SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Sec. 240.14a-12
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Bancroft Fund Ltd.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on
which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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BANCROFT FUND
LTD.
One Corporate
Center
Rye, New York
10580-1422
(914) 921-5070
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held
on May 13, 2019
To the Shareholders of
BANCROFT FUND LTD.
Notice
is hereby given that the Annual Meeting of Shareholders of the Bancroft Fund Ltd., a Delaware statutory trust (the “Fund”),
will be held on Monday, May 13, 2019, at 9:00 a.m., local time, at The Cole Auditorium, The Greenwich Library, 101 West Putnam
Avenue, Greenwich, Connecticut 06830 (the “Meeting”), and at any adjournments or postponements thereof for the following
purposes:
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1.
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To
elect three (3) Trustees of the Fund to be elected by the holders of the Fund’s
common shares and holders of its 5.375% Series A Cumulative Preferred Shares (“Preferred
Shares”), voting together as a single class; and
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2.
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To
consider and vote upon such other matters, including adjournments, as may properly come
before said Meeting or any adjournments thereof.
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These
items are discussed in greater detail in the attached Proxy Statement.
The
close of business on March 21, 2019, has been fixed as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting and any adjournments or postponements thereof.
YOUR
VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT
YOU PLEASE VOTE PROMPTLY. SHAREHOLDERS MAY AUTHORIZE THEIR PROXY BY TELEPHONE OR THE INTERNET. ALTERNATIVELY, SHAREHOLDERS MAY
SUBMIT VOTING INSTRUCTIONS BY SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE- PAID ENVELOPE.
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By Order
of the Board of Trustees,
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ANDREA R. MANGO
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Secretary
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April 3, 2019
INSTRUCTIONS
FOR SIGNING PROXY CARDS TO BE RETURNED BY MAIL
The
following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved
in validating your vote if you fail to properly sign your proxy card.
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1.
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Individual
Accounts:
Sign your name exactly as it appears in the registration on the proxy card.
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2.
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Joint
Accounts:
Either party may sign, but the name of the party signing should conform
exactly to the name shown in the registration.
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3.
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All
Other Accounts:
The capacity of the individuals signing the proxy card should be
indicated unless it is reflected in the form of registration. For example:
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Registration
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Valid Signature
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Corporate
Accounts
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(1)
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ABC Corp.
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ABC Corp.,
John Doe, Treasurer
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(2)
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ABC Corp.
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John Doe, Treasurer
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(3)
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ABC Corp.
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c/o John Doe, Treasurer
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John Doe
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(4)
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ABC Corp., Profit Sharing
Plan
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John Doe, Trustee
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Trust
Accounts
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(1)
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ABC Trust
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Jane B. Doe, Trustee
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(2)
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Jane B. Doe, Trustee
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u/t/d 12/28/78
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Jane B. Doe
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Custodian
or Estate Accounts
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(1)
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John B. Smith, Cust.
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f/b/o John B. Smith,
Jr. UGMA
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John B. Smith
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(2)
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John B. Smith, Executor
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Estate of Jane Smith
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John B. Smith, Executor
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INSTRUCTIONS
FOR TELEPHONE/INTERNET VOTING
Instructions
for authorizing your proxy to vote your shares by telephone or Internet are included with the Notice of Internet Availability
of Proxy Materials and the proxy card.
BANCROFT FUND
LTD.
ANNUAL MEETING
OF SHAREHOLDERS
May 13, 2019
PROXY STATEMENT
This
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board,”
the members of which are referred to as “Trustees”) of the Bancroft Fund Ltd., a Delaware statutory trust (the “Fund”),
for use at the Annual Meeting of Shareholders of the Fund to be held on Monday, May 13, 2019, at 9:00 a.m., local time, at The
Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 (the “Meeting”), and
at any adjournments or postponements thereof. A Notice of Internet Availability of Proxy Materials will first be mailed to shareholders
on or about April 3, 2019.
In
addition to the solicitation of proxies by mail, officers of the Fund and officers and regular employees of American Stock Transfer
& Trust Company (“AST”), the Fund’s transfer agent, and affiliates of AST or other representatives of the
Fund also may solicit proxies by telephone, Internet, or in person. In addition, the Fund has retained Morrow Sodali LLC to assist
in the solicitation of proxies for an estimated fee of $1,000 plus reimbursement of expenses. The Fund will pay the costs of the
proxy solicitation and the expenses incurred in connection with preparing, printing, and mailing the Notice of Internet Availability
of Proxy Materials and/or Proxy Statement and its enclosures. If requested, the Fund will also reimburse brokerage firms and others
for their expenses in forwarding solicitation materials to the beneficial owners of its shares.
The
Fund’s most recent annual report, including audited financial statements for the fiscal year ended October 31, 2018, is
available upon request, without charge, by writing to the Secretary of the Fund, One Corporate Center, Rye, New York 10580-1422,
calling the Fund at 800-422-3554, or via the Internet at www.gabelli.com.
If
the proxy is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted “FOR”
the election of the nominees as Trustees as described in this Proxy Statement, unless instructions to the contrary are marked
thereon, and at the discretion of the proxy holders as to the transaction of any other business that may properly come before
the Meeting. Any shareholder who has submitted a proxy has the right to revoke it at any time prior to its exercise either by
attending the Meeting and voting his or her shares in person or by submitting a letter of revocation or a later dated proxy to
the Fund at the above address prior to the date of the Meeting.
A
“quorum” is required in order to transact business at the Meeting. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of one-third of the outstanding shares of the Fund entitled to vote at the Meeting.
In the event a quorum is not present at the Meeting, or in the event that a quorum is present at the Meeting but sufficient votes
to approve any of the proposed items are not received, the chairperson of the Meeting may propose one or more adjournments of
such Meeting to permit further solicitation of proxies. If a quorum is present, a shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient votes have been received for approval and it
is otherwise appropriate. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled
to vote “FOR” any proposal in favor of such adjournment and will vote those proxies required to be voted “AGAINST”
any proposal against any such adjournment. Absent the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned meeting must take place not more than 130 days after the record date. At such adjourned
meeting, any business may be transacted which might have been transacted at the original Meeting. The Fund may postpone or cancel
a meeting of shareholders, and if it does the Fund will make a public announcement of such postponement or cancellation prior
to the meeting. The postponed meeting may not be held more than 130 days after the initial record date.
The
close of business on March 21, 2019, has been fixed as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting and all adjournments or postponements thereof.
The
Fund has two classes of shares of beneficial interest outstanding: common shares, par value $0.01 per share (“Common Shares”),
and 5.375% Series A Cumulative Preferred Shares, par value $0.01 per share (“Preferred Shares”). The holders of the
Common Shares and Preferred Shares are each entitled to one vote for each full share held. On the record date, there were 5,255,255
Common Shares and 1,200,000 Preferred Shares outstanding.
Set
forth below is information as to those shareholders to the Fund’s knowledge that beneficially own 5% or more of a class
of the Fund’s outstanding voting securities as of the record date.
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Name
and Address of
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Amount
of Shares and
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Beneficial Owner(s)
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Title
of Class
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Nature
of Ownership
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Percent
of Class
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Advisors Asset Management,
Inc.
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Common
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358,857
(beneficial)
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6.8%
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18925 Base Camp Road
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Monument, CO 80132
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Americo Financial Life
& Annuity
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Preferred
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60,000
(beneficial)
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5.0%
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P.O. Box 410288
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Kansas City, MO 64141
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SUMMARY
OF VOTING RIGHTS ON PROXY PROPOSALS
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Proposal
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Common
Shareholders
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Preferred
Shareholders
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Election of
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Common and Preferred
Shareholders,
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Common and Preferred
Shareholders,
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Trustees
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voting together as a
single class,
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voting together as a
single class,
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vote to elect three
Trustees:
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vote to elect three
Trustees:
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Jane D. O’Keeffe,
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Jane D. O’Keeffe,
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Elizabeth C. Bogan,
and
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Elizabeth C. Bogan,
and
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Anthonie C. van Ekris
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Anthonie C. van Ekris
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Other Business
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Common and
Preferred Shareholders, voting together as a single class
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PROPOSAL:
TO ELECT THREE (3) TRUSTEES OF THE FUND
Nominees
for the Board of Trustees
The
Board consists of eleven Trustees, nine of whom are not “interested persons” of the Fund (as defined in the Investment
Company Act of 1940, as amended (the “1940 Act”)). The Fund divides the Board into three classes, each class having
a term of three years. Each year, the term of office of one class will expire. Jane D. O’Keeffe, Elizabeth C. Bogan, and
Anthonie C. van Ekris have each been nominated by the Board for election to serve for a three year term to expire at the Fund’s
2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Dr. Bogan has served as a Trustee
of the Fund since 1990, Ms. O’Keeffe has served as a Trustee since 1995, Mr. Platt has served as a Trustee since 1997, Mr.
