Sub-Item 77Q1: Exhibit C
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND,
INC.
AUDIT COMMITTEE CHARTER
(Adopted Effective April 19, 2000)
1. The membership of the Audit Committee shall consist of at least
three directors who are generally knowledgeable in financial and
auditing matters, including at least one member that has past
employment experience in finance or accounting, or any other
experience or background that results in the individual's financial
sophistication. Each member shall be free of any relationship that, in
the opinion of the Board of Directors, would interfere with his or her
individual exercise of independent judgment, and shall meet the
director independence requirements for serving on audit committees
as set forth in the AMEX listing standards.
2. The purposes of the Audit Committee are:
(a) to oversee the Funds' accounting and financial reporting
policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers;
(b) to oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Funds' independent auditors
and the full Board of Directors.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control, and the auditor's responsibility to plan and carry out
a proper audit. The independent auditors are ultimately accountable
to the Board and the Committee.
3. To carry out its purposes, the Audit Committee shall have the
following duties and powers:
(a) to recommend the selection, retention or termination of
auditors and, in connection therewith, to evaluate the
independence of the auditors, including whether the auditors
provide any consulting services to the manager, and to
receive from the auditors a formal written statement
delineating all relationships between the auditor and the
Funds;
(b) 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; (ii)
to discuss any matters of concern relating to the Funds'
financial statements, including any adjustments to such
statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the 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 auditors
propose to render to the Board and shareholders;
(c) to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by management
or the auditors;
(d) to review the fees charged by the auditors for audit and non-
audit services;
(e) to investigate improprieties or suspected improprieties in
fund operations; and
(f) to report its activities to the full Board on a regular basis and
to make such recommendations with respect to the above and
other matters as the Committee may deem necessary or
appropriate.
4. The Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require.
5. The Committee shall regularly meet with the Treasurer of the Funds.
6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the
appropriate Fund(s).
7. The Committee shall review this Charter at least annually and
recommend any changes to the full Board of Directors.
