Edgar Filing: ELLSWORTH FUND LTD

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

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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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
FRIDAY, JANUARY 11, 2008
11:00 A.M., EASTERN STANDARD TIME
AT
THE MADISON HOTEL, ONE CONVENT ROAD,
MORRISTOWN, NEW JERSEY 07960

To Shareholders of Ellsworth Fund Ltd.:

We cordially invite you to attend our 2008 Annual Meeting of Shareholders
to vote on:

1. Electing two trustees to three year terms;

2. Ratifying the Audit Committee's appointment of Tait, Weller & Baker
LLP as independent registered public accountants for fiscal year 2008;
and

3. Transacting any other business that properly comes before the meeting
or any adjournments or postponements of the meeting.

We are holding the Annual Meeting on Friday January 11, 2008 at 11:00 a.m.,
Eastern Standard Time, at The Madison Hotel, located at One Convent Road,
Morristown, New Jersey 07960.

You may vote on these proposals in person or by proxy. If you cannot attend
the meeting, we ask that you return your proxy promptly so that your vote is
counted. Only shareholders of record on November 14, 2007 will be entitled to
vote at the meeting or any adjournment or postponement of the meeting.

Thomas H. Dinsmore
Chairman of the Board of Trustees
November 26, 2007

ELLSWORTH FUND LTD.
65 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JANUARY 11, 2008

INFORMATION ABOUT THE ANNUAL MEETING

PROXY STATEMENT

We are sending you this Proxy Statement and the enclosed proxy card because
the Board of Trustees of Ellsworth Fund Ltd. (the Trust) is soliciting your
proxy to vote at the 2008 annual meeting of shareholders and at any adjournments
or postponements of the annual meeting (the Annual Meeting). This Proxy
Statement summarizes the information you need to know to cast an informed vote
at the Annual Meeting.

This Proxy Statement, the attached Notice of Annual Meeting and the
enclosed proxy card will first be sent on or about November 26, 2007 to all
shareholders entitled to vote. Shareholders who owned the Trust's shares of
beneficial interest on November 14, 2007 are entitled to vote. On this record
date, there were 12,659,098 shares outstanding. Each share of the Trust that you
own entitles you to one vote. (A fractional share has a fractional vote.)

We are also sending along with this Proxy Statement the Trust's 2007 Annual
Report, which includes our financial statements. If you have not received such
report or would like to receive an additional copy, please contact Gary I.
Levine at 65 Madison Avenue, Morristown, NJ 07960 or call (973) 631-1177. The
Trust will furnish such report free of charge. This report is also available
online at www.ellsworthfund.com.

TIME AND PLACE OF MEETING

We are holding the Annual Meeting on Friday January 11, 2008 at 11:00 a.m.,
Eastern Standard Time, at The Madison Hotel, located at One Convent Road,
Morristown, New Jersey 07960.

PROPOSAL TABLE

The following table summarizes each proposal to be presented at the Annual
Meeting and the page number of this proxy statement where you may find a
description of the proposal:

PROPOSAL PAGE NUMBER
-------- -----------
1. Electing trustees 2

2. Ratifying the Audit Committee's Appointment of
Tait, Weller & Baker LLP as independent registered
public accountants 11

The Board of Trustees, including all of the independent trustees, recommend
that you vote FOR Proposals 1 and 2.

HOW TO VOTE

You do not need to attend the Annual Meeting to vote your shares. Instead,
you may simply complete, sign and return the enclosed proxy card or use any of
the available alternative proxy voting methods specified in the instructions
that accompany this Proxy Statement.

If you are the record owner of your shares, the available alternative proxy
voting methods are telephone and Internet voting. If your shares are held by a
broker, the alternative proxy voting methods may include telephone, Internet and
any alternative method of voting permitted by your broker. Please see
"Additional Information on Voting" on page 13 below for a further discussion of
how to vote your shares.

BROKER VOTING

Under rules applicable to broker-dealers, if your broker holds your shares
in its name, we expect that the broker will be entitled to vote your shares on
Proposals 1 and 2 even if it has not received instructions from you. A "broker
non-vote" occurs when a broker has not received voting instructions from a
shareholder and is barred from voting the shares without shareholder
instructions because the proposal is considered to be non-routine. Because
Proposals 1 and 2 are considered routine, the Trust does not expect to receive
any broker non-votes.

PROPOSAL 1

ELECTION OF TRUSTEES

STRUCTURE OF THE BOARD OF TRUSTEES

The Board of Trustees (the Board) is divided into three classes for
purposes of election. One class is elected at each annual meeting of
shareholders. Trustees in each class serve for a three-year term. Classifying
the Board for election may be regarded as an "anti-takeover provision" because
it has the effect of maintaining the continuity of the Board and requiring at
least two years to change a majority of the Board.

The Board currently consists of six persons. Four of the trustees are
"independent," meaning they are not "interested persons" of the Trust within the
meaning of the Investment Company Act of 1940, as amended (the Investment
Company Act). Two of the Trust's trustees are "interested persons" because of
their business and financial relationships with the Trust and Davis-Dinsmore
Management Company (Davis-Dinsmore), the Trust's investment adviser.

