bancroft_def14a-021309.htm
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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Definitive
Additional Materials |
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Soliciting Material
Pursuant to Section 240.14a-11(c) or Section 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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fee required
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
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of each class of securities to which transaction
applies:
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(2)
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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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fee paid:
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paid previously with preliminary materials.
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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
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BANCROFT
FUND LTD.
65
Madison Avenue
Morristown,
New Jersey 07960
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
to
be held
Friday,
February 13, 2009
11:00
a.m., Eastern Standard Time
at
65
Madison Avenue, Suite 550, Morristown, New Jersey 07960
To
Shareholders of Bancroft Fund Ltd.:
We
cordially invite you to attend our 2009 Annual Meeting of Shareholders to vote
on:
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1.
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Electing
two trustees to three year terms;
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2.
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Ratifying
the Audit Committee’s appointment of Tait, Weller & Baker LLP as
independent registered public accountants for fiscal year 2009;
and
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3.
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Transacting
any other business that properly comes before the meeting or any
adjournments or postponements of the
meeting.
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We are
holding the Annual Meeting on Friday, February 13, 2009 at 11:00 a.m., Eastern
Standard Time, at the offices of Bancroft Fund Ltd. located at 65 Madison
Avenue, Morristown, New Jersey 07960.
You may
vote on these proposals in person or by proxy. If you cannot attend
the meeting in person, we ask that you return your proxy card promptly so that
your vote is counted. Only shareholders of record on December 19,
2008 will be entitled to vote at the meeting or any adjournment or postponement
of the meeting.
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Thomas
H. Dinsmore
Chairman
of the Board of Trustees
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December
29, 2008
BANCROFT
FUND LTD.
65
Madison Avenue
Morristown,
New Jersey 07960
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD
FEBRUARY
13, 2009
INFORMATION
ABOUT THE ANNUAL MEETING
Proxy
Statement
We are
sending you this Proxy Statement and the enclosed proxy card because the Board
of Trustees of Bancroft Fund Ltd. (the Trust) is soliciting your proxy to vote
at the 2009 annual meeting of shareholders and at any adjournments or
postponements of the annual meeting (the Annual Meeting). This Proxy
Statement summarizes the information you need to know to cast an informed vote
at the Annual Meeting.
This
Proxy Statement, the attached Notice of Annual Meeting and the enclosed proxy
card will first be sent on or about December 29, 2008 to all shareholders
entitled to vote. Shareholders who owned the Trust’s shares of
beneficial interest on December 19, 2008 are entitled to vote. On
this record date, there were 5,189,875 shares outstanding. Each share
of the Trust that you own entitles you to one vote. (A fractional
share has a fractional vote.)
We are
also sending along with this Proxy Statement the Trust’s 2008 Annual Report,
which includes our financial statements. If you have not received
such report or would like to receive an additional copy, please contact Gary I.
Levine at 65 Madison Avenue, Morristown, NJ 07960 or call (800)
914-1177. The Trust will furnish such report free of
charge. The report is also available online at
www.bancroftfund.com.
Time
and Place of Meeting
We are
holding the Annual Meeting on Friday, February 13, 2009 at 11:00 a.m., Eastern
Standard Time, at 65 Madison Avenue, Morristown, New Jersey 07960.
Proposal
Table
The
following table summarizes each proposal to be presented at the Annual Meeting
and the page number of this proxy statement where you may find a description of
the proposal:
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Proposal
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Page
Number
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1. |
Electing
trustees
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2
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2. |
Ratifying
the Audit Committee’s Appointment of Tait, Weller & Baker LLP as
independent registered public accountants
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11
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The Board
of Trustees, including all of the independent trustees, recommend that you vote
FOR Proposals 1 and
2.
How
to Vote
You do
not need to attend the Annual Meeting in person to vote your
shares. Instead, you may simply complete, sign and return the
enclosed proxy card or use any of the available alternative proxy voting methods
specified in the instructions that accompany this Proxy Statement.