Harding has served as a Trustee since 2007, and Mr. Bizzell has served as a Trustee since 2008. Messrs. Conn, Fahrenkopf, Gabelli,
Melarkey, Nakamura, and van Ekris became Trustees of the Fund on November 1, 2015. All of the Trustees, with the exception of
Ms. O’Keeffe, are also directors or trustees of other investment companies for which Gabelli Funds, LLC (the “Adviser”)
or its affiliates serve as investment adviser. The classes of Trustees are indicated below:
Nominees to Serve Until 2022
Annual Meeting of Shareholders
Jane D. O’Keeffe
Elizabeth C. Bogan
Anthonie C. van Ekris
Trustees Serving Until 2021
Annual Meeting of Shareholders
Mario J. Gabelli
Daniel D. Harding
Kuni Nakamura
Nicolas W. Platt
Trustees Serving Until 2020
Annual Meeting of Shareholders
Kinchen C. Bizzell
James P. Conn
Frank J. Fahrenkopf, Jr.
Michael J. Melarkey
Under
the Fund’s Declaration of Trust, Statement of Preferences, and the 1940 Act, holders of the Fund’s outstanding Preferred
Shares, voting as a separate class, are entitled to elect two Trustees, and holders of the Fund’s outstanding Common Shares
and Preferred Shares, voting together as a single class, are entitled to elect the remaining Trustees. The holders of the Fund’s
outstanding Preferred Shares would be entitled to elect the minimum number of additional Trustees that would represent a majority
of the Trustees in the event that dividends on the Fund’s Preferred Shares become in arrears for two full years and until
all arrearages are eliminated. No dividend arrearages exist as of the date of this Proxy Statement. Messrs. Melarkey and Nakamura
are currently the Trustees elected solely by the holders of the Fund’s Preferred Shares, and their terms as Trustees are
scheduled to expire at the Fund’s 2020 and 2021 Annual Meeting of Shareholders, respectively. Therefore, they are not standing
for election at this Meeting.
Unless
instructions are provided to the contrary, it is the intention of the persons named in the proxy to vote the proxy “FOR”
the election of the nominees named above. Each nominee has indicated that he has consented to serve as a Trustee if elected at
the Meeting. If, however, a designated nominee declines or otherwise becomes unavailable for election, the proxy confers discretionary
power on the persons named therein to vote in favor of a substitute nominee or nominees. Each nominee is qualified to serve as
a Trustee under the Fund’s governing documents.
Information about Trustees and
Officers
Set
forth in the table below are the existing Trustees, including those Trustees who are not considered to be “interested persons,”
as defined in the 1940 Act (the “Independent Trustees”), three of whom are nominated for election to the Board of
the Fund, and officers of the Fund, including information relating to their respective positions held with the Fund, a brief statement
of their principal occupations, and, in the case of the Trustees, their other directorships during the past five years (excluding
other funds managed by the Adviser), if any.
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Name,
Position(s),
Address
(1)
and
Age
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Term
of
Office
and
Length
of
Time
Served
(2)
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Principal
Occupation(s)
During
Past Five Years
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Other
Directorships
Held
by Trustee
During
Past Five Years
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Number
of
Portfolios
in
Fund
Complex
(3)
Overseen
by
Trustee
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INTERESTED
TRUSTEES/NOMINEES
(4)
:
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Mario
J. Gabelli
Chairman
Age: 76
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Since
2015**
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Chairman, Chief Executive
Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer - Value Portfolios
of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/ Trustee or Chief Investment Officer of other registered investment
companies within the Gabelli/GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital
Group, Inc.
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Director of Morgan Group
Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication
services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications)
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33
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Jane
D. O’Keeffe
President and Trustee
Age: 63
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Since
1995*
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President of the Fund;
Portfolio Manager for Gabelli Funds, LLC; Executive Vice President of the Ellsworth Growth and Income Fund Ltd. (2014-2015);
President of Dinsmore Capital Management (1996-2015); President of Ellsworth Growth and Income Fund Ltd. (1996-2014)
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—
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1
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INDEPENDENT
TRUSTEES/NOMINEES
(5)
:
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Kinchen
C. Bizzell
Trustee
Age: 64
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Since
2008***
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Private Investor; Managing
Director of CAVU Securities (securities broker-dealer) (2013-2016); Investor Relations Managing Director (1998-2013) and Senior
Counselor (after 2013) at Burson-Marsteller (global public relations and communications)
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—
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2
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Elizabeth
C. Bogan
Trustee
Age: 75
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Since
1990*
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Senior Lecturer in Economics
at Princeton University
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—
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4
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James
P. Conn
Trustee
Age: 81
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Since
2015***
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Former Managing Director
and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998)
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—
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26
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Frank
J. Fahrenkopf, Jr.
(6)
Trustee
Age: 79
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Since
2015***
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Co-Chairman of the Commission
on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former
Chairman of the Republican National Committee (1983-1989)
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Director of First Republic
Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company)
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12
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Name,
Position(s),
Address
(1)
and
Age
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Term
of
Office
and
Length
of
Time
Served
(2)
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Principal
Occupation(s)
During
Past Five Years
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Other
Directorships
Held
by Trustee
During
Past Five Years
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Number
of
Portfolios
in
Fund
Complex
(3)
Overseen
by
Trustee
|
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Daniel
D. Harding
Trustee
Age: 66
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Since
2007**
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Managing General Partner
of the Global Equity Income Fund (private investment fund); Director of TRC (private asset management); General Partner of
Latitude Capital Partners, LLC (private investment)
|
Morristown Medical Center;
Atlantic Health Systems; Ocean Reef Community Foundation; and Ocean Reef Medical Center Foundation
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3
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Michael
J. Melarkey
(7)
Trustee
Age: 69
|
Since
2015***
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Of Counsel in the law
firm of McDonald Carano Wilson LLP; Partner in the law firm of Avansino, Melarkey, Knobel, Mulligan & McKenzie
(1980-2015)
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Chairman of Southwest
Gas Corporation (natural gas utility)
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23
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Kuni
Nakamura
(6)(7)
Trustee
Age: 50
|
Since
2015**
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President of Advanced
Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)
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—
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35
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Nicolas
W. Platt
Trustee
Age: 65
|
Since
1997**
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Private Investor; Member
of NYSE American LLC Committee on Securities; Township Committee Member, Harding, New Jersey; Former Mayor of Township of
Harding, New Jersey (2013-2016); Managing Director of FTI Consulting Inc. (international consulting company) (March 2009-May
2011)
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2
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Anthonie
C. van Ekris
(6)
Trustee
Age: 84
|
Since
2015*
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Chairman and Chief Executive
Officer of BALMAC International, Inc. (global import/export company)
|
—
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23
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OFFICERS:
|
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|
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Name,
Position(s)
Address
(1)
and
Age
|
Term
of Office
and
Length of
Time
Served
(8)
|
Principal
Occupation(s)
During
Past Five Years
|
|
|
|
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|
John
C. Ball
Treasurer and Principal
Financial and Accounting
Officer
Age: 43
|
Since
2017
|
Treasurer of funds within
the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President
of State Street Corporation, 2007-2014
|
|
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|
Agnes
Mullady
Vice President
Age: 60
|
Since
2015
|
Officer of registered
investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division
of Gabelli Funds, LLC since 2015; Chief Executive Officer of G.distributors, LLC since 2010; Senior Vice President of GAMCO
Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital
Group, Inc. since 2016
|
|
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Andrea
R. Mango
Secretary and
Vice President
Age: 46
|
Since
2015
|
Vice President of GAMCO
Investors, since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of registered investment companies within the Gabelli/GAMCO
Fund Complex since 2013; Vice President of closed-end funds within the Gabelli/GAMCO Fund Complex since 2014
|
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Richard
J. Walz
Chief Compliance Officer
Age: 59
|
Since
2015
|
Chief Compliance Officer
of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013
|
|
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Laurissa
M. Martire
Vice President and
Ombudsman
Age: 42
|
Since
2015
|
Vice President and/or
Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since January 2019) and other
positions (2003-2019) of GAMCO Investors, Inc.