At the 2008 Annual Meeting, the terms of two trustees are expiring. The
Governance Committee of the Board nominated the trustees, whose terms are
expiring in 2008, as set forth below, to serve for terms that expire in 2011.
Other trustees do not need to stand for election this year and will continue in
office for the rest of their respective terms. Each of the nominees is willing
to serve as a trustee. However, if a nominee becomes unavailable for election,
proxies will vote for another nominee proposed by the Board or, as an
alternative, the Board may keep the position vacant or reduce the number of
trustees.

NOMINEES FOR TRUSTEES

The Board has approved the nomination of the following individuals to serve
as trustees until the annual meeting of shareholders to be held in 2011. The
business address of each nominee and/or trustee listed below is Ellsworth Fund
Ltd., 65 Madison Avenue, Suite 550, Morristown, NJ 07960. Because Davis-Dinsmore
serves as investment adviser to the Trust and to another investment company,
Bancroft Fund Ltd. (Bancroft Fund), Bancroft Fund and the Trust make up a "fund
complex" (Fund Complex). If re-elected, each nominee would oversee the two
registered investment companies in the Fund Complex.

NOMINEE WHO IS AN INDEPENDENT TRUSTEE

PRINCIPAL OCCUPATION(S)

TRUSTEE DURING PAST 5 YEARS AND OTHER BUSINESS
NAME AND AGE SINCE EXPERIENCE OTHER DIRECTORSHIP(S) HELD
---------------------- ------- --------------------------------------- --------------------------

Daniel D. Harding - 55 2007 Senior Advisor with Harding Loevner Bancroft Fund
Management LP (investment advisory
firm) (since 2003).

Formerly, Mr. Harding was
co-founder and Chief Investment
Officer at Harding Loevner
Management LP (1989-2003). Mr.
Harding received his undergraduate
degree from Colgate University.

NOMINEE WHO IS AN INTERESTED PERSON

Thomas H. Dinsmore (1) - 54 1986 Chairman and Chief Executive Officer Bancroft Fund
of the Trust, Bancroft Fund and
Davis-Dinsmore (investment adviser to
the Trust and Bancroft Fund)
(since 1996).

Mr. Dinsmore is a Chartered
Financial Analyst. Mr. Dinsmore is
President of the Closed-End Fund
Association. Mr. Dinsmore received
a B.S. degree in Economics from the
Wharton School of Business at the
University of Pennsylvania, and an
M.A. degree in Economics from
Fairleigh Dickinson University.
----------------------------

(1) Mr. Dinsmore is an interested person (within the meaning of the Investment
Company Act) of the Trust and Davis-Dinsmore because he is an officer of
the Trust and an officer, director and holder of more than 5% of the
outstanding shares of voting common stock of Davis-Dinsmore.

REQUIRED VOTE

Trustees are elected by a plurality vote of shares cast at the Annual
Meeting, meaning that the trustee nominee with the most affirmative votes for a
particular seat on the Board is elected for such seat. In an uncontested
election for trustees, the plurality requirement is not a factor. Abstentions
will not count as votes cast and will have no effect on the outcome of this
proposal. We expect that brokers will be entitled to vote on this proposal. Any
broker non-vote will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THESE NOMINEES.

INFORMATION ABOUT THE TRUST'S OTHER TRUSTEES

Information about the Trust's other trustees whose terms continue after the
Annual Meeting is presented below. Each trustee oversees two registered
investment companies in the Fund Complex, the Trust and Bancroft Fund.

CONTINUING INDEPENDENT TRUSTEES

PRINCIPAL OCCUPATION(S)
TRUSTEE DURING PAST 5 YEARS AND OTHER BUSINESS
NAME AND AGE SINCE EXPERIENCE OTHER DIRECTORSHIP(S) HELD
---------------------- ------- --------------------------------------- --------------------------

Gordon F. Ahalt(1) - 79 1986 Retired. Bancroft Fund; and Helix Energy
Solutions Group, Inc. (energy
Formerly: President of G.F.A. Inc. services company)
(petroleum industry consulting
company) (1982 until 2000);
Consultant, W. H. Reaves & Co., Inc.,
(an asset management company)
(1987-1998). Mr. Ahalt spent his
career as an analyst of and a
consultant to the petroleum industry,
and previously served as a director or
executive officer of several energy
companies and an oil and gas
exploration company. Mr. Ahalt
received a B.S. degree in Petroleum
Engineering from the University of
Pittsburgh.
---------------------------------

(1) Term as trustee will expire in 2010.

Elizabeth C. Bogan, 1986 Senior Lecturer in Economics at
Ph.D. (1) - 63 Princeton University (since 1992). Bancroft Fund

Formerly: Chairman of Economics and
Finance Department, Fairleigh
Dickinson University, and a member of
the Executive Committee for the
College of Business Administration.
Dr. Bogan has chaired numerous
administrative and academic
committees. Dr. Bogan received an
A.B. degree in Economics from
Wellesley College, an M.A. degree in
Quantitative Economics from the
University of New Hampshire, and a
Ph.D. degree in Economics from
Columbia University. Her writings on
finance have been published in The
Financial Analysts Journal and in
other journals.

Nicolas W. Platt (1) - 54 1997 Managing Director, Rodman & Renshaw,
LLC (investment banking firm) (since
2006). Bancroft Fund

Formerly: President, CNC-US
(international consulting company)
(January 2003 to August 2006); Senior
Partner of Platt & Rickenbach
(financial relations firm) (May 2001
to January 2003); Senior Executive
with the WPP Group, UK and its public
relations subsidiaries, Ogilvy Public
Relations, Burson-Marsteller and
Robinson Lehr Montgomery (January 1995
to April 2001). Mr. Platt received a
B.A. degree from Skidmore College and
an M.A. degree in Economics from
Columbia University

---------------------------------
(1) Term as trustee will expire in 2010.