If you
are the record owner of your shares, the available alternative proxy voting
methods are telephone and Internet voting. If your shares are held by
a broker, the alternative proxy voting methods may include telephone, Internet
and any alternative method of voting permitted by your broker. Please
see “Additional Information on Voting” on page 12 below for a further discussion
of how to vote your shares.
Broker
Voting
Under
rules applicable to broker-dealers, if your broker holds your shares in its
name, we expect that the broker will be entitled to vote your shares on
Proposals 1 and 2 even if it has not received instructions from
you. A “broker non-vote” occurs when a broker has not received voting
instructions from a shareholder and is barred from voting the shares without
shareholder instructions because the proposal is considered to be
non-routine. Because Proposals 1 and 2 are considered routine, the
Trust does not expect to receive any broker non-votes.
ELECTION
OF TRUSTEES
Structure
of the Board of Trustees
The Board
of Trustees (the Board) is divided into three classes for purposes of
election. One class is elected at each annual meeting of
shareholders. Trustees in each class serve for a three-year
term. Classifying the Board for election may be regarded as an
“anti-takeover provision” because it has the effect of maintaining the
continuity of the Board and requiring at least two years to change a majority of
the Board.
The Board
currently consists of seven persons. Five of the trustees are
“independent,” meaning they are not “interested persons” of the Trust within the
meaning of the Investment Company Act of 1940, as amended (the Investment
Company Act). Two of the Trust’s trustees are “interested persons”
because of their business and financial relationships with the Trust and
Dinsmore Capital Management Co. (formerly Davis-Dinsmore Management Company)
(Dinsmore Capital), the Trust’s investment adviser.
At the
2009 Annual Meeting, the terms of two trustees are expiring. The
Governance Committee of the Board nominated the trustees, whose terms are
expiring in 2009, as set forth below, to serve for terms that expire in
2012. Other trustees do not need to stand for election this year and
will continue in office for the rest of their respective terms. One
of the nominees, Kinchen C. Bizzell, who is a current trustee of the Trust, was
elected by the Board and has not been previously elected by
shareholders.
Each
of the nominees is willing to serve as a trustee. However, if a
nominee becomes unavailable for election, proxies will vote for another nominee
proposed by the Board or, as an alternative, the Board may keep the position
vacant or reduce the number of trustees.
Nominees
for Trustees
The Board
has approved the nomination of the following individuals to serve as trustees
until the annual meeting of shareholders to be held in 2012. The
business address of each nominee and/or trustee listed below is Bancroft Fund
Ltd., 65 Madison Avenue, Suite 550, Morristown, NJ
07960. Because Dinsmore Capital serves as investment
adviser to the Trust and to another investment company, Ellsworth Fund Ltd.
(Ellsworth Fund), Ellsworth Fund and the Trust make up a “fund complex” (Fund
Complex). If re-elected, each nominee would oversee the two
registered investment companies in the Fund Complex.
Nominees
Who are Independent Trustees
Name and
Age
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Trustee
Since
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Principal
Occupation(s)
During
Past 5 Years and other
Business
Experience
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Other Trusteeship(s)
Held
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Kinchen
C. Bizzell – 54
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2008
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Senior
Counselor with Burson-Marsteller (global public relations and
communications firm) (since 2004). Previously Managing Director in
Burson-Marsteller’s corporate and financial practice. Mr.
Bizzell is a Chartered Financial Analyst and a member of the New York
State Bar.
Mr.
Bizzell received a B.A. degree from North Carolina State University and a
J.D. degree from Duke University.
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Ellsworth
Fund
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Elizabeth
C. Bogan, Ph.D. – 64
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1990
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Senior
Lecturer in Economics at Princeton University (since
1992).
Formerly: Chairman
of Economics and Finance Department, Fairleigh Dickinson University, and a
member of the Executive Committee for the College of Business
Administration. Dr. Bogan has chaired numerous
administrative and academic committees. Dr. Bogan received
an A.B. 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. Her writings on
finance have been published in The Financial Analysts
Journal and in other journals.