|
|
|
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Bethany
A. Uhlein
Vice President and
Ombudsman
Age: 28
|
Since
February
2019
|
Vice President and/or
Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex since May 2017; Assistant Vice President (since January
2015) and Associate
(2013-2015) for GAMCO Asset Management Inc.
|
|
|
(1)
|
Address:
One Corporate Center, Rye, NY 10580-1422.
|
|
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(2)
|
The
Fund’s Board of Trustees is divided into three classes, each class having a term
of three years. Each year the term of office of one class expires and the successor or
successors elected to such class serve for a three year term.
|
|
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(3)
|
The
“Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all
the U.S. registered investment companies that are considered part of the same fund complex
as the Fund because they have common or affiliated investment advisers.
|
|
|
(4)
|
“Interested
person” of the Fund, as defined in the 1940 Act. Mr. Gabelli and Ms. O’Keeffe
are each considered to be an “interested person” of the Fund because of their
affiliation with the Fund’s Adviser.
|
|
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(5)
|
Trustees
who are not considered to be “interested persons” of the Fund as defined
in the 1940 Act are considered to be “Independent” Trustees. None of the
Independent Trustees (with the possible exceptions as described in this proxy statement)
nor their family members had any interest in the Adviser or any person directly or indirectly
controlling, controlled by, or under common control with the Adviser as of December 31,
2018.
|
|
|
(6)
|
Mr.
Fahrenkopf ’s daughter, Leslie F. Foley, serves as a director of other funds in
the Gabelli/GAMCO Fund Complex. Mr. van Ekris is an independent director of Gabelli International
Ltd., Gabelli Fund LDC, GAMA Capital Opportunities Master Ltd., and GAMCO International
SICAV, and Mr. Nakamura is a director of Gabelli Merger Plus+ Trust Plc, all of which
may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event
would be deemed to be under common control with the Fund’s Adviser.
|
|
|
(7)
|
Trustee
elected solely by holders of the Fund’s Preferred Shares.
|
|
|
(8)
|
Includes
time served in prior officer positions with the Fund. Each officer will hold office for
an indefinite term until the date he or she resigns or retires or until his or her successor
is duly elected and qualifies.
|
|
|
*
|
Nominee
to serve, if elected, until the Fund’s 2022 Annual Meeting of Shareholders or until
his or her successor is duly elected and qualifies.
|
|
|
**
|
Term
continues until the Fund’s 2021 Annual Meeting of Shareholders and until his successor
is duly elected and qualifies.
|
|
|
***
|
Term
continues until the Fund’s 2020 Annual Meeting of Shareholders and until his successor
is duly elected and qualifies.
|
The
Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination
with those of other Trustees lead to the conclusion that each Trustee should serve in such capacity. Among the attributes or skills
common to all Trustees are their ability to review critically and to evaluate, question and discuss information provided to them,
to interact effectively with the other Trustees, the Adviser, the sub-administrator, other service providers, counsel, and the
Fund’s independent registered public accounting firm, and to exercise effective and independent business judgment in the
performance of their duties as Trustees. Each Trustee’s ability to perform his or her duties effectively has been attained
in large part through the Trustee’s business, consulting, or public service positions and through experience from service
as a member of the Board and one or more of the other funds in the Fund Complex, public companies, non-profit entities, or other
organizations as set forth above and below. Each Trustee’s ability to perform his or her duties effectively also has been
enhanced by education, professional training, and experience.
Interested
Trustees/Nominees
Mario
J. Gabelli, CFA
. Mr. Gabelli is Chairman of the Board of Trustees of the Fund. He serves in the same capacity for other funds
in the Fund Complex. Mr. Gabelli is Chairman, Chief Executive Officer, and Chief Investment Officer – Value Portfolios of
GAMCO Investors, Inc. (“GBL”), a New York Stock Exchange (“NYSE”)-listed asset manager and financial services
company. He is the Chief Investment Officer of Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. (“GAMCO”),
each of which are asset management subsidiaries of GBL. In addition, Mr. Gabelli is Chief Executive Officer, Chief Investment
Officer, a director and the controlling shareholder of GGCP, Inc. (“GGCP”), a private company that holds a majority
interest in GBL, and the Chairman of MJG Associates, Inc., which acts as an investment manager of various investment funds and
other accounts. He is Executive Chairman of Associated Capital Group, Inc., a public company that provides alternative management
and institutional research services and is a majority-owned subsidiary of GGCP. Mr. Gabelli serves as Overseer of the Columbia
University Graduate School of Business and as a trustee of Boston College and Roger Williams University. He serves as a director
of the Winston Churchill Foundation, The E.L. Wiegand Foundation, The American-Italian Cancer Foundation, and The Foundation for
Italian Art and Culture. He is Chairman of the Gabelli Foundation, Inc., a Nevada private charitable trust. Mr. Gabelli serves
as Co-President of Field Point Park Association, Inc. Mr. Gabelli received his Bachelor’s degree from Fordham University,
M.B.A. from Columbia Business School, and honorary Doctorates from Fordham University and Roger Williams University.
Jane
D. O’Keeffe
. Ms. O’Keeffe has been President of the Fund since 1996, and serves as a portfolio manager of the
Fund and other funds in the Gabelli/GAMCO Fund Complex. She was Executive Vice President of the Ellsworth Growth and Income Fund
Ltd. and President of the Ellsworth Growth and Income Fund Ltd. from 1996 until February 2014. Ms. O’Keeffe has been President
of Dinsmore Capital Management from 1996 until 2015. In 1980, Ms. O’Keeffe began as an assistant to the portfolio manager
of IDS Progressive Fund. From 1983 through March 1986, she had research and portfolio management responsibilities at Soros Fund
Management Company. In 1986, Ms. O’Keeffe was a portfolio manager and research analyst at Simms Capital Management until
she joined Fiduciary Trust International in 1988, where she became a Vice President and Portfolio Manager for individuals, endowments
and foundations. Ms. O’Keeffe received a Bachelor’s degree from the University of New Hampshire and attended the Lubin
Graduate School of Pace University.
Independent
Trustees/Nominees
Kinchen
C. Bizzell, CFA
. Mr. Bizzell is a private investor. He was a Managing Director of CAVU Securities, a New York institutional
securities broker-dealer, from 2013 until 2016. At CAVU, he was a Compliance Officer and a Financial Institution Group Investment
Banker. From 1998 until 2003, Mr. Bizzell was an Investor Relations Managing Director and later a Senior Counselor at Burson-Marsteller,
a global public relations and communications firm. He advised clients on earnings warnings and restatements, mergers and acquisitions,
and bankruptcies. He started his career as a lawyer and was a partner in the New York law firm of Mendes & Mount, counsel
to Lloyd’s of London and British insurers. Mr. Bizzell serves on the Fund’s Audit Committee and in the same capacity
for another fund in the Fund Complex. Mr. Bizzell is a member of the New York State Bar. He holds twelve securities licenses from
the Financial Industry Regulatory Authority including: Research Analyst (Series 86, 87) and Principal registration for Financial
and Operations, General Securities, Municipal Securities and Registered Options (Series 27, 24, 53, 4). Mr. Bizzell received his
Bachelor’s degree from North Carolina State University and Juris Doctor degree from Duke University.
Elizabeth
C. Bogan, Ph.D
. Dr. Bogan has been Senior Lecturer in Economics at Princeton University since 1992. She was formerly Chair
of the Economics and Finance Department, Fairleigh Dickinson University, and a member of the Executive Committee for the College
of Business Administration. Dr. Bogan serves on the Fund’s Audit Committee and also serves in the same capacity for another
fund in the Fund Complex. She received her Bachelor’s degree in Economics from Wellesley College, an M.A. degree in Quantitative
Economics from the University of New Hampshire, and a Ph.D. degree in Economics from Columbia University.
James
P. Conn
. Mr. Conn is the Lead Independent Trustee of the Fund and a member of the Fund’s
ad hoc
Proxy Voting
Committee. He serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he
sits. He was a senior business executive of Transamerica Corp., an insurance holding company, for much of his career including
service as Chief Investment Officer. Mr. Conn has been a director of several public companies in banking and other industries,
and was lead director and/or chair of various committees. He received his Bachelor’s degree in Business Administration from
Santa Clara University.
