0001193125-16-588975 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 12th, 2016 • Bancroft Fund LTD

Bancroft Fund Ltd. (the “Fund”), a statutory trust organized under the laws of the state of Delaware, confirms its investment advisory agreement with Gabelli Funds, LLC (the “Adviser”), as follows:

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AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF BANCROFT FUND LTD.
Agreement and Declaration • May 12th, 2016 • Bancroft Fund LTD

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF BANCROFT FUND LTD. (this “Amendment”), dated as of September 9, 2015, hereby amends that certain Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), dated January 16, 2006, of Bancroft Fund Ltd. (the “Fund”) among the Trustees of the Fund, and each person who becomes a Shareholder in accordance with the terms of the Declaration of Trust. Capitalized terms used herein and not otherwise herein defined are used as defined in the Declaration of Trust.

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