CONTINUING TRUSTEE WHO IS AN INTERESTED PERSON

Jane D. O'Keeffe(1)(2) - 52 1995 President of the Trust, Bancroft Bancroft Fund
Fund and Davis-Dinsmore (registered
investment adviser) (since 1996).

Ms. O'Keeffe received a B.A. degree
from University of New Hampshire and
attended the Lubin Graduate School of
Pace University.

----------------------------------
(1) Ms. O'Keeffe is an interested person (within the meaning of the
Investment Company Act) of the Trust and Davis-Dinsmore because she is
an officer of the Trust and an officer, director and holder of more
than 5% of the outstanding shares of voting common stock of
Davis-Dinsmore.
(2) Term as trustee will expire in 2009.

CERTAIN RELATIONSHIPS

Thomas H. Dinsmore and Jane D. O'Keeffe are brother and sister.

COMMITTEES OF THE BOARD OF TRUSTEES

The Board has three committees: an Audit Committee, a Governance Committee
and a Pricing Committee.

AUDIT COMMITTEE

The Trust has an Audit Committee that is separately designated and
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended (the Exchange Act). The Audit Committee is comprised
entirely of independent trustees (Mr. Ahalt, Dr. Bogan and Mr. Harding, with Dr.
Bogan serving as Chairperson). In addition, all such members are independent as
such term is defined by the American Stock Exchange's Company Guide.

The Audit Committee operates pursuant to a written charter. A current copy
of the Audit Committee's charter is available at the Trust's website at
www.ellsworthfund.com. In accordance with its charter, the Audit Committee
oversees the Trust's accounting and financial reporting policies and practices,
as well as the quality and objectivity of the Trust's financial statements and
the independent audit of the financial statements. Among other duties, the
Committee is responsible for: (i) the appointment, compensation, retention and
oversight of any independent registered public accountants employed by the Trust
(including monitoring the independence qualifications and performance of such
accountants and resolution of disagreements between the Trust's management and
the accountants regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services;
(ii) overseeing the accounting and financial reporting process of the Trust;
(iii) monitoring management's preparation of financial statements of the Trust
to promote accuracy and integrity of such financial statements and asset
valuation; (iv) assisting the Board in its oversight of the Trust's compliance
with legal and regulatory requirements that related to the Trust's accounting
and financial reporting, internal control over financial reporting and
independent audits; (v) pre-approving all permissible audit and non-audit
services provided to the Trust by its independent accountants, to the

extent required by Section 10A of the Exchange Act; (vi) pre-approving, in
accordance with Item 2.01(c)(7)(ii) of Regulation S-X, certain non-audit
services provided by the Trust's independent registered public accountants to
the Trust's investment adviser and certain other affiliated entities if the
Trust's independent registered public accountants are the same as, or affiliated
with, the investment adviser's or affiliated entities' accountants; and (vii) to
the extent required by Regulation 14A under the Exchange Act, preparing an audit
committee report for inclusion in the Trust's annual proxy statement.

AUDIT COMMITTEE REPORT

The Audit Committee reviewed and discussed the Trust's audited financial
statements with its independent registered public accountants, Tait, Weller &
Baker LLP (Tait Weller). These discussions included the accountant's judgments
about the quality, not just acceptability, of the Trust's accounting principles
as applied in its financial reporting. Tait Weller, the Audit Committee, and
management also discussed matters such as the clarity, consistency and
completeness of the accounting policies and disclosures, with a particular focus
on critical accounting policies.

The Audit Committee has received a letter from Tait Weller required by the
Public Company Accounting Oversight Board disclosing all relationships between
Tait Weller and its related entities and the Trust. The Audit Committee
discussed with Tait Weller its independence as the Trust's independent
registered public accountants. In addition, the Audit Committee has considered
whether the provision by Tait Weller of non-audit services to the Trust and to
the Bancroft Fund is compatible with the continuing independence of Tait Weller.
The Audit Committee also reviewed and discussed the Trust's audited financial
statements with management.

Based on the review and discussions described above, the Audit Committee
has recommended to the Board that the audited financial statements be included
in the Trust's annual report to shareholders for the fiscal year ended September
30, 2007 for filing with the Securities and Exchange Commission (SEC).

Elizabeth C. Bogan, Ph.D., Chairperson
Gordon F. Ahalt
Daniel D. Harding

GOVERNANCE COMMITTEE

The Governance Committee is comprised entirely of independent trustees (Mr.
Ahalt, Dr. Bogan and Mr. Platt, with Mr. Ahalt serving as Chairman). In
addition, all such members are independent as such term is defined by the
American Stock Exchange's Company Guide.

The Governance Committee operates pursuant to a written charter. A current
copy of the Governance Committee's charter is available at
www.ellsworthfund.com. In accordance with its charter, the Committee, among
other duties, is responsible for: (i) nominating persons for election or
appointment: (a) as additions to the Board, (b) to fill vacancies which, from
time to time, may occur on the Board, and (c) for election by shareholders of
the Trust at meetings called for the election of trustees; (ii) nominating
persons for appointment as members of each committee of the Board, including,
without limitation, the Audit Committee, the Governance Committee, and the
Pricing Committee; (iii) reviewing from time to time the compensation, if any,
payable to the trustees and making recommendations to the Board regarding
compensation; (iv) reviewing and evaluating from time to time the functioning of
the Board and the various committees of the Board; (v) overseeing the selection
of independent legal counsel to the independent trustees; and (vi) monitoring
the performance of independent legal counsel employed by the Trust and the
independent trustees.