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Ellsworth
Fund
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Required
Vote
Trustees
are elected by a plurality vote of shares cast at the Annual Meeting, meaning
that the trustee nominee with the most affirmative votes for a particular seat
on the Board is elected for such seat. In an uncontested election for
trustees, the plurality requirement is not a factor. Abstentions will
not count as votes cast and will have no effect on the outcome of this
proposal. We expect that brokers will be entitled to vote on this
proposal. Any broker non-vote will have no effect on the outcome of
this proposal.
The
Board recommends that you vote FOR these nominees.
Information
about the Trust’s Other Trustees
Information
about the Trust’s other trustees whose terms continue after the Annual Meeting
is presented below. Each trustee oversees two registered investment
companies in the Fund Complex, the Trust and Ellsworth Fund.
Continuing
Independent Trustees
Name and
Age
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Trustee
Since
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Principal
Occupation(s)
During
Past 5 Years and Other
Business
Experience
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Other Trusteeship(s)
Held
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Gordon
F. Ahalt (1)
– 80
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1982
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Retired.
Formerly: President
of G.F.A. Inc. (petroleum industry consulting company) (1982 until 2000);
Consultant, W. H. Reaves & Co., Inc., (an asset management company)
(1987-1998). Mr. Ahalt spent his career as an analyst of and a
consultant to the petroleum industry, and previously served as a director
or executive officer of several energy companies and an oil and gas
exploration company. Mr. Ahalt received a B.S. degree in
Petroleum Engineering from the University of Pittsburgh.
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Ellsworth
Fund
Helix
Energy
Solutions
Group, Inc.
(an
energy services
company)
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Daniel
D. Harding (2)
– 56
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2007
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Managing
partner of a private investment fund.
Formerly,
Mr. Harding was Senior Adviser with Harding Loevner Management LP
(investment advisory firm) (2003-2008).
Mr.
Harding received his undergraduate degree from Colgate
University.
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Ellsworth
Fund
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(1) Term as trustee
will expire in 2010.
(2) Term as trustee
will expire in 2011.
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Name and
Age
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Trustee
Since
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Principal
Occupation(s)
During
Past 5 Years and Other
Business
Experience
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Other Trusteeship(s)
Held
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Nicolas
W. Platt (1)
– 55
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1997
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Managing
Director, Rodman & Renshaw, LLC (investment banking firm) (since
2006).
Formerly:
President, CNC-US (international consulting company) (January 2003 to
August 2006); Senior Partner of Platt & Rickenbach (financial
relations firm) (May 2001 to January 2003). Mr. Platt received
a B.A. degree from Skidmore College and an M.A. degree in Economics from
Columbia University.
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Ellsworth
Fund
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Continuing
Trustees Who are Interested Persons
Thomas
H. Dinsmore (2)(3)
–
55
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1985
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Chairman
and Chief Executive Officer of the Trust, Ellsworth Fund and Dinsmore
Capital (registered investment adviser) (since 1996).
Mr. Dinsmore
is a Chartered Financial Analyst. Mr. Dinsmore is President of
the Closed-End Fund Association. Mr. Dinsmore received a
B.S. degree in Economics from the Wharton School of Business at the
University of Pennsylvania, and an M.A. degree in Economics
from Fairleigh Dickinson University.
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Ellsworth
Fund
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Jane
D. O’Keeffe (1)
(3) – 53
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1995
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President
of the Trust, Ellsworth Fund and Dinsmore Capital
(investment adviser to the Trust and Ellsworth Fund) (since
1996). Ms. O’Keeffe received a B.A. degree from the
University of New Hampshire and attended the Lubin Graduate School of Pace
University.
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Ellsworth
Fund
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(1)
Term as trustee will expire in 2010.
(2)
Term as trustee will expire in 2011.
(3) Mr.
Dinsmore and Ms. O’Keeffe are interested persons (within the meaning of
the Investment Company Act) of the Trust and
Dinsmore Capital because they are officers of the Trust and an officer,
director and holder of more than 5% of the outstanding
shares of voting common stock of Dinsmore
Capital.
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Certain
Relationships
Thomas H.
Dinsmore and Jane D. O’Keeffe are brother and sister.
Committees
of the Board of Trustees
The Board
has three committees: An Audit committee; a Governance Committee; and a Pricing
Committee.