Frank
J. Fahrenkopf, Jr
. Mr. Fahrenkopf is the Co-Chairman of the Commission on Presidential Debates, which is responsible for the
widely-viewed Presidential debates during the quadrennial election cycle. He also served as Chairman of the Republican National
Committee for six years during Ronald Reagan’s presidency. Additionally, he serves as a board member of the International
Republican Institute, which he founded in 1984. Mr. Fahrenkopf is the former President and Chief Executive Officer of the American
Gaming Association (“AGA”), the trade group for the hotel-casino industry. Mr. Fahrenkopf serves on the Fund’s
Nominating Committee and on comparable or other board committees with respect to other funds in the Fund Complex on whose boards
he sits. He served for many years as Chairman of the Pacific Democrat Union and Vice Chairman of the International Democrat Union,
a worldwide association of political parties from the United States, Great Britain, France, Germany, Canada, Japan, Australia,
and twenty other nations. Prior to becoming the AGA’s first chief executive in 1995, Mr. Fahrenkopf was a partner in the
law firm of Hogan & Hartson, where he chaired the International Trade Practice Group and specialized in regulatory, legislative,
and corporate matters for multinational, foreign, and domestic clients. Mr. Fahrenkopf is the former Chairman of the Finance Committee
of the Culinary Institute of America and remains a member of the board. For over 30 years, Mr. Fahrenkopf has served on the Board
of First Republic Bank and as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit Committee.
He also serves as a member of the Board of Eldorado Resorts, Inc., which owns and operates 19 casinos in 10 states. Mr. Fahrenkopf
received his Bachelor’s degree from the University of Nevada, Reno and his Juris Doctor from Boalt Hall School of Law, U.C.
Berkeley.
Daniel
D. Harding, CFA
. Mr. Harding is the Managing General Partner of the Global Equity Income Fund, a private investment fund.
He is General Partner of Latitude Capital LLC, a private investment firm specializing in asset backed lending and tax lien securities.
Mr. Harding serves as Chairman of the Fund’s Audit Committee and is the Fund’s designated Audit Committee Financial
Expert. He serves in the same capacities for another fund in the Fund Complex. Mr. Harding is co-founder and was Chief Investment
Officer of Harding Loevner Management LP, an investment advisory firm, from 1989 through 2003. Prior to founding Harding Loevner,
he was a Trust Investment Officer at American National Bank and a partner and associate for the Rockefeller Family Office. He
is a director of TRC, a private asset management firm, and was a director of Legg Mason Investment Counsel, LLC and Chair of the
Investment Committee from 2010 to 2012. Mr. Harding is engaged in numerous not for profit organizations with fiduciary responsibilities
including Morristown Medical Center, Atlantic Health Systems, Ocean Reef Community Foundation, and Ocean Reef Medical Center Foundation.
He received his undergraduate degree from Colgate University, and is a CFA and CIC charterholder.
Michael
J. Melarkey, Esq
. Mr. Melarkey, after more than forty years of experience as an attorney specializing in business, estate
planning, and gaming regulatory work, recently retired from the active practice of law, and is of counsel to the firm of McDonald
Carano and Wilson in Reno, Nevada. He is Chairman of the Fund’s Nominating Committee and serves as a member of one of the
multi-fund
ad hoc
Compensation Committees. He serves on comparable or other board committees with respect to other funds
in the Fund Complex on whose boards he sits. He is Chairman of the Board of Southwest Gas Corporation and serves on its Nominating,
Corporate Governance, and Compensation Committees. Mr. Melarkey acts as a trustee and officer for several private charitable organizations
including as a trustee of The Bretzlaff Foundation and Edwin L. Wiegand Trust. He is an officer of a private oil and gas company.
Mr. Melarkey received his Bachelor’s degree from the University of Nevada, Reno, Juris Doctor from the University of San
Francisco School of Law, and Masters of Law in Taxation from New York University School of Law.
Kuni
Nakamura
. Mr. Nakamura is the president of Advanced Polymer, Inc., a chemical manufacturing company, and president of KEN
Enterprises, Inc., a real estate company. He is Chairman of the Fund’s
ad hoc
Proxy Voting Committee and a member
of the Fund’s Audit Committee. Mr. Nakamura serves on comparable or other board committees with respect to other funds in
the Fund Complex on whose boards he sits. He also serves as a director of the Gabelli Merger Plus+ Trust Plc. Mr. Nakamura was
previously a board member of The LGL Group, Inc., a diversified manufacturing company. He is involved in various capacities with
The University of Pennsylvania and The Guiding Eyes for the Blind. Mr. Nakamura is a graduate of the University of Pennsylvania
– The Wharton School with a Bachelor’s degree in Economics and Multinational Management.
Nicolas
W. Platt
. Mr. Platt is a private investor. He served as Mayor of the Township of Harding, New Jersey from 2013 to 2016, and
is up for re-election in 2019. Mr. Platt is now serving on the Township Committee. He is a member of the Fund’s Nominating
and
ad hoc
Proxy Voting Committees. He serves on comparable or other committees for another fund in the Fund Complex on
whose board he sits. From 2009 until 2011, Mr. Platt served as Managing Director of FTI Consulting Inc., an international financial
consulting company. Prior to March 2009, he was a senior executive with WPP Group, plc subsidiaries Ogilvy Worldwide and Young
& Rubicam - Burson- Marsteller’s corporate practice. He spent thirteen years in leadership roles at both the New York
and American Stock Exchanges. At the AMEX, Mr. Platt oversaw the exchange’s domestic and international listing efforts and
was the liaison to the investment banking community. Mr. Platt is a member of the NYSE American LLC Committee on Securities, which
reviews the continued exchange listing qualifications for companies. He sits on the boards of several non-public organizations.
Mr. Platt received his Bachelor’s degree from Skidmore College and an M.A. in Economics from Columbia University.
Anthonie
C. van Ekris
. Mr. van Ekris has been the Chairman and Chief Executive Officer of BALMAC International, Inc., a global import/export
company, for over twenty years. He serves on the boards of other funds in the Gabelli/GAMCO Fund Complex and as a director and
the Chairman of the GAMCO International SICAV. Mr. van Ekris has over fifty-five years of experience as Chairman and/or Chief
Executive Officer of public and private companies involved in international trading or commodity trading, and served in both of
these capacities for nearly twenty years for a large public jewelry chain. Mr. van Ekris is a former director of an oil and gas
operations company. He served on the boards of a number of public companies and for more than ten years on the Advisory Board
of the Salvation Army of Greater New York.
Trustees – Leadership Structure
and Oversight Responsibilities
Overall
responsibility for general oversight of the Fund rests with the Board. The Board has appointed Mr. Conn as the Lead Independent
Trustee. The Lead Independent Trustee presides over executive sessions of the Trustees and also serves between meetings of the
Board as a liaison with service providers, officers, counsel, and other Trustees on a wide variety of matters including scheduling
agenda items for Board meetings. Designation as such does not impose on the Lead Independent Trustee any obligations or standards
greater than or different from other Trustees. The Board has established a Nominating Committee and an Audit Committee to assist
the Board in the oversight of the management and affairs of the Fund. The Board also has an
ad hoc
Proxy Voting Committee
that exercises beneficial ownership responsibilities on behalf of the Fund in selected situations. From time to time, the Board
establishes additional committees or informal working groups, such as an
ad hoc
Pricing Committee related to securities
offerings by the Fund, to address specific matters, or assigns one of its members to work with trustees or directors of other
funds in the Fund Complex on special committees or working groups that address fund complex-wide matters, such as the multi-fund
ad hoc
Compensation Committee relating to the compensation of the Chief Compliance Officer for all the funds in the Fund
Complex, and a separate multi-fund
ad hoc
Compensation Committee relating to compensation of certain other officers of
the closed-end funds in the Fund Complex.
All
of the Fund’s Trustees, other than Mr. Mario J. Gabelli and Ms. Jane D. O’Keeffe, are Independent Trustees and the
Board believes it is able to provide effective oversight of the Fund’s service providers. In addition to providing feedback
and direction during Board meetings, the Independent Trustees meet regularly in executive session and chair all committees of
the Board.
