65
MADISON AVENUE, SUITE 550 • MORRISTOWN, NEW JERSEY 07960-7308 • (973) 631-1177 •
www.bancroftfund.com
January
14, 2008
To
Shareholders of Bancroft Fund Ltd.:
Reference
is made to the proxy materials for the Annual Meeting of Shareholders of
Bancroft Fund Ltd. to be held on Monday, February 11, 2008.
These
proxy materials describe the possibility that your two incumbent trustees
would
face a re-election
challenge by two individuals nominated by certain shareholders of the
Fund. These proxy materials also contemplate the possibility that, in
addition to the re-election challenge, those shareholders would present for
a
shareholder vote their proposal with respect to a monthly managed distribution
policy (Proposal 3).
After
the
proxy materials were printed and shortly before the date of this letter,
the
Fund and such shareholders entered into an agreement pursuant to which such
shareholders agreed to withdraw their Board nominees and their proposal with
respect to a monthly managed distribution policy. Accordingly, the
two incumbent trustees, Thomas H. Dinsmore and Daniel
D.
Harding, will be running unopposed as nominees for a three-year term,
shareholders will not
be asked to vote on the monthly managed distribution policy, and you may therefore ignore
Proposal 3
on the proxy card and in the proxy statement.
The
Fund
has agreed to commence a cash tender offer for up to 758,754 shares of
beneficial interest at a price of not less than 95% of net asset value per
share. Additional information about the agreement reached between the
Fund and the shareholders is set forth in the Fund’s press release dated January
14, 2008, a copy of which is included with this letter.
This
announcement is not an offer to purchase or the solicitation of an offer
to sell
shares of the Fund or a prospectus, circular or representation intended for
use
in the purchase or sale of Fund shares. The tender offer referred to
in this letter will be made only by the offer to purchase and related letter
of
transmittal. The Fund’s shareholders should carefully read the tender
offer materials when they are made available because they will contain important
information about the Fund and the tender offer. Further information will be
forthcoming
when the tender offer commences. We cordially
invite you to
attend the Annual Meeting, but if you are unable to do so, we ask that you
return the enclosed proxy card promptly so that your vote will be
counted.
Sincerely,
Thomas
H.
Dinsmore,
Chairman
of the Board of Trustees
Bancroft
Fund Ltd. Announces Agreement To
Commence Tender
Offer and Termination of Proxy Contest
FOR
IMMEDIATE RELEASE
Morristown,
NJ
January
14, 2008
Cusip
059695106
|
For
Information:
Gary
I. Levine
(973)
631-1177
|
Bancroft
Fund
Ltd. (AMEX:
BCV) today
announced that it had entered into
an agreement with certain Bancroft shareholders owning approximately 6.04%
of
Bancroft’s shares of beneficial interest, pursuant to which Bancroft agreed to
commence a cash tender offer for up to 758,754 shares of its beneficial interest
at a price of not less than 95% of net asset value per share. The tender
offer
will remain open for at least 20 business days.
The
tender offer price will be based on
the net asset value of a Bancroft share of beneficial interest at 5:00 p.m.
on
the expiration date of the tender offer. If there were no change in net asset
value between the date of this press release and the expiration of the tender
offer, the tender offer price would not be less than $19.77 per
share.
Bancroft
expects to commence the tender
offer on or before February 25, 2008. The tender offer may be terminated
or
withdrawn in the event any one or more of certain enumerated events should
occur.
Bancroft
reserves the right in its sole
discretion to accept and pay for tendered shares in excess of 758,754 shares,
but if more than 758,754 shares are tendered and Bancroft does not elect
to take
up and pay for all such shares, the tendered shares will be accepted on a
pro
rata basis.
In
the Agreement, the Bancroft
shareholder group agreed to tender all of their shares in the upcoming tender
offer, to sell their Bancroft shares whenever the price reaches at least
95% of
net asset value per share, to discontinue its planned proxy contest for two
seats on the Bancroft Board which will be filled at the 2008 Annual Meeting
of
Shareholders scheduled to be held on February 11, 2008 and instead to vote
for
the two Bancroft nominees, and to withdraw their shareholder proposal with
respect to consideration of a monthly managed distribution
policy.
This
announcement is not an offer to
purchase or the solicitation of an offer to sell shares of Bancroft or a
prospectus, circular or representation intended for use in the purchase or
sale
of Bancroft shares. The tender offer referred to in this announcement will
be
made only by the offer to purchase and related letter of transmittal. Bancroft
shareholders should carefully read the tender offer materialswhen
they
are madeavailable because theywill
contain important information about
Bancroft and the tender offer. Further information
will be forthcoming
when the tender offer commences.
Shares
of closed-end funds frequently
trade at a discount to net asset value. The price of Bancroft’s shares is
determined by a number of factors, several of which are beyond the control
of
Bancroft. Therefore, Bancroft cannot predict whether its shares will trade
at,
below or above net asset value.
Bancroft
shares are not FDIC-insured and
are not deposits or other obligations of, or guaranteed by, any bank. Bancroft
shares involve investment risk, including possible loss of
principal.
Bancroft
Fund Ltd. operates as a
closed-end, diversified management investment company and invests primarily
in
convertible securities, with the objectives of providing income and the
potential for capital appreciation; which objectives Bancroft considers to
be
relatively equal, over the long-term, due to the nature of the securities
in
which it invests. Bancroft shares are traded on the American Stock Exchange
under the ticker symbol BCV.
AMEX
-
BCV Cusip 059695106
For
further information please contact:
Gary
I.
Levine,
Executive
Vice President, Chief Financial Officer and Secretary
Ph.
(973)
631-1177
Fax
(973)
631-9893
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