Audit
Committee
The Trust
has an Audit Committee that is separately designated and established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). The Audit Committee is comprised entirely
of independent trustees (Mr. Bizzell, Dr. Bogan and Mr. Harding, with
Dr. Bogan serving as Chairperson). All such members are
independent as such term is defined by the American Stock Exchange’s Company
Guide.
In
accordance with its charter, the Audit Committee oversees the Trust’s accounting
and financial reporting policies and practices, as well as the quality and
objectivity of the Trust’s financial statements and the independent audit of the
financial statements. Among other duties, the Committee is
responsible for: (i) the appointment, compensation, retention and
oversight of any independent registered public accountants employed by the Trust
(including monitoring the independence qualifications and performance of such
accountants and resolution of disagreements between the Trust’s management and
the accountants regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services;
(ii) overseeing the accounting and financial reporting process of the Trust;
(iii) monitoring management’s preparation of financial statements of the Trust
to promote accuracy and integrity of such financial statements and asset
valuation; (iv) assisting the Board in its oversight of the Trust’s compliance
with legal and regulatory requirements that relate to the Trust’s accounting and
financial reporting, internal control over financial reporting and independent
audits; (v) pre-approving all permissible audit and non-audit services provided
to the Trust by its independent accountants, to the extent required by Section
10A of the Exchange Act; (vi) pre-approving, in accordance with Item
2.01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the
Trust’s independent registered public accountants to the Trust’s investment
adviser and certain other affiliated entities if the Trust’s independent
registered public accountants are the same as, or affiliated with, the
investment adviser’s or affiliated entities’ accountants; and (vii) to the
extent required by Regulation 14A under the Exchange Act, preparing an audit
committee report for inclusion in the Trust’s annual proxy
statement.
A current
copy of the Charter of the Audit Committee is available at the Trust’s website
at www.bancroftfund.com/BCVcorp.htm.
Audit
Committee Report
The Audit
Committee reviewed and discussed the Trust’s audited financial statements with
its independent registered public accountants, Tait, Weller & Baker LLP
(Tait Weller). These discussions included the accountant’s judgments
about the quality, not just acceptability, of the Trust’s accounting principles
as applied in its financial reporting. Tait Weller, the Audit
Committee, and management also discussed matters such as the clarity,
consistency and completeness of the accounting policies and disclosures, with a
particular focus on critical accounting policies.
The Audit
Committee has received written disclosures and a letter from Tait Weller
required by the Public Company Accounting Oversight Board disclosing all
relationships between Tait Weller and its related entities and the
Trust. The Audit Committee discussed with Tait Weller its
independence as the Trust’s independent registered public
accountants. In addition, the Audit Committee has considered whether
the provision by Tait Weller of non-audit services to the Trust and to Ellsworth
Fund is compatible with the continuing independence of Tait
Weller. The Audit Committee also reviewed and discussed the Trust’s
audited financial statements with management.
Based on
the review and discussions described above, the Audit Committee has recommended
to the Board that the audited financial statements be included in the Trust’s
annual report to shareholders for the fiscal year ended October 31, 2008 for
filing with the U.S. Securities and Exchange Commission (SEC).
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Elizabeth
C. Bogan, Ph.D., Chairperson
Kinchen
C. Bizzell
Daniel
Harding
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Governance
Committee
The
Governance Committee is comprised entirely of independent trustees
(Mr. Ahalt, Dr. Bogan and Mr. Platt, with Mr. Platt serving
as Chairman). In addition, all such members are independent as such
term is defined by the American Stock Exchange’s Company Guide.
In
accordance with its charter, the Committee, among other duties, is responsible
for: (i) nominating persons for election or
appointment: (a) as additions to the Board; (b) to fill
vacancies which, from time to time, may occur on the Board; and (c) for election
by shareholders of the Trust at meetings called for the election of trustees;
(ii) nominating persons for appointment as members of each committee of the
Board, including, without limitation, the Audit Committee, the Governance
Committee, and the Pricing Committee; (iii) reviewing from time to time the
compensation, if any, payable to the trustees and making recommendations to the
Board regarding compensation; (iv) reviewing and evaluating from time to time
the functioning of the Board and the various committees of the Board; (v)
overseeing the selection of independent legal counsel to the independent
trustees; and (vi) monitoring the performance of independent legal counsel
employed by the Trust and the independent trustees.
