| Home | Contact
Us | NAV & Stock Price | Monthly Portfolio Summary Bancroft Fund Ltd.
Ellsworth Fund Ltd.
Code of Ethics for Principal Officers
Amended Effective April 16, 2007
I. Preamble
This Code of Ethics (“Code”) is adopted by the Board of Trustees of Bancroft
Fund Ltd. and Ellsworth Fund Ltd. (the “Funds”) in accordance with Section 406
of the Sarbanes-Oxley Act of 2002 and the code of ethics standards established in
applicable rules and regulations under the Investment Company Act of 1940, as
amended. The Funds are adopting this Code to establish as a policy of the Funds
written standards that are reasonably designed to deter wrongdoing and to promote:
1. Honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
2. Full, fair, accurate, timely,
and understandable disclosure in reports and documents that the Funds file with, or
submit to, the Securities and Exchange Commission (the “Commission” or “SEC”)
and in other public communications made by the Funds;
3. Compliance with applicable
governmental laws, rules, and regulations;
4. The prompt internal reporting of
violations of the Code to an appropriate person or persons identified in the Code; and
5. Accountability for
adherence to the Code.
II. Applicability
The provisions of this Code shall apply to all Principal Officers of the Funds.
III. Definitions
Principal Officer means the principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing
similar functions on behalf of the Funds regardless of whether these individuals are
employed by the Funds or by a third party, including Davis-Dinsmore Management Company
(“Davis-Dinsmore”).
Compliance Officer means the Chief Compliance Officer of the Funds or
his/her designee.
Independent Trustees means the trustees of the Funds who are not
“interested persons” of the Funds, as defined in the Investment Company Act.
Investment Company Act means the Investment Company Act of 1940, as
amended.
IV. Principal Officers Should Act Honestly and Candidly
Each Principal Officer owes a duty to the Funds to act with integrity. Integrity
requires, among other things, being honest and candid. Deceit and subordination of
principle are inconsistent with integrity. Each Principal Officer must:
1. Act with integrity, including
being honest and candid while still maintaining the confidentiality of information where
required by law or the Funds’ policies;
2. Observe both the form and spirit
of laws and governmental rules and regulations, accounting standards and Fund policies;
3. Adhere to a high standard of
business ethics; and
4. Place the interests of the Funds
before the Principal Officer’s own personal interests.
All activities of Principal Officers should be guided by and adhere to these fiduciary
standards.
V. Principal Officers Should Handle Actual and Apparent Conflicts of Interest
Ethically
A “conflict of interest” occurs when a Principal Officer’s private interest
interferes with the interests of, or his service to, the Funds. For example, a
conflict of interest would arise if a Principal Officer, or a member of his family,
receives improper personal benefits as a result of his position in the Funds.
Certain conflicts of interest covered by this Code arise out of the relationships between
Principal Officers and the Funds that already are subject to conflict of interest
provisions in the Investment Company Act and the Investment Advisers Act of 1940.
The Funds’ and Davis-Dinsmore’s compliance programs and procedures are designed
to prevent, or identify and correct, violations of these provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures.
Although typically not presenting an opportunity for improper personal benefit, conflicts
arise from, or as a result of, the contractual relationship between the Funds and
Davis-Dinsmore of which the Principal Officers are also officers or employees. As a
result, this Code recognizes that the Principal Officers will, in the normal course of
their duties (whether formally for the Funds or for Davis-Dinsmore, or for both), be
involved in establishing policies and implementing decisions which will have different
effects on Davis-Dinsmore and the Funds. The participation of the Principal Officers
in such activities is inherent in the contractual relationship between the Funds and
Davis-Dinsmore and is consistent with the performance by the Principal Officers of their
duties as officers of the Funds and, if addressed in conformity with the provisions of the
Investment Company Act and the Investment Advisers Act, will be deemed to have been
handled ethically. In addition, it is recognized by the Board of Trustees that the
Principal Officers may also be officers or employees of one or more other investment
companies covered by this or other Codes.
Other conflicts of interest are covered by the Code, even if such conflicts of interest
are not subject to provisions in the Investment Company Act and the Investment Advisers
Act. In reading the following examples of conflicts of interest under the Code,
Principal Officers should keep in mind that such a list cannot ever be exhaustive by
covering every possible scenario. It follows that the overarching principle –
that the personal interest of a Principal Officer should not be placed improperly before
the interest of the Funds – should be the guiding principle in all circumstances.
Each Principal Officer must:
1. Avoid conflicts of interest
wherever possible;
2. Handle any actual or
apparent conflict of interest ethically;
3. Not use his or her
personal influence or personal relationships to influence investment decisions or
financial reporting by an investment company whereby the Principal Officer would benefit
personally to the detriment of the Funds;
4. Not cause the Funds to take
action, or fail to take action, for the personal benefit of the Principal Officer rather
than to benefit such Funds;
5. Not use material non-public
knowledge of portfolio transactions made or contemplated for the Funds to profit
personally, or cause others to profit, from the market effect of such transactions;
6. Discuss any material
transaction or relationship that could reasonably be expected to give rise to a conflict
of interest with the Compliance Officer; and
7. Complete annually all sections
of the Funds’ Trustees and Officers Questionnaire pertaining to affiliations or other
relationships related to conflicts of interest.