Prior to a meeting of the shareholders of the Trust called for the purpose
of electing trustees, the Governance Committee will nominate one or more persons
for election as trustees at such meeting. The Governance Committee is also
responsible for nominating trustees to fill vacancies resulting from an increase
in the size of the Board or as a result of the resignation, death or removal of
a trustee. The independent trustees are generally authorized to elect nominees
to fill such vacancies.

Evaluation by the Governance Committee of a person as a potential nominee
to serve as a trustee, including a person nominated by a shareholder, should
result in the following findings by the Governance Committee: (i) upon advice of
independent legal counsel to the independent trustees, that the person will
qualify as an independent trustee (applicable only to the nomination of
independent trustees), and that the person is otherwise not disqualified under
the Investment Company Act or the rules of the American Stock Exchange from
serving as a trustee of the Trust; (ii) with respect to the nomination of
independent trustees only, that the person is free of any material relationship
with the Trust (other than as a shareholder of the Trust), that would interfere
with the exercise of independent judgment; (iii) that the person is willing to
serve, and willing and able to commit the time necessary for the performance of
the duties of a trustee; (iv) that the person can make a positive contribution
to the Board and the Trust, with consideration being given to the person's
business experience, education and such other factors as the Governance
Committee may consider relevant; (v) that the person is of good character and
high integrity; (vi) that the person has desirable personality traits including
independence, leadership and the ability to work with the other members of the
Board; (vii) that the person is not an American Stock Exchange employee or floor
member; and (viii) that the composition of the Board is varied as to educational
background, business experience and occupation.

Consistent with the Investment Company Act, the Governance Committee can
consider recommendations from management in its evaluation process.

The Governance Committee will consider nominees recommended by a
shareholder to serve as trustee, provided that: (i) such nominating person is a
shareholder of record at the time he or she submits the name of such nominee,
(ii) such person is a shareholder of record at the time of the meeting at which
shareholders are elected, (iii) such person is entitled to vote at the meeting
of shareholders at which trustees will be elected; and (iv) the Governance
Committee shall make the final determination of persons to be nominated. The
Governance Committee will evaluate nominees recommended by a shareholder to
serve as trustees in the same manner as they evaluate nominees identified by the
Governance Committee.

A shareholder may, at the 2009 annual meeting of shareholders, nominate an
individual for election to the Board at such meeting if the shareholder: (i) is
a shareholder of record at the time of giving notice to the Trust as described
in (iv) below; (ii) is a shareholder of record at the time of the 2009 Annual
Meeting, (iii) is entitled to vote at the 2009 Annual Meeting; and (iv) has
complied with the notice procedures in the Trust's bylaws. Such notice
procedures require that a shareholder submit the nomination in writing to the
Secretary of the Trust no earlier than September 13, 2008 but no later than
October 13, 2008. The notice must contain all information relating to the
nominee required for proxy solicitations by Regulation 14A under the Exchange
Act (including the individual's written consent to being named in the proxy
statement as a nominee and to serving as a trustee if elected). The notice must
also contain the shareholder's name and address as they appear on the Trust's
books (and the name and address of any beneficial owner, on whose behalf the
nomination is made) and the number of shares of beneficial interest owned
beneficially and of record by such shareholder and beneficial owner.

PRICING COMMITTEE

The Pricing Committee is comprised of three members, two of whom are
independent trustees (Mr. Harding and Mr. Platt, with Mr. Platt serving as
Chairman) and one of whom is an interested person

(Mr. Dinsmore). In accordance with its charter, the Committee assists the
Trust's investment adviser, Davis-Dinsmore, in its valuation of the Trust's
portfolio securities when pricing anomalies arise and the full Board is not
available to assist Davis-Dinsmore in making a fair value determination.

It is anticipated that the Committee will meet only as pricing anomalies or
other issues arise that cannot be resolved by the entire Board due to time
constraints.

BOARD AND COMMITTEE MEETING ATTENDANCE

During the 2007 fiscal year, the Board met eight times, the Audit Committee
met four times, the Governance Committee met four times, and the Pricing
Committee met one time. During the 2007 fiscal year, all trustees attended at
least 75% of meetings of the Board and of each Committee on which such trustees
served. The Trust's policy regarding trustee attendance at annual meetings of
shareholders is that trustees are encouraged but not required to attend such
annual meetings. Each of the Trust's then current trustees attended the Trust's
2007 annual meeting of shareholders.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES

The Trust adopted Shareholder Communication Procedures (the Procedures)
that set forth the process by which shareholders of the Trust may send
communications to the Board. If a shareholder sends a recommendation of a
nominee to the Board or to an individual trustee, such communication would be
covered by the Procedures. Shareholder proposals submitted pursuant to Rule
14a-8 under the Exchange Act, and communications made in connection with such
proposals are not subject to the Procedures. The Trust's bylaws also contain
provisions requiring a shareholder to provide advance notice of his or her
intention to nominate, at the Trust's annual meeting of shareholders, an
individual for election as trustee.

