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BANCROFT FUND LTD.
ELLSWORTH FUND LTD.
(THE “FUNDS”)

AMENDED AND RESTATED
AUDIT COMMITTEES CHARTER
(Amended effective April 12, 2010)

1. Membership; Qualifications.

a. Each Audit Committee shall have at least three members. [Section 803B(2)(a) of the NYSE AMEX Company Guide (“NYSE AMEX Guide”).]

b. Each member of the Audit Committees shall be able to read and understand fundamental financial statements, including a Fund’s balance sheet, income statement, and cash flow statement. [Section 803B(2)(a)(iii) of the NYSE AMEX Guide.]

c. At least one member of each Audit Committee must be “financially sophisticated” in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. [Section 803B(2)(a)(iii) of the NYSE AMEX Guide.]

d. At least one member of each Audit Committee must be an “audit committee financial expert” as such term is defined in Form N-CSR. Such member is presumed to qualify as financially sophisticated. [Section 803B(2)(a)(iii) of the NYSE AMEX Guide.]

e. Each member of the Audit Committees shall be free of any material relationship with the Funds that, in the opinion of the Boards of Trustees of the Funds (the “Boards”), would interfere with his or her individual exercise of independent judgment. [Section 121A(2) of the AMEX Company Guide.]

f. No member of the Audit Committees shall, other than in his or her capacity as a member of the Audit Committees, the Boards, or any other Board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the Funds. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Funds (provided that such compensation is not contingent in any way on continued service). [Rule 10A-3(b)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)]

g. No member of either of the Audit Committees shall be an “interested person” of any of the Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). [Section 803A(3) and 803B(2)(a)(i) of the NYSE AMEX Guide; Rule 10A-3(b)(1)(iii) promulgated under the Exchange Act]

h. No member of either of the Audit Committees shall have participated in the preparation of the Funds’ financial statements during the past three years. [Section 803B(2)(a)(ii) of the NYSE AMEX Guide.]

2. Purposes. The purposes of the Audit Committees are:

a. in their capacity as committees of the Boards, to be directly responsible for the appointment (subject to ratification by a majority of the Boards who are not “interested persons” of the Funds as defined in the 1940 Act (“disinterested trustees”)), compensation, retention and oversight of the work of any independent registered public accountants (the “independent auditors”) employed by the Funds (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; [Section 10A(m)(2) of the Exchange Act, Rule 10A-3(b)(2) adopted thereunder, and Section 803B(4) of the NYSE AMEX Guide]

b. to oversee the Funds’ accounting and financial reporting policies and processes, its internal controls and, as appropriate, the internal controls of their investment adviser; [Section 803B(1)(c) of the NYSE AMEX Guide.]

c. to oversee the quality and objectivity of the Funds’ financial statements and the independent audit thereof; [Section 803B(1)(c) of the NYSE AMEX Guide.]

d. to the extent required by Section 10A(h) and (i) of the Exchange Act, to preapprove all audit and permissible non-audit services that are provided to the Funds by their independent auditors;

e. to pre-approve, in accordance with Item 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds’ independent auditors to the Funds’ investment adviser and/or administrator if the Funds’ independent auditors are the same as, or affiliated with, the investment adviser’s auditors;

f. to the extent required by Regulation 14A under the Exchange Act, to prepare an audit committee report for inclusion in a Fund’s annual proxy statement; and

g. to serve as the Funds’ qualified legal compliance committee (“QLCC”) within the meaning of Part 205 of the Commission’s Rules of Practice – Standards of Professional Conduct for Attorneys Appearing and Practicing before the Commission in the Representation of an Issuer (the “Attorney Conduct Rules”).

3. Duties and Powers. To carry out their purposes, the Audit Committees shall have the following duties and powers:

a. to be directly responsible for the appointment (subject to ratification by a majority of the Boards of the Funds who are not interested persons of the Funds (the “independent trustees”)), compensation, retention and oversight of the work of any independent auditors employed by the Funds, including reviewing with such auditors the proposed audit plans and meeting with the auditors after completion of the audit to review the work done in connection with the audit and to discuss and resolve any disagreements between management and the auditor regarding financial reporting. All of the foregoing shall be for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, and each such independent auditors must report directly to the Audit Committees; [Section 10A(m)(2) of the Exchange Act, Rule 10A-3(b)(2) adopted thereunder, and Section 803B(4) of the NYSE AMEX Guide.]