Types of conflict of interest situations that should be discussed with the Compliance
Officer, if material, are:
• any outside
business activity that detracts from an individual’s ability to devote appropriate
time and attention to his responsibilities with the Funds;
• service as a
director or trustee on the board of any public or private company;
• the receipt of any
non-nominal gifts;
• the receipt of any
entertainment from any company with which the Funds have current or prospective business
dealings unless such entertainment is business- related, reasonable in cost, appropriate
as to time and place, and not so frequent as to raise any question of impropriety;
• any ownership
interest in, or any consulting or employment relationship with, any of the Funds’
service providers, other than Davis-Dinsmore or any affiliated person thereof;
• a direct or
indirect financial interest in commissions, transaction charges or spreads paid by the
Funds for effecting portfolio transactions or for selling or redeeming shares other than
an interest arising from the Principal Officer’s employment, such as compensation or
equity ownership.
VI. Disclosure
Each Principal Officer must:
1. Familiarize himself with the
disclosure requirements applicable to the Funds as well as the business and financial
operations of the Funds; and
2. Not knowingly
misrepresent, or cause others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the Funds’ trustees and auditors, and to
governmental regulators and self-regulatory organizations.
3. To the extent appropriate
within his area of responsibility, consult with other officers and employees of the Funds
and Davis-Dinsmore and take other appropriate steps with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and documents the Funds file
with, or submit to, the SEC and in other public communications made by the Funds.
VII. Compliance
It is the Funds’ policy to comply with all applicable laws and governmental rules and
regulations. It is the personal responsibility of each Principal Officer to adhere
to the standards and restrictions imposed by those laws, rules and regulations.
VIII. Reporting and Accountability
Each Principal Officer must:
1. Upon receipt of the Code, sign
and submit to the Compliance Officer an Acknowledgement stating that he or she has
received, read, and understands the Code.
2. By April 30 of each year submit
an Acknowledgement Form to the Compliance Officer confirming that he or she has received,
read and understands the Code and has complied with the requirements of the Code as of the
date of signing.
3. Not retaliate against any
employee or Principal Officer for reports of potential violations that are made in good
faith; and
4. Notify the Compliance
Officer promptly if he becomes aware of any existing or potential violation of this
Code. Failure to do so is itself a violation of this Code.
IX. Review and Enforcement Procedures
Except as described otherwise below, the Compliance Officer is responsible for applying
this Code to specific situations in which questions are presented to it and has the
authority to interpret this Code in any particular situation. The following
procedures apply in investigating and enforcing this Code, and in reporting on the Code:
1. The Compliance Officer will take
all appropriate action to investigate any violations reported to it;
2. Violations and potential
violations will be reported to the Audit Committee (the “Committee”), counsel to
the Funds and counsel to the Independent Trustees after such investigation;
3. If the Committee
determines that a violation has occurred, it will inform the Independent Trustees who will
take all appropriate disciplinary or preventive action;
4. Appropriate disciplinary or
preventive action may include a review of and appropriate modifications to applicable
policies and procedures, notification of appropriate personnel at Davis- Dinsmore, a
letter of censure, or recommendation of suspension or dismissal;
5. The Independent Trustees will be
responsible for granting waivers, as appropriate; and
6. Any changes to or waivers of
this Code will, to the extent required, be disclosed on Form N-CSR as provided by SEC
rules.
X. Periodic Review
At least annually, the Principal Officers and the Compliance Officer will prepare a
written report to the Boards of Trustees of the Funds describing any issues arising under
this Code or procedures, including but not limited to, information about material
violations of this Code or procedures and any sanctions imposed in response to those
material violations.
The Boards of Trustees of the Funds will review this Code on an annual basis.
XI. Other Policies and Procedures
The Funds’ and Davis-Dinsmore’s codes of ethics under Rule 17j-1 under the
Investment Company Act are separate documents applying to Principal Officers and others,
and are not part of this Code.
XII. Amendments
Any proposed material amendment to this Code shall be submitted for review and approval to
the Funds’ Board of Trustees, including a majority of the Trustees who are not
interested persons of the Funds as defined in Section 2(a)(19) of the 1940 Act;
Non-material amendments to this Code may be made by the Chair of the Funds, upon
consultation with counsel to the Funds and the Funds’ Chief Compliance Officer, and
will be reported to the Funds’ Board of Trustees at their next scheduled in-person
meeting.
XIII. Confidentiality
All reports and records prepared or maintained pursuant to this Code shall be considered
confidential and shall be maintained and protected accordingly. Except as otherwise
required by law or this Code, such matters shall not be disclosed to anyone other than the
Funds, Davis-Dinsmore, the Board of Trustees, and counsel to the foregoing.
XIV. Internal Use
The Code is intended solely for the internal use by the Funds and does not constitute an
admission, by or on behalf of the Funds, as to any fact, circumstance, or legal
conclusion.
Bancroft Fund Ltd.
Ellsworth Fund Ltd.
CODE OF ETHICS - ACKNOWLEDGEMENT
The undersigned hereby acknowledges that (i) he or she is a Principal Officer of the
Funds, (ii) that he or she has read and will abide by the Code of Ethics effective as of
April 16, 2007, and (iii) that he or she has complied with the requirements of this Code
as of the date set forth below. The undersigned recognizes his or her obligation to
promote:
1. Honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
2. Full, fair, accurate, timely,
and understandable disclosure in reports and documents that the Funds file with, or submit
to, the Commission and in other public communications made by the Funds; and
3. Compliance with applicable
governmental laws, rules, and regulations.
/s/Thomas H. Dinsmore
Name Thomas H. Dinsmore
Title: Chief Executive Officer
(Principal Executive Officer)
Date: April 16, 2007
/s/Gary I. Levine
Name Gary I. Levine
Title: Executive Vice President,
Chief Financial Officer and
Corporate Secretary
(Principal Financial Officer)
Date: April 16, 2007
Exhibit A
Persons Covered by this Code of Ethics are as follows:
Thomas H. Dinsmore, Principal
Executive Officer
Gary I. Levine, Principal Financial
Officer
|