A current
copy of the Governance Committee’s Charter is available at the Trust’s website
at www.bancroftfund.com/BCVcorp.htm.
Prior to
a meeting of the shareholders of the Trust called for the purpose of electing
trustees, the Governance Committee will nominate one or more persons for
election as trustees at such meeting. The Governance Committee is
also responsible for nominating trustees to fill vacancies resulting from an
increase in the size of the Board or as a result of the resignation, death or
removal of a trustee. The independent trustees are generally
authorized to elect nominees to fill such vacancies.
Evaluation
by the Governance Committee of a person as a potential nominee to serve as a
trustee, including a person nominated by a shareholder, should result in the
following findings by the Governance Committee: (i) upon advice of
independent legal counsel to the independent trustees, that the person will
qualify as an independent trustee (applicable only to the nomination of
independent trustees), and that the person is otherwise not disqualified under
the Investment Company Act or the rules of the American Stock Exchange from
serving as a trustee of the Trust; (ii) with respect to the nomination of
independent trustees only, that the person is free of any material relationship
with the Trust (other than as a shareholder of the Trust), that would interfere
with the exercise of independent judgment; (iii) that the person is willing
to serve, and willing and able to commit the time necessary for the performance
of the duties of a trustee; (iv) that the person can make a positive
contribution to the Board and the Trust, with consideration being given to the
person’s business experience, education and such other factors as the Governance
Committee may consider relevant; (v) that the person is of good character
and high integrity; (vi) that the person has desirable personality traits
including independence, leadership and the ability to work with the other
members of the Board; (vii) that the person is not an American Stock
Exchange employee or floor member; and (viii) that the composition of the
Board is varied as to educational background, business experience and
occupation.
Consistent
with the Investment Company Act, the Governance Committee can consider
recommendations from management in its evaluation process.
The
Governance Committee will consider nominees recommended by a shareholder to
serve as trustee, provided that: (i) such nominating person is a
shareholder of record at the time he or she submits the name of such nominee,
(ii) such person is a shareholder of record at the time of the meeting at which
shareholders are elected, (iii) such person is entitled to vote at the meeting
of shareholders at which trustees will be elected; and (iv) the Governance
Committee shall make the final determination of persons to be
nominated. The Governance Committee will evaluate nominees
recommended by a shareholder to serve as trustees in the same manner as they
evaluate nominees identified by the Governance Committee.
A
shareholder may, at the 2010 annual meeting of shareholders, nominate an
individual for election to the Board at such meeting if the
shareholder: (i) is a shareholder of record at the time of
giving notice to the Trust as described in (iv) below; (ii) is a shareholder of
record at the time of the 2010 Annual Meeting, (iii) is entitled to vote
at the 2010 Annual Meeting; and (iv) has complied with the notice
procedures in the Trust’s bylaws. Such notice procedures require that
a shareholder submit the nomination in writing to the Secretary of the Trust no
earlier than October 16, 2009 but no later than November 16,
2009. The notice must contain all information relating to the nominee
required for proxy solicitations by Regulation 14A under the Exchange Act
(including the individual’s written consent to being named in the proxy
statement as a nominee and to serving as a trustee if elected). The
notice must also contain the shareholder’s name and address as they appear on
the Trust’s books (and the name and address of any beneficial owner, on whose
behalf the nomination is made) and the number of shares of beneficial interest
owned beneficially and of record by such shareholder and beneficial
owner.
Pricing
Committee
The
Pricing Committee is comprised of three members, two of whom are independent
trustees (Mr. Harding and Mr. Platt, with Mr. Platt serving as
Chairman) and one of whom is an interested person
(Mr. Dinsmore). In accordance with its charter, the Committee
assists the Trust’s investment adviser, Dinsmore Capital, in its valuation of
the Trust’s portfolio securities when pricing anomalies arise and the full Board
is not available to assist Dinsmore Capital in making a fair value
determination, and is responsible for the fair value pricing of any securities
held by the Trust as necessary.