The
Fund’s operations entail a variety of risks, including investment, administration, valuation, and a range of compliance
matters. Although the Adviser, the sub-administrator, and the officers of the Fund are responsible for managing these risks on
a day to day basis within the framework of their established risk management functions, the Board also addresses risk management
of the Fund through its meetings and those of the committees and working groups. As part of its general oversight, the Board reviews
with the Adviser at Board meetings the levels and types of risks being undertaken by the Fund, and the Audit Committee discusses
the Fund’s risk management and controls with the independent registered public accounting firm engaged by the Fund. The
Board reviews valuation policies and procedures and the valuations of specific illiquid securities. The Board also receives periodic
reports from the Fund’s Chief Compliance Officer regarding compliance matters relating to the Fund and its major service
providers, including results of the implementation and testing of the Fund’s and such providers’ compliance programs.
The Board’s oversight function is facilitated by management reporting processes that are designed to provide visibility
to the Board regarding the identification, assessment, and management of critical risks, and the controls and policies and procedures
used to mitigate those risks. The Board reviews its role in supervising the Fund’s risk management from time to time and
may make changes at its discretion at any time.
The
Board has determined that its leadership structure is appropriate for the Fund because it enables the Board to exercise informed
and independent judgment over matters under its purview, allocates responsibility among committees in a manner that fosters effective
oversight, and allows the Board to devote appropriate resources to specific issues in a flexible manner as they arise. The Board
periodically reviews its leadership structure as well as its overall structure, composition, and functioning, and may make changes
at its discretion at any time.
Beneficial
Ownership of Shares Held in the Fund and the Family of Investment Companies for each Trustee and Nominee for Election as Trustee
Set
forth in the table below is the dollar range of equity securities in the Fund beneficially owned by each Trustee and nominee
for election as Trustee and the aggregate dollar range of equity securities in the Fund Complex beneficially owned by each Trustee
and nominee for election as Trustee.
|
|
Dollar
Range of Equity
|
Aggregate
Dollar Range of Equity
|
|
|
Securities
Held
|
Securities
Held in the
|
|
Name of Trustee/Nominee
|
in
the Fund*
(1)
|
Family
of Investment Companies*
(1)(2)
|
|
INTERESTED TRUSTEES/NOMINEES:
|
|
|
|
Mario J. Gabelli
|
E
|
E
|
|
Jane D. O’Keeffe
|
E
|
E
|
|
INDEPENDENT TRUSTEES/NOMINEES:
|
|
|
|
Kinchen C. Bizzell
|
D
|
E
|
|
Elizabeth C. Bogan
|
D
|
E
|
|
James P. Conn
|
C
|
E
|
|
Frank J. Fahrenkopf,
Jr.
|
A
|
C
|
|
Daniel D. Harding
|
C
|
E
|
|
Michael J. Melarkey
|
C
|
E
|
|
Kuni Nakamura
|
D
|
E
|
|
Nicolas W. Platt
|
B
|
D
|
|
Anthonie C. van Ekris
|
C
|
E
|
All shares were valued
as of December 31, 2018.
|
|
(1)
|
This information has
been furnished by each Trustee and nominee for election as Trustee as of December 31, 2018. “Beneficial Ownership”
is determined in accordance with Rule 16a-l(a)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
|
|
|
(2)
|
The term “Family
of Investment Companies” includes two or more registered funds that share the same investment adviser or principal underwriter
and hold themselves out to investors as related companies for purposes of investment and investor services. Currently, the registered
funds that comprise the “Fund Complex” are identical to those that comprise the “Family of Investment Companies.”
|
Set forth
in the table below is the amount of shares beneficially owned by each Trustee, nominee for election as Trustee, and executive
officer of the Fund.
|
|
Amount
and Nature of
|
Percent
of Shares
|
|
Name of Trustee/Nominee/Officer
|
Beneficial
Ownership
(1)
|
Outstanding
(2)
|
|
|
|
|
|
INTERESTED TRUSTEES/NOMINEES:
|
|
|
|
Mario J. Gabelli
|
244,908
(3)
|
4.6%
|
|
Jane D. O’Keeffe
|
10,525
|
*
|
|
|
|
|
|
INDEPENDENT TRUSTEES/NOMINEES:
|
|
|
|
Kinchen C. Bizzell
|
3,788
|
*
|
|
Elizabeth C. Bogan
|
3,826
|
*
|
|
James P. Conn
|
1,000
|
*
|
|
Frank J. Fahrenkopf,
Jr.
|
0
|
*
|
|
Daniel D. Harding
|
1,572
|
*
|
|
Michael J. Melarkey
|
1,265
|
*
|
|
Kuni Nakamura
|
4,388
(4)
|
*
|
|
Nicolas W. Platt
|
250
|
*
|
|
Anthonie C. van Ekris
|
2,500
(5)
|
*
|
|
|
|
|
|
EXECUTIVE OFFICERS:
|
|
|
|
John C. Ball
|
0
|
*
|
|
Andrea R. Mango
|
0
|
*
|
|
Agnes Mullady
|
0
|
*
|
|
Richard J. Walz
|
0
|
*
|
|
|
(1)
|
This information has
been furnished by each Trustee, including each nominee for election as Trustee, and executive officer as of December 31, 2018.
“Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Shares
unless otherwise noted.
|
|
|
(2)
|
An asterisk indicates
that the ownership amount constitutes less than 1% of the total shares outstanding. The ownership of the Trustees, including nominees
for election as Trustee, and executive officers as a group constitutes 5.2% of the total Common Shares and none of the Preferred
Shares outstanding.
|
|
|
(3)
|
Includes 183,967 Common
Shares owned directly by Mr. Gabelli and 60,941 Common Shares owned by GAMCO Investors, Inc. or its affiliates.
|
|
|
(4)
|
Includes 672 Common
Shares are owned by Mr. Nakamura’s children for which he disclaims beneficial ownership.
|
|
|
(5)
|
All 2,500 Common Shares
are owned by Mr. van Ekris’ children for which he disclaims beneficial ownership.
|
Set
forth in the table below is the amount of interests beneficially owned by each Independent Trustee, nominee for election as an
Independent Trustee or his or her immediate family member, as applicable, in a person, other than a registered investment company,
that may be deemed to be controlled by the Fund’s Adviser and/or affiliates (including Mario J. Gabelli) and in that event
would be deemed to be under common control with the Fund’s Adviser.
|
Name
of Independent
Trustee/Nominee
|
Name
of Owner and
Relationships
to
Trustee/Nominee
|
Company
|
Title
of Class
|
Value
of
Interests
(1)
|
Percent
of
Class
(2)
|
|
|
|
|
|
|
|
|
|
Frank J. Fahrenkopf,
Jr.
|
Same
|
Gabelli
Associates Limited II E
|
Membership
Interests
|
$
|
1,248,346
|
1.36%
|
|
Kuni Nakamura
|
Same
|
The
LGL Group, Inc.
|
Common
Stock
|
$
|
10,590
|
*
|
|
Anthonie C. van Ekris
|
Same
|
LICT
Corp.
|
Common
Stock
|
$
|
345,600
|
*
|
|
Anthonie C. van Ekris
|
Same
|
The
LGL Group, Inc.
|
Common
Stock
|
$
|
13,420
|
*
|
|
Anthonie C. van Ekris
|
Same
|
CIBL,
Inc
|
Common
Stock
|
$
|
40,560
|
*
|
|
Anthonie C. van Ekris
|
Same
|
Morgan
Group Holdings, Inc
|
Common
Stock
|
$
|
240
|
*
|
|
|
(1)
|
This information has
been furnished as of December 31, 2018.
|
|
|
(2)
|
An asterisk indicates
that the ownership amount constitutes less than 1% of the total interests outstanding.
|
The
Fund pays each Independent Trustee an annual retainer of $8,500 plus $1,000 for each Board meeting attended. Each Independent
Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive
$500 per meeting attended. In addition, the Audit Committee Chairman receives an annual fee of $2,000, the Nominating Committee
Chairman receives an annual fee of $2,000, and the Lead Independent Trustee receives an annual fee of $1,000. A Trustee may receive
a single meeting fee, allocated among the participating funds, for participation in certain meetings on behalf of multiple funds.
The aggregate remuneration (excluding out of pocket expenses) paid by the Fund to such Trustees during the fiscal year ended October
31, 2018, amounted to $122,000. During the fiscal year ended October 31, 2018, the Trustees of the Fund met four times, all of
which were regular quarterly Board meetings. Each Trustee then serving in such capacity attended at least 75% of the Board meetings
and of any committee of which he is a member.