Pursuant to the Procedures, shareholders should send their communications
to the Trust's Shareholder Relations Group. Communications may be sent by
regular mail or delivery service to the following address: 65 Madison Avenue,
Suite 550, Morristown, NJ 07960. E-mail communications may be sent to:
info@ellsworthfund.com. All shareholder communications that are directed to the
Board or an individual trustee of the Trust in his or her capacity as trustee
and received by the Shareholder Relations Group shall be promptly forwarded to
the individual trustee of the Trust to whom they were addressed or to the full
Board, as applicable. Copies of all such shareholder communications will also be
distributed to the Chairs of the Trust's Audit Committee and Governance
Committee, and to counsel for the Trust and for the independent trustees.
Counsel for the Trust and for the independent trustees, upon receipt of its copy
of a shareholder communication, shall work with such Chairs and counsel for the
independent trustees to determine whether such shareholder communication should
be distributed to any trustees to whom it was not sent and whether and in what
manner the trustees should respond to such shareholder communication. Responses,
if any, to shareholder communications shall be coordinated by counsel for the
Trust and for the independent trustees, working with the Chairs.

TRUSTEES' COMPENSATION

Mr. Dinsmore and Ms. O'Keeffe are the only trustees of the Trust who are
officers of the Trust or Davis-Dinsmore. Each trustee who is not an officer of
the Trust or Davis-Dinsmore currently receives (1) an annual fee of $7,500, (2)
$1,000 plus expenses for each Board meeting attended, (3) $1,000 for each
shareholders' meeting attended, and (4) $500 for each Committee meeting
attended. The chairperson of each Committee receives an additional $2,000 annual
fee.

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
2007 fiscal year.

AGGREGATE COMPENSATION TOTAL COMPENSATION
FROM TRUST FROM FUND COMPLEX
---------------------- ------------------
Thomas H. Dinsmore................ $ -0- $ -0-
Jane D. O'Keeffe.................. $ -0- $ -0-
Gordon F. Ahalt................... $20,500 $41,000
Elizabeth C. Bogan, Ph.D.......... $19,500 $39,500
Donald M. Halsted (1)............. $ 5,875 $11,750
Daniel D. Harding................. $14,125 $28,250
Duncan O. McKee (2)............... $13,500 $27,000
Robert J. McMullan (3)............ $18,125 $37,625
Nicolas W. Platt.................. $19,000 $38,000

(1) Mr. Halsted retired as a trustee effective as of December 31, 2006.

(2) Mr. McKee retired as a trustee effective as of September 30, 2007.

(3) Mr. McMullan resigned as a trustee effective as of October 1, 2007.

SECURITY OWNERSHIP OF MANAGEMENT

The Trust's trustees, nominees for trustee and officers owned the Trust's
shares as shown on the following table as of October 31, 2007 (officers of the
Trust are identified in the "Additional Information - Executive Officers"
section of this proxy).

SHARES OF TRUST
OWNED BENEFICIALLY*
-------------------
Gordon F. Ahalt.................................... 2,400 (1)
Elizabeth C. Bogan, Ph.D........................... 26,792
Thomas H. Dinsmore................................. 42,025 (2)
Daniel D. Harding. ................................ 1,000
Jane D. O'Keeffe................................... 11,940 (3)
Nicolas W. Platt................................... 500
H. Tucker Lake, Jr................................. 15,555 (4)
Gary I. Levine..................................... 2,981 (5)
Germaine M. Ortiz.................................. 1,884 (6)
Mercedes A. Pierre................................. 2,880 (7)
Joshua P. Lake..................................... 2,438 (8)

---------------------------------
* Represents for each trustee and officer less than 1% of the outstanding shares
of the Trust. As of October 31, 2007, trustees and officers of the Trust
beneficially owned in the aggregate 110,395 shares of the Trust, representing
approximately 0.10% of the outstanding shares. Except as otherwise indicated,
each trustee and officer possesses sole investment and voting power with respect
to shares beneficially owned.

(1) Mr. Ahalt possesses shared investment and voting power with his wife.

(2) Includes (i) 541 shares held in trust for the benefit of Mr. Dinsmore's
minor child, (ii) 5,213 shares which Mr. Dinsmore owned jointly with his wife,
and (iii) 3,655 shares owned solely by his wife, as to which shares Mr. Dinsmore
disclaims beneficial ownership.

(3) Includes (i) 1,596 shares held in trust for the benefit of Ms. O'Keeffe's
minor children, and (ii) 1,386 shares owned jointly with her husband.

(4) Includes 12,358 shares owned by Mr. Lake's spouse.

(5) Includes (i) 375 shares as to which Mr. Levine possesses shared investment
and voting power, (ii) 604 shares held in trust for the benefit of Mr. Levine's
minor children, and (iii) 2,002 shares owned by his wife.

(6) Includes 675 shares as to which Ms. Ortiz possesses shared investment and
voting power.

(7) Includes 464 shares as to which Ms. Pierre possesses shared investment and
voting power.

(8) Includes 104 shares as to which Mr. Lake possesses shared investment and
voting power.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Based solely on a review of filings with the SEC, the following table
provides information about those shareholders that beneficially own more than 5%
of the outstanding shares of the Trust.

