or her capacity as an officer of the Company intending to bind the Company as provided herein, and no officer, director or Shareholder of the Company shall be personally liable for the liabilities or obligations of the Company incurred hereunder.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officers as of the day and year first written above.
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

Attest:                                        By: /s/ Thomas H. Dinsmore
/s/ H. Tucker Lake, Jr.                        Title: Chairman of the Board


                                               ELLSWORTH FUND

Attest:                                        By: /s/ Gary I. Levine
/s/ H. Tucker Lake, Jr.                        Title: Chief Financial Officer

Sub-Item 77Q1: Exhibits
(g)(2) Legal Opinion on Merger

[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]

February 17, 2006

Ellsworth Fund, Inc.
65 Madison Avenue
Morristown, New Jersey 07960

Ellsworth Fund Ltd.
65 Madison Avenue
Morristown, New Jersey
07960

Re: Federal Income Tax Consequences of the Reorganization of Ellsworth Fund, Inc.

Ladies and Gentlemen:
You have requested our opinion regarding certain United States federal income tax consequences in connection with the transfer of the property and assets of Ellsworth Convertible Growth and Income Fund., Inc., now known as Ellsworth Fund, Inc. (the "Company"), a Maryland corporation, to Ellsworth Fund, now known as Ellsworth Fund Ltd. (the "Trust"), a Delaware statutory trust, in exchange solely for shares of beneficial interest of Trust ("Trust Shares") and Trust's assumption of Company's liabilities, and the termination of the separate existence of the Company, all pursuant to the Agreement of Merger dated as of November 18, 2005 entered into by the Company and the Trust (the "Agreement") (the transaction in its entirety being hereinafter referred to as the "Merger"). Capitalized terms used in this letter without definition shall have the meanings given them in the Agreement.
For purposes of this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, statements and representations contained in originals or copies of the Agreement, the exhibits attached thereto, the Proxy Statement filed by the Company on December 1, 2005 with the Securities and Exchange Commission, and such other documents and instruments as we have deemed necessary or appropriate. In our examination of the foregoing materials, we have assumed the genuineness of all signatures, legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have assumed that such documents reflect all the material facts relating to the Merger. In addition, we have assumed that the Merger will be consummated in accordance with the terms of such documents and that none of the material terms and conditions contained therein will have been waived or modified prior to the consummation of the Merger.
In rendering this opinion, we are relying upon the representations, warranties and covenants made by Company and Trust in the Agreement as well as on letters of representation of even date that we have received from the officers of Company and Trust, copies of which are attached as Exhibit A hereto. We have not been asked to, nor have we undertaken to, verify the accuracy of these and other representations made to us. In this regard, we have assumed that any representation made "to the best of knowledge," "to the knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person making a representation has represented that such person either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, we have likewise assumed that there is in fact no such plan, intention, understanding, or agreement.
Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes:
1. The transfer of the assets of Company to Trust in exchange for Trust Shares and Trust's assumption of liabilities of Company, as provided in the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code and Company and Trust will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code.
2. In accordance with Section 361(a) and Section 361(c)(1) of the Code, no gain or loss will be recognized by Company on the transfer of its assets to Trust solely in exchange for Trust Shares and Trust's assumption of the liabilities of Company or on the distribution of Trust Shares to Company Shareholders, in constructive exchange for their Company Shares, in liquidation of Company.
3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Trust upon the receipt of assets of Company in exchange for Trust Shares.
4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Company Shareholders on the constructive exchange of Company Shares solely for Trust Shares pursuant to the Merger.
5. In accordance with Section 362(b) of the Code, the basis to Trust of the assets of Company will be the same as the basis of such assets in the hands of Company immediately prior to the Merger.
6. In accordance with Section 358(a) of the Code, a Company Shareholder's basis for Trust Shares received by the Company Shareholder in the Merger will be the same as his basis for the Company Shares constructively surrendered in exchange for such Trust Shares.
7. In accordance with Section 1223(1) of the Code, each Company Shareholder's holding period for Trust Shares received in the Merger will be determined by including such Company Shareholder's holding period for the Company Shares exchanged therefor, provided that the Company Shareholder held such Company Shares as a capital asset at the Effective Time.
8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Company transferred to Trust in the Merger will include the holding period for such assets in the hands of Company. We express no opinion as to the tax consequences of the Merger except as expressly set forth above, or as to any transaction except the Merger. We also note that certain Company Shareholders may be subject to special rules because of their particular federal income tax status and that the tax consequences of the Merger to such Company Shareholders may accordingly differ from the ones of general application that are described above. This opinion is intended to satisfy the mutual condition precedent to the Merger set forth in Section 6.3 of the Agreement, is being furnished to you solely for that purpose, and may not be relied upon by any other person without our express written consent. We expressly authorize Company to file this opinion with the Securities and Exchange Commission as an exhibit to the Company's semi-annual report on Form N-SAR, and our opinion is expressly conditioned upon the occurrence of such filing. Our opinion is based upon the Code, Treasury Regulations (proposed, temporary and final) promulgated thereunder, judicial decisions, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect on the date hereof. All such legal authorities are subject to change, either prospectively or retroactively. We are not undertaking hereby any obligation to advise you of any changes in the applicable law subsequent to the date hereof, even if such changes materially affect the tax consequences of the Merger that are set forth above. If any of the facts, assumptions or representations on which our opinion is based are incorrect, we expect you to advise us so that we may consider the effect, if any, on our opinion. Our opinion has no binding effect on the Internal Revenue Service or the courts of any jurisdiction. No assurance can accordingly be given that, if the matter were contested, a court would agree with the legal conclusions set forth above.

Sincerely,

/s/  Ballard Spahr Andrews & Ingersoll, LLP

Sub-Item 77Q3: Other exhibits

     CUSTODIAN/SUB-CUSTODIAN                              filed for series  0.

15.A) Custodian/Sub-custodian: THE BANK OF NEW YORK
   B) Is this a Custodian or Sub-custodian? (C/S): C

C) City: NEW YORK State: NY Zip Code: 10005 Zip Ext.: 1918
D) Foreign Country: Foreign Postal Code:

E) Mark ONE of the following with an 'X':

               Member Nat'l                 Foreign     Insurance Co.
    Bank       Sec. Exchg.       Self      Custodian      Sponsor
Sec.17(f)(1)    Rule 17f-1    Rule 17f-2   Rule 17f-5    Rule 26a-2    Other
------------   ------------   ----------   ----------   -------------  -----

X