The Audit Committee and Audit
Committee Report
The
role of the Fund’s Audit Committee is to assist the Board of Trustees in its oversight of (i) the quality and integrity
of the Fund’s financial statement reporting process and the independent audit and reviews thereof; (ii) the Fund’s
accounting and financial reporting policies and practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund’s compliance with legal and regulatory requirements; and (iv) the independent
registered public accounting firm’s qualifications, independence, and performance. The Audit Committee also is required
to prepare an audit committee report pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for
inclusion in the Fund’s annual proxy statement. The Audit Committee operates pursuant to the Audit Committee Charter (the
“Audit Charter”) that was most recently reviewed and approved by the Board of Trustees on November 15, 2018. The Audit
Charter is available in the Closed-End Funds – Corporate Governance Section on the Fund’s website at www.gabelli.com.
Pursuant
to the Audit Charter, the Audit Committee is responsible for conferring with the Fund’s independent registered public accounting
firm, reviewing annual financial statements, approving the selection of the Fund’s independent registered public accounting
firm, and overseeing the Fund’s internal controls. The Audit Charter also contains provisions relating to the pre-approval
by the Audit Committee of audit and non-audit services to be provided by PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”),
the Fund’s independent registered public accounting firm for the fiscal year ending October 31, 2019, to the Fund and to
the Adviser and certain of its affiliates. The Audit Committee advises the full Board with respect to accounting, auditing, and
financial matters affecting the Fund. As set forth in the Audit Charter, management is responsible for maintaining appropriate
systems for accounting and internal control, and the Fund’s independent registered public accounting firm is responsible
for planning and carrying out proper audits and reviews. The independent registered public accounting firm is ultimately accountable
to the Board of Trustees and to the Audit Committee, as representatives of shareholders. The independent registered public accounting
firm for the Fund reports directly to the Audit Committee.
In
performing its oversight function, at a meeting held on December 26, 2018, the Audit Committee reviewed and discussed with management
of the Fund and PricewaterhouseCoopers the audited financial statements of the Fund as of and for the fiscal year ended October
31, 2018, and the conduct of the audit of such financial statements.
In
addition, the Audit Committee discussed with PricewaterhouseCoopers the accounting principles applied by the Fund and such other
matters brought to the attention of the Audit Committee by PricewaterhouseCoopers as required by current standards issued by the
Public Company Accounting Oversight Board (United States) (“PCAOB”). The Audit Committee also received from PricewaterhouseCoopers
the written disclosures and statements required by the SEC’s independence rules, delineating relationships between PricewaterhouseCoopers
and the Fund, and discussed the impact that any such relationships might have on the objectivity and independence of PricewaterhouseCoopers
as the independent registered public accounting firm.
As
set forth above, and as more fully set forth in the Audit Charter, the Audit Committee has significant duties and powers in its
oversight role with respect to the Fund’s financial reporting procedures, internal control systems, and the independent
audit process.
The
members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing
or accounting and are not employed by the Fund for accounting, financial management, or internal control purposes. Moreover, the
Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management
or the Fund’s independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not
provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles
and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws
and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance
that the audit of the Fund’s financial statements has been carried out in accordance with the standards of the PCAOB or
that the financial statements are presented in accordance with generally accepted accounting principles (United States).
Based
on its consideration of the audited financial statements and the discussions referred to above with management and PricewaterhouseCoopers,
and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Audit Charter and those
discussed above, the Audit Committee recommended to the Fund’s Board of Trustees that the Fund’s audited financial
statements be included in the Fund’s Annual Report for the fiscal year ended October 31, 2018.
Submitted
by the Audit Committee of the Fund’s Board of Trustees
Daniel D. Harding,
Chairman
Kinchen C. Bizzell
Elizabeth C.
Bogan
Kuni Nakamura
December 26,
2018
The
Audit Committee met two times during the fiscal year ended October 31, 2018. The Audit Committee is composed of four of the Fund’s
Independent Trustees, namely Messrs. Harding (Chairman), Bizzell, and Nakamura, and Dr. Bogan. The Fund has certified that each
member of the Audit Committee is able to read and understand fundamental financial statements, including those of the Fund. Mr.
Harding has been designated as the Fund’s audit committee financial expert, as defined in Items 407(d)(5)(ii) and (iii)
of Regulation S-K (the “Audit Committee Financial Expert”).
Nominating
Committee
The
Board of Trustees has a Nominating Committee composed of three Independent Trustees, Messrs. Melarkey (Chairman), Fahrenkopf,
Jr., and Platt. Each Nominating Committee Member is an Independent Trustee as determined under guidelines of the NYSE American.
The Nominating Committee met once during the fiscal year ended October 31, 2018. The Nominating Committee is responsible for identifying
and recommending qualified candidates to the Board in the event that a position is vacated or created. In considering candidates
submitted by shareholders, the Nominating Committee will take into consideration the needs of the Board, the qualifications of
the candidate, and the interests of shareholders.
The
Nominating Committee believes that the minimum qualifications for serving as a Trustee of the Fund are that the individual demonstrate,
by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board of Trustees’
oversight of the business and affairs of the Fund and have an impeccable record and reputation for honest and ethical conduct
in both his or her professional and personal activities. In addition, the Nominating Committee examines a candidate’s specific
experiences and skills, time availability in light of other commitments, potential conflicts of interest, and independence from
management and the Fund. The Fund has adopted specific Trustee qualification requirements that can be found in the Fund’s
By-Laws and are applicable to all individuals who may be nominated, elected, appointed, qualified or seated to serve as Trustees.
The qualification requirements include: (i) age limits (at least 21 years of age and such maximum age as the Trustees may in the
future determine); (ii) prohibitions regarding any legal disability; (iii) limits on service on other boards; (iv) restrictions
on relationships with investment advisers other than the Fund's adviser; and (v) character and fitness requirements. Additionally,
each Independent Trustee must not be an “interested person” of the Fund as defined under Section 2(a)(19) of the 1940
Act and may not be or have certain relationships with a shareholder beneficially owning five percent or more of the Fund's outstanding
shares or specified levels of interest in registered investment companies. The Fund’s By-Laws also provide that a majority
of the Trustees then in office may determine by resolution that a failure to satisfy a particular qualification requirement will
not present undue conflicts or impede the ability of the candidate to discharge the duties of a Trustee or the free flow of information
among Trustees or between the Fund’s adviser and the Board. Reference is made to the Fund’s By-Laws for more detail.
The
Nominating Committee also considers the overall composition of the Board, bearing in mind the benefits that may be derived from
having members who have a variety of experiences, qualifications, attributes, or skills useful in overseeing a publicly-traded,
highly-regulated entity such as the Fund. The Nominating Committee does not have a formal policy regarding the consideration of
diversity in identifying trustee candidates. For a discussion of experiences, qualifications, attributes or skills supporting
the appropriateness of each Trustee’s service on the Fund’s Board, see the biographical information of the Trustees
above in the section entitled “Information About Trustees and Officers.”
The
Board of Trustees adopted a Nominating Committee Charter on November 18, 2015. The charter is available in the Closed-End Funds
– Corporate Governance Section on the Fund’s website at www.gabelli.com.
Other Board Related Matters
The
Board of Trustees has established the following procedures in order to facilitate communications among the Board and the shareholders
of the Fund and other interested parties.
Receipt of Communications
Shareholders
and other interested parties may contact the Board or any member of the Board by mail or electronically. To communicate with the
Board or any member of the Board, correspondence should be addressed to the Board or the Board member(s) with whom you wish to
communicate either by name or title. All such correspondence should be sent to Bancroft Fund Ltd., c/o Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422. To communicate with the Board electronically, shareholders may go to the corporate website
at www.gabelli.com under the heading “Contact Us/Email Addresses/Board of Directors (Gabelli Closed-End Funds).”
Forwarding
the Communications
All
communications received will be opened by the office of the General Counsel of the Adviser for the sole purpose of determining
whether the contents represent a message to one or more Trustees. The office of the General Counsel will forward promptly to the
addressee(s) any contents that relate to the Fund and that are not in the nature of advertising, promotions of a product or service,
or patently offensive or otherwise objectionable material. In the case of communications to the Board of Trustees or any committee
or group of members of the Board, the General Counsel’s office will make sufficient copies of the contents to send to each
Trustee who is a member of the group or committee to which the envelope or e-mail is addressed.