Board
and Committee Meeting Attendance
During
the 2008 fiscal year, the Board met 8 times, the Audit Committee met 4 times,
the Governance Committee met 4 times, and the Pricing Committee met 4
times. During the 2008 fiscal year, all trustees attended at least
75% of meetings of the Board and of each Committee on which such trustees
served. The Trust’s policy regarding trustee attendance at annual
meetings of shareholders is that trustees are encouraged but not required to
attend such annual meetings. Each of the Trust’s then current
trustees attended the Trust’s 2008 annual meeting of shareholders.
Shareholder
Communications with the Board of Trustees
The Trust
adopted Shareholder Communication Procedures (the Procedures) that set forth the
process by which shareholders of the Trust may send communications to the
Board. If a shareholder sends a recommendation of a nominee to the
Board or to an individual trustee, such communication would be covered by the
Procedures. Shareholder proposals submitted pursuant to Rule 14a-8
under the Exchange Act, and communications made in connection with such
proposals are not subject to the Procedures. The Trust’s bylaws also
contain provisions requiring a shareholder to provide advance notice of his or
her intention to nominate, at the Trust’s annual meeting of shareholders, an
individual for election as trustee.
Pursuant
to the Procedures, shareholders should send their communications to the Trust’s
Shareholder Relations Group. Communications may be sent by regular
mail or delivery service to the following address: 65 Madison Avenue,
Suite 550, Morristown, NJ 07960. Email communications may be sent to:
[email protected]. All shareholder communications that are
directed to the Board or an individual trustee of the Trust in his or her
capacity as trustee and received by the Shareholder Relations Group shall be
promptly forwarded to the individual trustee of the Trust to whom they were
addressed or to the full Board, as applicable. Copies of all such
shareholder communications will also be distributed to the Chairs of the Trust’s
Audit Committee and Governance Committee, and to counsel for the Trust and for
the independent trustees. Counsel for the Trust and for the
independent trustees, upon receipt of its copy of a shareholder communication,
shall work with such Chairs and counsel for the independent trustees to
determine whether such shareholder communication should be distributed to any
trustees to whom it was not sent and whether and in what manner the trustees
should respond to such shareholder communication. Responses, if any,
to shareholder communications shall be coordinated by counsel for the Trust and
for the independent trustees, working with the Chairs.
Trustees’
Compensation
Mr. Dinsmore
and Ms. O’Keeffe are the only trustees of the Trust who are officers of the
Trust or Dinsmore Capital. Each trustee who is not an officer of the
Trust or Dinsmore Capital currently receives (1) an annual fee of $7,500,
(2) $1,000 plus expenses for each Board meeting attended, (3) $1,000 for each
shareholders’ meeting attended, and (4) $500 for each Committee meeting
attended. The chairperson of each Committee receives an additional
$2,000 annual fee.
The
following table shows the compensation that was paid to the trustees solely by
the Trust as well as by the Fund Complex as a whole (which consists of two
registered investment companies, the Trust and Ellsworth Fund) during the 2008
fiscal year.
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Aggregate
Compensation
From
Trust
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Total
Compensation
From Fund
Complex
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Thomas
H.
Dinsmore
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$
-0-
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$ -0-
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Jane
D.
O’Keeffe
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$
-0-
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$
-0-
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Gordon
F.
Ahalt
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$22,500
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$42,000
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Kinchen
C.
Bizzell
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$ 7,500
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$22,625
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Elizabeth
C. Bogan, Ph.D.
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$25,500
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$48,000
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Daniel
D.
Harding
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$21,000
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$37,625
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Nicolas
W.
Platt
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$27,000
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$51,000
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Security
Ownership of Management
The
Trust’s trustees, nominees for trustee and officers owned the Trust’s shares as
shown on the following table as of December 19, 2008 (officers of the Trust are
identified in the “Additional Information – Executive Officers” section of this
proxy). The address of each such person is c/o the Trust, 65 Madison
Avenue, Morristown, New Jersey 07960.
