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