The
Fund does not expect Trustees or nominees for election as Trustee to attend the Meeting. No Trustee or nominee for election as
Trustee attended the Fund’s annual meeting of shareholders held on May 14, 2018.
The
following table sets forth certain information regarding the compensation of the Trustees and officers, if any, who were compensated
by the Fund rather than the Adviser for the fiscal year ended October 31, 2018, and by the Fund Complex for the calendar year
ended December 31, 2018.
COMPENSATION
TABLE
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Aggregate
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Aggregate
Compensation from
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Compensation from
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the
Fund and Fund Complex
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Name of Person
and Position
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the Fund*
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Paid
to Trustees**
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INTERESTED TRUSTEES/NOMINEES:
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Mario
J. Gabelli
|
$
|
0
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|
$
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0
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(0)
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Chairman
|
|
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Jane D. O’Keeffe
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$
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0
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$
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0
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(0)
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Trustee
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INDEPENDENT TRUSTEES/NOMINEES:
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Kinchen C. Bizzell
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$
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13,500
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$
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27,500
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(2)
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Trustee
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Elizabeth C. Bogan
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$
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13,500
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$
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40,775
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(4)
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Trustee
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James P. Conn
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$
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13,500
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$
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273,500
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(26)
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Trustee
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Frank J. Fahrenkopf,
Jr.
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$
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13,000
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$
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164,000
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(14)
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Trustee
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Daniel D. Harding
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$
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15,500
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$
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37,500
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(3)
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Trustee
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Michael J. Melarkey
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$
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14,000
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$
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189,567
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(25)
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Trustee
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Kuni Nakamura
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$
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13,500
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$
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328,108
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(37)
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Trustee
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Nicolas W. Platt
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$
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13,000
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$
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26,000
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(2)
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Trustee
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Anthonie C. van Ekris
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$
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12,500
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$
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215,250
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(24)
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Trustee
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*
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Represents total compensation
paid to such persons by the Fund during the Fund’s fiscal year ended October 31, 2018.
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**
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Represents the total
compensation paid to such persons during the calendar year ended December 31, 2018, by investment companies (including the Fund)
or portfolios that are part of the Fund Complex. The number in parentheses represents the number of such investment companies
and portfolios.
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Required Vote
The
election of each of the listed nominees for Trustee of the Fund requires the affirmative vote of the holders of a plurality of
the applicable class or classes of shares of the Fund present in person or represented by proxy at the Meeting, provided a quorum
is present. A “plurality” vote means that the nominees who receive the largest number of votes cast (even if they
receive less than a majority) will be elected as trustees. Since the nominees are running unopposed, each nominee only needs one
vote to be elected if there is a quorum present at the Meeting.
THE
BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE
ELECTION OF EACH APPLICABLE NOMINEE.
ADDITIONAL
INFORMATION
Independent Registered Public
Accounting Firm
Recent Change in Auditor
Effective
February 22, 2018, the Board, including a majority of the Independent Trustees, upon recommendation and approval of the Audit
Committee, dismissed Tait Weller & Baker LLP (“Tait Weller”) as the Fund's independent registered public accounting
firm and appointed PricewaterhouseCoopers to serve in this role for the fiscal year ending October 31, 2018.
Tait
Weller’s report on the financial statements of the Fund for the fiscal year ended October 31, 2017 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principle.
During
the fiscal year ended October 31, 2017 and the subsequent interim period through February 22, 2018, there were no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Tait Weller on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Tait Weller, would have caused Tait Weller to make reference to the subject matter of the disagreements in connection with
their reports on the Fund’s financial statements for such fiscal years.
During
the fiscal year ended October 31, 2017 and the subsequent interim period through February 22, 2018, there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Fund provided Tait Weller with a copy of the foregoing disclosure in accordance with the requirements of Instruction 2 to Item
304 of Regulation S-K. Tait Weller did not indicate that it believed the foregoing disclosure was incorrect or incomplete.
During
the fiscal year ended October 31, 2017 and the subsequent interim period prior to engaging PricewaterhouseCoopers, neither the
Fund, nor anyone on its behalf, consulted with PricewaterhouseCoopers with respect to: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on the Fund’s
financial statements, and no written report or oral advice was provided that PricewaterhouseCoopers concluded was an important
factor considered by the Fund in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
PricewaterhouseCoopers,
300 Madison Avenue, New York, New York 10017 has been selected to serve as the Fund’s independent registered public accounting
firm for the fiscal year ending October 31, 2019. The Fund knows of no direct financial or material indirect financial interest
of PricewaterhouseCoopers in the Fund. Representatives of Tait Weller and PricewaterhouseCoopers will not be present at the Meeting,
but will be available by telephone and will have an opportunity to make a statement, if asked, and will be available to respond
to appropriate questions.
Set
forth in the table below are audit fees and non-audit related fees billed to the Fund by Tait Weller for professional services
received during and for the fiscal year ended October 31, 2017, and PricewaterhouseCoopers for professional services received
during the fiscal year ended October 31, 2018.
Fiscal
Year Ended
October 31
|
Audit
Fees
|
Audit
Related Fees
|
Tax
Fees*
|
All
Other Fees
|
|
2017
|
$22,000
|
—
|
$3,000
|
—
|
|
2018
|
$26,000
|
—
|
$3,700
|
—
|
|
|
*
|
“Tax Fees”
are those fees billed by Tait Weller, and PricewaterhouseCoopers in connection with tax compliance services, including primarily
the review of the Fund’s income tax returns.
|
The
Fund’s Audit Charter requires that the Audit Committee pre-approve all audit and non-audit services to be provided by the
independent registered public accounting firm to the Fund, and all non-audit services to be provided by the independent registered
public accounting firm to the Fund’s Adviser and service providers controlling, controlled by, or under common control with
the Fund’s Adviser (“affiliates”) that provide ongoing services to the Fund (a “Covered Services Provider”),
if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services to the Chairman of the Audit Committee, and the
Chairman must report his decision(s) to the Audit Committee, at its next regularly scheduled meeting after the Chairman’s
pre-approval of such services. The Audit Committee may also establish detailed pre-approval policies and procedures for pre-approval
of such services in accordance with applicable laws, including the delegation of some or all of the Audit Committee’s pre-approval
responsibilities to other persons (other than the Adviser or the Fund’s officers). Pre-approval by the Audit Committee of
any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Fund, the Adviser, and any Covered Services Provider constitutes not more than 5% of the total amount of revenues
paid by the Fund to its independent registered public accounting firm during the year in which the permissible non-audit services
are provided; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit
services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee
or the Chairman prior to the completion of the audit. All of the audit, audit related, and tax services described above for which
Tait Weller and PricewaterhouseCoopers billed the Fund fees for the fiscal years ended October 31, 2017 and October 31, 2018 were
pre-approved by the Audit Committee.
For
the fiscal years ended October 31, 2017 and 2018, Tait Weller and PricewaterhouseCoopers have represented to the Fund that they
did not provide any non-audit services (or bill any fees for such services) to the Adviser or any Covered Services Provider.
The
Audit Committee was not required to consider whether the provision of non-audit services that were rendered to the Adviser or
Covered Service Providers that were not pre-approved was compatible with maintaining Tait Weller’s or PricewaterhouseCoopers’s
independence.
The Investment
Adviser and Administrator
Gabelli
Funds, LLC is the Fund’s Adviser and Administrator and its business address is One Corporate Center, Rye, New York 10580-1422.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section
16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the Fund’s executive officers
and Trustees, executive officers and directors of the Adviser, certain other affiliated persons of the Adviser, and persons who
own more than 10% of a registered class of the Fund’s securities to file reports of ownership and changes in ownership with
the SEC and the NYSE American and to furnish the Fund with copies of all Section 16(a) forms they file. Based solely on the Fund’s
review of the copies of such forms it received, if any, for the fiscal year ended October 31, 2018, the Fund believes that during
that year such persons complied with all such applicable filing requirements.
Broker Non-Votes
and Abstentions
For
purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions (or “withheld votes”
with respect to the election of Trustees) and broker “non-votes” (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present
but that have not been voted. Accordingly, shareholders are urged to forward their voting instructions promptly.
Because
the Fund requires a plurality of votes to elect each nominee for Trustee, abstentions and broker non-votes, if any, will not
be counted as votes cast, but will have no effect on the result of the vote. Abstentions and any broker non-votes, however, will
be considered to be present at the Meeting for purposes of determining the existence of a quorum.
