SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240
14a-12
ELLSWORTH FUND LTD.
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(Name of Registrant as Specified In Its Charter)
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ELLSWORTH FUND LTD.
65 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
AMENDMENT TO PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JANUARY 12, 2007
December 1, 2006
Ellsworth Fund Ltd.'s (the "Trust") definitive proxy statement (the "Proxy
Statement"), first distributed to shareholders beginning on November 28, 2006,
relating to the Trust's 2007 annual meeting of shareholders to be held on
January 12, 2007, is amended as follows. First, the information in the table
following the second paragraph under the Trustees' Compensation section on page
10 of such Proxy Statement is amended to read as follows:
The following table shows the compensation that was paid to the trustees
solely by the Trust as well as by the Fund Complex as a whole (which consists
of two registered investment companies, the Trust and Bancroft Fund) during the
2006 fiscal year.
Aggregate Compensation Total Compensation
From Trust From Fund Complex
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Thomas H. Dinsmore $ -0- $ -0-
Jane D. O'Keeffe $ -0- $ -0-
Gordon F. Ahalt $20,000 $40,000
Elizabeth C. Bogan, Ph.D. $21,000 $42,500
Donald M. Halsted, Jr. $20,500 $41,500
Duncan O. McKee $16,500 $33,000
Robert J. McMullan $19,000 $38,500
Nicolas W. Platt $18,000 $36,000
Second, the information set forth in the "*" following the table under the
Security Ownership of Management section on page 11 of the Proxy Statement is
amended to indicate that the Trust's trustees and officers beneficially own
0.9% of the Trust's shares rather than 0.09% of the Trust's shares, as was
reported in the Proxy Statement.