b. to evaluate the independence of the Funds’ independent auditors, including whether such auditors provide any consulting services to the Funds’ investment adviser and/or administrator; to receive from such auditors a formal written statement delineating all relationships between such auditors and the Funds, consistent with Independence Standards Board Standard 1; and to actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors and for taking, or recommending that the full Boards take, appropriate action to oversee the independence of the outside independent auditors; [Section 803B(1)(b) of the NYSE AMEX Guide]

c. to oversee the accounting and financial reporting process of the Funds and the audits of the financial statements of the Funds, and in connection therewith, to meet with the Funds’ independent auditors, including private meetings, as necessary (i) to review the arrangements for and scope of the annual audit and any special audits and any audit plans prepared by the independent auditors for the Funds; (ii) to discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the independent auditors, or other results of said audit(s); (iii) to consider the independent auditors’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto; and (iv) to review the form of opinion the independent auditors propose to render to the Boards and shareholders; [Section 803B(1)(c) of the NYSE AMEX Guide.]

d. to receive and review the written disclosures and the letter from the independent auditors regarding their independence that are required by Item 407(d) of Regulation S-K, to discuss with such auditors their independence, and to consider whether the provision by such auditors of permissible non-audit services to (i) the Funds, (ii) their advisor or (iii) any person that controls, is controlled by or is under common control with such advisor that provides services to the Funds, is compatible with maintaining such auditors’ independence; [Item 7(e), Item 9(e)(8) of Schedule 14A, Item 22(b)(16)(i) and Item 407(d)(3) of Regulation S-K]

e. to review and discuss audited financial statements contained in annual and other periodic reports to shareholders with management and the independent auditors to determine that such auditors are satisfied with the disclosure and content of the annual financial statements and the quality of the Funds’ accounting and financial reporting policies, procedures and internal control over financial reporting (including the Funds’ critical accounting policies and practices), and also to discuss with management and the independent auditors the clarity, consistency and completeness of accounting policies and disclosures; [Item 7(e) and Item 22(b)(16)(i) of Schedule 14A, and Item 407(d)(3) of Regulation S-K]

f. based upon a review of the items discussed in (d) and (e) above, to recommend to the Boards that the Funds’ audited financial statements be included in the Funds’ annual reports to shareholders; [Item 7(e) and Item 22(b)(16)(i) of Schedule 14A, and Item 407(d)(3) of Regulation S-K]

g. the Audit Committees shall prepare the audit committee report that SEC rules require to be included in the Funds’ annual proxy statement. [Item 7(e) and Item 22(b)(16)(i) of Schedule 14A, and Item 407(d)(3) of Regulation S-K]

h. to consider the effect upon the Funds of any changes in accounting principles or practices proposed by management or the independent auditors and to review information received from management and such auditors regarding regulatory changes and new accounting pronouncements that affect net asset value calculations and financial statement reporting requirements;

i. to the extent that certifications by officers of the Funds (the “signing officers”) as to the Funds’ financial statements or other financial information are required by applicable law to be included with or in the Funds’ periodic reports filed with the Securities and Exchange Commission (“SEC”), to receive from such officers notifications if such certifications are not included for any reason; [Item 12 of Form N-CSR]

j. to meet as necessary with counsel to the Funds, counsel to the disinterested trustees of the Funds and, if applicable, independent counsel or other advisers to the Audit Committees and to review information provided by all such persons on legal issues having the possibility of impacting the financial reporting process, including items of industry-wide importance and internal issues such as litigation;

k. to the extent required by Section 10A(h) and (i) of the Exchange Act, to preapprove all audit and permissible non-audit services that are proposed to be provided to the Funds by their independent auditors before they are provided to the Funds. Such pre-approval shall also include the proposed fees to be charged by the independent auditors for such services. The Audit Committees may delegate the pre-approval of audit and permissible non-audit services and related fees to one or more members of the Audit Committees 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 Committees, solely for informational purposes, at their next scheduled meeting; [Section 10A(h) and (i) of the Exchange Act.]

l. to the extent required by Item 2-01(c)(7)(ii) of Regulation S-X, to pre-approve non-audit services to be provided by the Funds’ independent auditors to the Funds’ investment adviser and/or administrator if the engagement relates directly to the operations and financial reporting of any Fund and if the Funds’ independent auditors are the same as, or affiliated with, the investment adviser’s or certain affiliated entities’ auditors; [Item 2-01(c)(7)(ii) of Regulation S-X and Item 9(e)(8) of Schedule 14A]

m. in connection with any pre-approval of any permissible tax service that is proposed to be provided by the independent auditors to a Fund, its investment adviser or administrator, to (i) receive in writing a description of (A) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written or otherwise) between the independent auditors, and such entity, relating to the service, (B) any compensation arrangement or other agreement, between the independent auditor (or affiliate of the auditor) and any person (other than any such entity) with respect to the promoting, marketing, or recommending of a transaction covered by the service, (ii) discuss with the independent auditors the potential effects of the services on the independence of the independent auditors; and (iii) document the substance of the discussion with the independent auditors; [Public Company Accounting Oversight Board Rule 3524]

n. to investigate improprieties or suspected improprieties in fund operations, including but not limited to receiving and reviewing disclosures by the Funds’ signing officers to the Audit Committees of (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Funds’ ability to record, process, summarize, and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Funds’ internal controls; [Item 12(a)(2) of Certification 5 of Form N-CSR]