PERCENT OF OUTSTANDING
NAME NUMBER OF SHARES OWNED SHARES
----------------------------- ---------------------- ----------------------
Relative Value Partners, LLC 1,318,923 10.4%
1033 Skokie Boulevard
Suite 150
Northbrook, IL 60062 (1)

(1) Based upon information disclosed in a Form 3 dated November 14, 2007.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Although not required to do so, the Board seeks your ratification of the
Audit Committee's appointment of Tait Weller as the Trust's independent
registered public accountants for the 2008 fiscal year. The Board believes that
the shareholders should have the opportunity to vote on this matter. If the
appointment is not ratified, the Audit Committee will meet to select new
independent registered public accountants for the Trust's 2008 fiscal year. We
do not expect that a representative from Tait Weller will be present at the
Annual Meeting. However, should a Tait Weller representative choose to attend,
he or she will have an opportunity to make a statement and to respond to
appropriate questions.

FEES BILLED BY TAIT WELLER RELATED TO THE TRUST

Set forth in the table below are the aggregate fees billed to the Trust by
Tait Weller for services rendered to the Trust during the Trust's last two
fiscal years ended September 30, 2006 and September 30, 2007.

Fiscal Year Ended
September 30 Audit Fees Audit-Related Fees(1) Tax Fees (2) All Other Fees
------------ ---------- ------------------ -------- --------------
2006 $ 31,000 $0 $ 2,600 $0
2007 $ 32,000 $0 $ 2,700 $0

Tait Weller billed the Trust aggregate non-audit fees of $2,700 for the fiscal
year ended 2007, and $2,600 for the fiscal year ended 2006, for non-audit
services rendered to the Trust.

(1) All Audit-Related Fees were pre-approved by the Trust's Audit Committee. No
Audit-Related Fees were approved by the Trust's Audit Committee pursuant to
section 2.01(c)(7)(i)(C) of Regulation S-X, which waives the pre-approval
requirement for certain de minimus fees.

(2) "Tax Fees" include those fees billed by Tait Weller in connection with
their review of the Trust's income tax returns for fiscal years 2006 and
2007. All Tax Fees were pre-approved by the Trust's Audit Committee. No Tax
Fees were approved by the Trust's Audit Committee pursuant to section
2.01(c)(7)(i)(C) of Regulation S-X, which waives the pre-approval
requirement for certain de minimus fees.

NON-AUDIT SERVICES BILLED TO DAVIS-DINSMORE

During each of the last two fiscal years ended September 30, 2007 and
September 30, 2006, Tait Weller did not provide any non-audit services to
Davis-Dinsmore or its affiliates or otherwise bill Davis-Dinsmore or its
affiliates for any non-audit services.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee pre-approves all audit and permissible non-audit
services that are proposed to be provided to the Trust by its independent
registered public accountants before they are provided to the Trust. Such
pre-approval also includes the proposed fees to be charged by the independent
registered public accountants for such services. The Audit Committee may
delegate the pre-approval of audit and permissible non-audit services and
related fees to one or more members of the Audit Committee who are
"independent," as such term is defined in Rule 10A-3(b)(1)(iii) under the
Exchange Act. Any such member's decision to pre-approve audit and/or non-audit
services and related fees shall be presented to the full Audit Committee, solely
for informational purposes, at its next scheduled meeting.

The Audit Committee also pre-approves non-audit services to be provided by
the Trust's independent registered public accountants to the Trust's investment
adviser if the engagement relates directly to the operations and financial
reporting of the Trust and if the Trust's independent registered public
accountants are the same as, or affiliated with, the investment adviser's
registered public accountants.

REQUIRED VOTE

The affirmative vote of the majority of votes cast is needed to approve the
ratification of the Audit Committee's appointment of the independent registered
public accountants. Abstentions will not

count as votes cast and will have no effect on the outcome of this proposal. We
expect that brokers will be entitled to vote on this proposal, but any broker
non-vote will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.

ADDITIONAL INFORMATION ON VOTING

VOTING BY PROXY

Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. If you are the record owner of your shares on the books of
the Trust's transfer agent, then you may also submit your proxy vote by
telephone or via the Internet, by following the instructions accompanying this
Proxy Statement. If your broker holds your shares in its name, you may submit
your proxy vote by any other means specified in the instructions that accompany
this Proxy Statement. Returning the proxy card or using any of the available
alternative proxy voting methods will not affect your right to attend the Annual
Meeting and vote.

If you properly fill in your proxy card and send it to us in time to vote
or use any of the available alternative proxy voting methods, your "proxy" (one
of the individuals named on your proxy card) will vote your shares as you have
directed. If you sign the proxy card or use any of the available alternative
proxy voting methods but do not make specific choices, your proxy will vote your
shares as recommended by the Board as follows and in accordance with
management's recommendation on other matters:

o FOR the election of all nominees for trustees.

o FOR ratification of the appointment of independent registered public
accountants for 2008.

Your proxy will also have authority to vote and act on your behalf at any
adjournment of the meeting.

If you authorize a proxy to vote for you, you may revoke the authorization
at any time before it is exercised. You can do this in one of four ways:

o You may send in another proxy with a later date.

o If you submitted a proxy by telephone, via the Internet or via an
alternative method of voting permitted by your broker, you may submit
another proxy by telephone, via the Internet, or via such alternative
method of voting, or send in another proxy with a later date.

o You may notify the Trust's Secretary in writing before the Annual
Meeting that you have revoked your proxy.

o You may vote in person at the Annual Meeting if you were the record
owner of your shares on the record date.