Brokers
holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions
of such customers and clients on how to vote their shares on Proposal 1 before the Meeting. Under the rules of the NYSE American,
such brokers may, for certain “routine” matters, grant discretionary authority to the proxies designated by the Board
to vote if no instructions have been received from their customers and clients prior to the date specified in the brokers’
request for voting instructions. Proposal 1 is a “routine” matter and accordingly beneficial owners who do not provide
proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1.
A properly executed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial
owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of the proposal.
Shareholders
of the Fund will be informed of the voting results of the Meeting in the Fund’s Semiannual Report for the six months ended
April 30, 2019.
“Householding”
Please
note that only one document (i.e., an annual or semiannual report or set of proxy soliciting materials) may be delivered to two
or more shareholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a
separate copy of a document, or for instructions regarding how to request a separate copy of these documents or regarding how
to request a single copy if multiple copies of these documents are received, shareholders should contact the Fund at the address
and phone number set forth above.
OTHER MATTERS
TO COME BEFORE THE MEETING
The
Trustees of the Fund do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends
to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in
the accompanying proxy will vote thereon in accordance with their judgment.
SHAREHOLDER
NOMINATIONS AND PROPOSALS
All
proposals by shareholders of the Fund that are intended to be presented pursuant to Rule 14a-8 under the 1934 Act (“Rule
14a-8”) at the Fund’s next Annual Meeting of Shareholders to be held in 2020 (the “2020 Annual Meeting”)
must be received by the Fund for consideration for inclusion in the Fund’s 2020 proxy statement and 2020 proxy relating
to that meeting no later than December 5, 2019. Rule 14a-8 specifies a number of procedural and eligibility requirements to be
satisfied by a shareholder submitting a proposal for inclusion in the Fund’s proxy materials pursuant to Rule 14a-8. Any
shareholder contemplating submissions of such a proposal is referred to Rule 14a-8.
The
Fund’s By-Laws require shareholders that wish to nominate Trustees or make proposals to be voted on at an Annual Meeting
of the Fund’s Shareholders (and which are not proposed to be included in the Fund’s proxy materials pursuant to Rule
14a-8) to provide timely notice of the nomination or proposal in writing. To be considered timely for the 2020 Annual Meeting,
the shareholder notice (and information summarized below and described fully in the Fund’s By-Laws) must be sent to the
Fund’s Secretary, c/o Gabelli Funds, LLC, One Corporate Center, Rye, NY 10580-1422, and must be received by the Secretary
no earlier than December 15, 2019 and no later than January 14, 2020; provided, however, that if the 2020 Annual Meeting is to
be held on a date that is earlier than April 18, 2020 or later than June 7, 2020, such notice must be so received not later than
the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever occurred first. In no event shall the adjournment or postponement
of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend
any time period) for the giving of a shareholder’s notice as described above.
In
order for a shareholder of record to propose a nominee for Trustee, such shareholder must furnish written notice setting forth
specified information about the nominee and associates of the nominee, the shareholder(s) of record (and if different, each beneficial
owner on whose behalf the nomination is being made) and associates of the shareholder(s), as well as an executed certificate
by the nominee relating to the nominee’s disclosure of any agreement, arrangement or understanding with any person or entity
other than the Fund in connection with service as a Trustee of the Fund, the nominee’s consent to serve as a Trustee if
elected and the nominee’s satisfaction of the Trustee qualifications set forth in the Fund’s governing documents.
If requested by the Nominating Committee, the proposing shareholder will need to also submit a completed and signed trustee’s
questionnaire, including a supplement, relating to the nominee’s satisfaction of the qualifications requirements set forth
in the governing documents.
The
foregoing description of the procedures for a shareholder of the Fund properly to make a nomination for election to the Board
or to propose other business for the Fund is only a summary and is not complete. Copies of the Fund’s governing documents,
including the provisions that concern the requirements for shareholder nominations and proposals, are available on the EDGAR Database
on the SEC’s website at www.sec.gov. The Fund will also furnish, without charge, a copy of its governing documents to a
shareholder upon request, which may be requested by writing to the Fund’s Secretary, c/o Gabelli Funds, LLC, One Corporate
Center, Rye, NY 10580-1422. Any shareholder of the Fund considering making a nomination or other proposal should carefully review
and comply with those provisions of the Fund’s governing documents.
IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS
MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD, VOTING INSTRUCTION
FORM OR SET FORTH IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.
April
3, 2019
This Page Was
Intentionally Left Blank.
This Page Was
Intentionally Left Blank.
This Page Was
Intentionally Left Blank.
BCV-PS-2019
PROXY
TABULATOR
P.O. BOX 9112
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To
vote by Internet
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FARMINGDALE,
NY 11735
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1)
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Read
the Proxy Statement and have the proxy card
below at hand.
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2)
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Go
to website
www.proxyvote.com
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3)
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Follow
the instructions provided on the website.
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To
vote by Telephone
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1)
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Read
the Proxy Statement and have the proxy card
below at hand.
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2)
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Call
1-800-690-6903
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3)
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Follow
the instructions.
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To
vote by Mail
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1)
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Read
the Proxy Statement.
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2)
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Check
the appropriate box on the proxy card below.
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3)
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Sign
and date the proxy card.
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4)
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Return
the proxy card in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E63616-P20569
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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BANCROFT
FUND LTD.
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COMMON SHAREHOLDER
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A
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Election of Trustees — The Board of Trustees recommends a vote
FOR
each of the nominees listed.
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.
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1.
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To
elect three (3) Trustees of the Fund:
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o
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o
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o
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Nominees:
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01)
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Jane
D. O’Keeffe
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02)
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Elizabeth
C. Bogan
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03)
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Anthonie
C. van Ekris
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B
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Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
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Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature [Joint Owners]
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
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BANCROFT
FUND LTD.
This
proxy is solicited on behalf of the Board of Trustees
The
undersigned hereby appoints Mario J. Gabelli, Andrea R. Mango and Agnes Mullady, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned
all shares of the Bancroft Fund Ltd. (the "Fund"), which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut
06830 on Monday, May 13, 2019, at 9:00 a.m., and at any adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come
before the Meeting.
A
majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes
any proxy previously given.
This
proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this
proxy will be voted
FOR
the election of the nominees as Trustees and in the discretion of the proxy holder as to any other
matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of Proposal No. 1.
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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PROXY
TABULATOR
P.O. BOX 9112
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To
vote by Internet
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FARMINGDALE,
NY 11735
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1)
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Read
the Proxy Statement and have the proxy card
below at hand.
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2)
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Go
to website
www.proxyvote.com
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3)
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Follow
the instructions provided on the website.
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To
vote by Telephone
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1)
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Read
the Proxy Statement and have the proxy card
below at hand.
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2)
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Call
1-800-690-6903
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3)
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Follow
the instructions.
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To
vote by Mail
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1)
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Read
the Proxy Statement.
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2)
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Check
the appropriate box on the proxy card below.
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3)
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Sign
and date the proxy card.
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4)
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Return
the proxy card in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E63616-P20569
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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BANCROFT
FUND LTD.
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SERIES
A PREFERRED SHAREHOLDER
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A
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Election of Trustees — The Board of Trustees recommends a vote
FOR
each of the nominees listed.
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.
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1.
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To
elect three (3) Trustees of the Fund:
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o
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o
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o
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Nominees:
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01)
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Jane
D. O’Keeffe
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02)
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Elizabeth
C. Bogan
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03)
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Anthonie
C. van Ekris
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B
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Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
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Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature [Joint Owners]
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
|
|
|
|
|
|
|
|
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BANCROFT
FUND LTD.
This
proxy is solicited on behalf of the Board of Trustees
The
undersigned hereby appoints Mario J. Gabelli, Andrea R. Mango and Agnes Mullady, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned
all shares of the Bancroft Fund Ltd. (the "Fund"), which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut
06830 on Monday, May 13, 2019, at 9:00 a.m., and at any adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come
before the Meeting.
A
majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes
any proxy previously given.
This
proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this
proxy will be voted
FOR
the election of the nominees as Trustees and in the discretion of the proxy holder as to any other
matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of Proposal No. 1.
|
|
|
|
|
|
|
|
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
Bancroft Fund, Ltd. (AMEX:BCV.PRA)
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From Sep 2024 to Oct 2024
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