o. to establish procedures for (i) the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Funds (or the Funds’ investment adviser and administrator) of concerns regarding questionable accounting or auditing matters [Section 10A(m)(4) of the Exchange Act, Rule 10A-3(b)(3) adopted thereunder, and Section 803B(4) of the NYSE AMEX Guide]

p. to receive and review information provided by management and the independent auditors regarding the Funds’ accounting system and controls, including but not limited to receiving from the Funds’ independent auditors information concerning (i) all critical accounting policies and practices to be used, (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Funds, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by such independent auditors, and (iii) other material written communications between such independent auditors and the management of the Funds such as the management letter or schedule of unadjusted differences; [Section 10A(k) of the Exchange Act]

q. to carry out the responsibilities of a QLCC as set forth in the Attorney Conduct Rules, and in connection therewith: (i) to adopt written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law (a “Material Violation”); (ii) to report to a Fund’s chief executive officer any report of evidence of a Material Violation (iii) to determine whether an investigation is necessary regarding any report of evidence of a Material Violation by the Fund, its officers, trustees, employees or agents and, if it determines an investigation is necessary or appropriate, to: (A) notify the full Board; (B) initiate an investigation, which may be conducted by outside attorneys; and (C) retain such additional expert personnel as the Audit Committee deems necessary; and (iv) at the conclusion of any such investigation, to: (A) recommend, by majority vote, that the Fund implement an appropriate response to evidence of a Material Violation; and (B) inform the chief executive officer and the Board of the results of any such investigation and the appropriate remedial measures to be adopted; and (v) acting by majority vote, to take all other appropriate action, including the authority to notify the Commission in the event that the Fund fails in any material respect to implement an appropriate response the Audit Committee has recommended the Fund to take; [Attorney Conduct Rules § 205.2(k)]

r. to receive reports of violations and potential violations of the Funds’ Code of Ethics for Principal Financial Officers (the “Code”) from the Funds’ Compliance Officer or his/her designee, and determine whether a violation has occurred;

s. to inform the disinterested trustees of the Funds of any violation of the Code; and

t. to report their activities to the full Boards on a regular basis and to make such recommendations and/or decisions with respect to the above and other matters as the Audit Committees may deem necessary or appropriate.

4. Appointment of Independent Auditors. The Audit Committees shall appoint the Funds’ independent auditors at an in-person meeting. If, at any time, the approval by the Audit Committees of the Funds’ independent auditors constitutes an approval of such auditors by less than a majority of the disinterested trustees, such approval shall be ratified by a majority of the Funds’ disinterested trustees at the next regularly scheduled in-person meeting of the Boards; [Section 32(a)(1) of the Investment Company Act of 1940, as amended]

5. Meetings. The Audit Committees shall meet on a regular basis as often as necessary to fulfill its responsibilities, including at least annually in connection with the issuance of the Funds’ financial statements. The Audit Committees may meet either on their own or in conjunction with meetings of the full Boards. Meetings of the Audit Committees may be held in person or by telephone or video conference. Where appropriate, the Audit Committees may take action by unanimous written consent in lieu of a meeting. [Section 803B(3) of the NYSE AMEX Guide]
The Audit Committees shall regularly meet with the Chief Financial Officer of the Funds.

6. Authority; Funding.

a. The Audit Committees shall have the resources and authority appropriate to carry out their duties, including the authority to engage independent counsel and other advisers, experts or consultants as they deem necessary to carry out their duties, all at the expense of the appropriate Fund(s). [Section 10A(m)(5) of the Exchange Act, Rule 10A-3(b)(4) adopted thereunder, and Section 803B(4) of the NYSE AMEX Guide]

b. The Funds shall provide for appropriate funding, as determined by the Audit Committees, in their capacity as committees of the Boards, for payment of compensation (i) to the independent auditors employed by the Funds for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds and (ii) to any independent counsel or other advisers employed by the Audit Committees. [Section 10A(m)(6) of the Exchange Act, Rule 10A-3(b)(5) adopted thereunder, and Section 803B(4) of the NYSE AMEX Guide]

7. Annual Internal Performance Evaluation. Each year the Audit Committees shall conduct an internal evaluation of the performance of the Audit Committees.

8. Good Faith Reliance. In performing their duties under this Charter, members of the Committees shall be entitled to rely in good faith upon the records of the Funds and upon such information, opinions, reports and statements presented to the Audit Committees by the officers and employees of the Funds and of Dinsmore Capital Management Co. and by the Funds’ independent auditors.

9. Review of Charter. The Audit Committees shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the full Boards. This Charter may be amended only by the approval of the Boards and a majority of the disinterested trustees. [Section 803B(1) of the NYSE AMEX Guide.]
Maintenance of Charter. Each Fund shall maintain and preserve in an easily accessible place a copy of this Charter and any modification to this Charter.
 

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