VOTING IN PERSON

If you do attend the Annual Meeting, were the record owner of your shares
on the record date, and wish to vote in person, we will give you a ballot when
you arrive. HOWEVER, IF YOUR SHARES WERE HELD IN THE NAME OF YOUR BROKER, BANK
OR OTHER NOMINEE ON THE RECORD DATE, YOU MUST BRING A LETTER FROM THE NOMINEE
INDICATING THAT YOU WERE THE BENEFICIAL OWNER OF THE SHARES ON NOVEMBER 14,
2007, THE RECORD DATE FOR VOTING, AND AUTHORIZING YOU TO VOTE. THE LETTER MUST
ALSO STATE WHETHER BEFORE THE ANNUAL MEETING YOU AUTHORIZED A PROXY TO VOTE FOR
YOU AND IF SO, HOW YOU INSTRUCTED SUCH PROXY TO VOTE.

QUORUM REQUIREMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist if shareholders entitled to vote a majority of all shares outstanding
on the record date are present in person or by proxy. Broker non-votes, if any,
and abstentions will count as present for establishing a quorum.

ADJOURNMENTS

If a quorum is not present at the Annual Meeting or a quorum is present but
sufficient votes to approve a proposal are not received, the persons named as
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the votes cast at the Annual Meeting in person
or by proxy. The persons named as proxies will vote those proxies they are
entitled to vote "for" a proposal in favor of such an adjournment and will vote
those proxies required to be voted "against" such proposal against such an
adjournment. A shareholder vote may be taken on a proposal in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

ADDITIONAL INFORMATION

INVESTMENT ADVISER AND ADMINISTRATOR

Davis-Dinsmore Management Company, 65 Madison Avenue, Morristown, New
Jersey 07960, is the Trust's investment adviser and administrator.

EXECUTIVE OFFICERS

The Trust's executive officers are elected by the Board, receive no
compensation from the Trust and hold office until the meeting of the Board
following the next annual meeting of shareholders and until his or her successor
shall have been duly elected and qualified, or until his or her earlier death,
resignation or removal. Information about these officers is presented below.

NAME, AGE AND POSITION(S) HELD OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
WITH THE TRUST SINCE AND BUSINESS EXPERIENCE
------------------------------ ------- -----------------------------------------------------------

Thomas H. Dinsmore - 54 1986 Information about Mr. Dinsmore is presented earlier in this
Trustee, Chairman and Chief proxy statement under "Proposal 1, Election of Trustees -
Executive Officer Nominees for Trustees - Nominee Who is an Interested Person."

Jane D. O'Keeffe - 52 1994 Information about Ms. O'Keeffe is presented earlier in this
Trustee and President proxy statement under "Proposal 1, Election of Trustees -
Information About the Trust's Other Trustees - Continuing
Trustee Who is an Interested Person."

H. Tucker Lake, Jr. - 60 1994 Vice President of the Trust, Bancroft Fund (since 2002) and
Vice President Davis-Dinsmore (since 1997).

Formerly: Vice President, Trading of the Trust (1994-2002).

Joshua P. Lake, C.T.P. - 31 2002 Treasurer of the Trust and Bancroft Fund (since April 2004),
Treasurer and Assistant Secretary Assistant Secretary of the Trust and Bancroft Fund (since
February 2002) and Assistant Treasurer and
Assistant Secretary of Davis-Dinsmore (since
February 2002).

Formerly: Assistant Treasurer of the Trust and Bancroft Fund
(from 2002 to 2004).

Gary I. Levine - 50 1986 Executive Vice President and Chief Financial Officer of the
Executive Vice President, Chief Trust, Bancroft Fund and Davis-Dinsmore (since April 2004);
Financial Officer and Secretary Secretary of the Trust, Bancroft Fund and Davis-Dinsmore
(since November 2003); Treasurer of Davis-Dinsmore (since
1997).

Formerly: Vice President of the Trust, Bancroft Fund and
Davis-Dinsmore (January 2002 - April 2004); Treasurer of the
Trust and Bancroft Fund (April 1993 - April 2004).

Germaine M. Ortiz - 38 1996 Vice President of the Trust, Bancroft Fund and Davis-Dinsmore
Vice President (since 1999).

Mercedes A. Pierre - 46 1998 Vice President of the Trust and Bancroft Fund (since April
Vice President and Chief Compliance 2004); Chief Compliance Officer of the Trust and Bancroft
Officer Fund (since July 2004); and Vice President and Chief
Compliance Officer of Davis-Dinsmore (since 2004).

Formerly: Assistant Treasurer of the Trust and Bancroft Fund
(January 1998 - February 2005).

CERTAIN RELATIONSHIPS

H. Tucker Lake, Jr. is the cousin of Thomas H. Dinsmore and Jane D.
O'Keeffe and the father of Joshua P. Lake. Gary I. Levine's wife is Germaine M.
Ortiz's first cousin.

DOLLAR RANGE OF SECURITIES HELD BY TRUSTEES AND NOMINEES

Set forth below is the dollar range of equity securities beneficially owned
(1) in both the Trust and Fund Complex by each trustee and each nominee for
election as a trustee of the Trust as of October 31, 2007.(2)

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
FUNDS OVERSEEN OR TO BE
DOLLAR RANGE OF EQUITY OVERSEEN BY THE TRUSTEE OR
SECURITIES IN NOMINEE
THE TRUST (3) IN FUND COMPLEX (4)
--------------- --------------------------

Gordon F. Ahalt............. $10,001-$50,000 $10,001-$50,000
Elizabeth C. Bogan, Ph.D.... over $100,000 over $100,000
Thomas H. Dinsmore.......... over $100,000 over $100,000
Daniel D. Harding. ......... $1-$10,000 $10,001-$50,000
Jane D. O'Keeffe............ over $100,000 over $100,000
Nicolas W. Platt............ $1-10,000 $10,001-$50,000

----------------------------
(1) Beneficial ownership has been determined based upon the trustee's or
nominee's direct or indirect pecuniary interest in the equity securities.

(2) The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
or over $100,000.

(3) The dollar range of equity securities owned in the Trust is based on the
closing price of $8.52 on October 31, 2007 on the American Stock Exchange.

(4) The dollar range of equity securities owned in the Fund Complex is based on
the closing price of $8.52 for the Trust and $21.35 for Bancroft Fund on
October 31, 2007 on the American Stock Exchange.

PROXY SOLICITATION

The Trust expects to solicit proxies principally by mail. The Trust will
pay the cost of soliciting proxies and may reimburse third parties for their
expenses in forwarding solicitation materials to the beneficial owners of the
Trust's shares. Officers of the Trust may also solicit proxies by telephone,
facsimile, the Internet or personal interview, and will not receive any
additional compensation for such solicitation.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, Section 30(h) of the Investment Company
Act, and the regulations of the SEC thereunder, require the Trust's officers and
trustees and direct or indirect beneficial owners of more than 10% of the
Trust's shares, as well as Davis-Dinsmore, its directors and officers and
certain of its other affiliated persons (collectively, Reporting Persons), to
file initial reports of ownership and changes in ownership with the SEC.
Reporting Persons are required to furnish the Trust with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of such forms received by it and
written representations, the Trust believes that all filing requirements
applicable to the Reporting Persons have been complied with during the fiscal
year ended September 30, 2007.

SHAREHOLDER PROPOSALS

If you want us to consider including a shareholder proposal in the Trust's
proxy statement for the 2009 annual meeting of shareholders, we must receive it
from you no later than July 29, 2008. To be eligible to submit a proposal, you
must demonstrate satisfaction of the requirements for making shareholder
proposals set forth in the proxy rules promulgated by the SEC.

A shareholder may bring other business before the 2009 Annual Meeting of
shareholders if: (1) the shareholder is a shareholder of record at the time of
giving notice to the Trust; (2) the shareholder is entitled to vote at the 2009
Annual Meeting; (3) the shareholder has complied with the notice procedures in
the Trust's bylaws, and (4) such other business is otherwise a proper matter for
action by shareholders. The notice procedures require that a shareholder submit
the proposal in writing to the Secretary of the Trust no earlier than September
13, 2008 but no later than October 13, 2008. The notice must include a brief
description of the business desired to be brought before the 2009 Annual
Meeting, the reasons for conducting such business at the 2009 Annual Meeting,
and any material interest the shareholder and any beneficial owners on whose
behalf the proposal is made may have in such business. The notice must also
include the shareholder's name and address as they appear on the Trust's books
(and the name and address of any beneficial owner on whose behalf the proposal
is made), as well as the number of shares owned of record and beneficially by
such shareholder and beneficial owner.

By order of the Board of Trustees,

/s/ THOMAS H. DINSMORE
----------------------------------
Thomas H. Dinsmore
Chairman of the Board of Trustees
November 26, 2007

ELLSWORTH FUND LTD.

ANNUAL MEETING TO BE HELD JANUARY 11, 2008
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Thomas H. Dinsmore, Gary I. Levine, and
Jane D. O'Keeffe, and any one of them separately, attorneys and proxies, with
power of substitution in each, to vote and act on behalf of the undersigned at
the annual meeting of shareholders of Ellsworth Fund Ltd. (the "Trust") at The
Madison Hotel, One Convent Road, Morristown, New Jersey 07960 on January 11,
2008 at 11 a.m., and at all adjournments or postponements thereof, according to
the number of beneficial shares which the undersigned could vote if present,
upon such subjects as may properly come before the meeting, all as set forth in
the notice of the meeting and the proxy statement furnished therewith. UNLESS
OTHERWISE MARKED ON THE REVERSE HEREOF, THIS PROXY IS GIVEN WITH AUTHORITY TO
VOTE FOR THE TRUSTEES LISTED, AND FOR THE PROPOSAL TO RATIFY THE AUDIT
COMMITTEE'S SELECTION OF ACCOUNTANTS.

PLEASE FILL IN, DATE AND SIGN THE PROXY ON THE OTHER SIDE
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE

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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/

1. Election as trustees of all nominees listed below for the terms specified in
the proxy statement.

NOMINEES:

/ / FOR ALL NOMINEES / / Thommas H. Dinsmore

/ / Daniel D. Harding

/ / WITHHOLD AUTHORITY FOR ALL NOMINEES

/ / FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: /X/

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FOR AGAINST ABSTAIN
2. Proposal to ratify selection of accountants. / / / / / /

YOUR VOTE IS IMPORTANT TO US. PLEASE FILL IN, DATE AND SIGN YOUR PROXY AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that / /
changes to the registered name(s) on the account may not be submitted
via this method.
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Signature of Shareholder Date
--------------------------------- ------------------

NOTE: Please sign as name appears hereon. Joint owners each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.