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Shares
of Trust
Owned Beneficially
*
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Gordon
F.
Ahalt
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1,800
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(1) |
Kinchen
C.
Bizzell
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300
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Elizabeth
C. Bogan,
Ph.D.
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2,911
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Thomas
H.
Dinsmore
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19,388
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(2) |
Daniel
D.
Harding
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1,114
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Jane
D.
O’Keeffe
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14,610
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(3) |
Nicolas
W.
Platt
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250
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H.
Tucker Lake,
Jr.
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453
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(4) |
Gary
I.
Levine
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2,202
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Germaine
M.
Ortiz
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292
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Mercedes
A.
Pierre
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221
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(5) |
_________________________________
* Represents
for each trustee and officer less than 1% of the outstanding shares of the
Trust. As of December 19, 2008, trustees and officers of the Trust
beneficially owned in the aggregate 43,541 shares of the Trust, representing
approximately 0.8% of the outstanding shares. Except as otherwise
indicated, each trustee and officer possesses sole investment and voting power
with respect to shares beneficially owned.
(1) Mr. Ahalt possesses
shared investment and voting power with his wife.
(2) Includes (i) 3,390 shares
held in trust for the benefit of Mr. Dinsmore’s minor child, (ii) 3,806 shares
which Mr. Dinsmore owned jointly with his wife, and (iii) 4,665 shares owned
solely by his wife, as to which shares Mr. Dinsmore disclaims beneficial
ownership.
(3) Includes (i) 6,910 shares
held in trust for the benefit of Ms. O’Keeffe’s minor children, and (ii) 3,648
shares owned jointly with her husband.
(4) Includes 285 shares owned
by Mr. Lake’s spouse.
(5) Ms. Pierre possesses
shared investment and voting power with her husband.
RATIFICATION
OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Although
not required to do so, the Board seeks your ratification of the Audit
Committee’s appointment of Tait Weller as the Trust’s independent registered
public accountants for the 2009 fiscal year. The Board believes that
the shareholders should have the opportunity to vote on this
matter. If the appointment is not ratified, the Audit Committee will
meet to select new independent registered public accountants for the Trust’s
2009 fiscal year. We do not expect that a representative from Tait
Weller will be present at the Annual Meeting. However, should a Tait
Weller representative choose to attend, he or she will have an opportunity to
make a statement and to respond to appropriate questions.
Fees
Billed by Tait Weller Related to the Trust
Set forth
in the table below are the aggregate fees billed to the Trust by Tait Weller for
services rendered to the Trust during the Trust’s last two fiscal years ended
October 31, 2007 and October 31, 2008.
Fiscal
Year Ended
October
31
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Audit
Fees
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Audit-Related Fees (1)
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Tax Fees (2)
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All Other
Fees
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2007
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$32,000
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$0
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$2,700
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$0
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2008
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$33,500
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$0
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$2,800
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$0
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Tait
Weller billed the Trust aggregate non-audit fees of $2,800 for the fiscal year
ended 2008, and $2,700 for the fiscal year ended 2007, for non-audit services
rendered to the Trust.
(1)
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The
Trust’s Audit Committee pre-approves all Audit-Related Fees, with
exceptions. For the Trust’s last two fiscal years ended September 30, 2008
and 2007, no Audit-Related Fees were approved by the Trust’s Audit
Committee pursuant to section 2.01(c)(7)(i)(C) of Regulation S-X, which
waives the pre-approval requirement for certain de minimus
fees.
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(2)
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“Tax
Fees” include those fees billed by Tait Weller in connection with their
review of the Trust’s income tax returns for fiscal years 2007 and 2008.
The Trust’s Audit Committee pre-approves all Tax Fees, with exceptions.
For the Trust’s last two fiscal years ended September 30, 2008 and 2007,
no Tax Fees were approved by the Trust’s Audit Committee pursuant to
section 2.01(c)(7)(i)(C) of Regulation S-X, which waives the pre-approval
requirement for certain de minimus
fees.
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Non-Audit
Services Billed to Dinsmore Capital
During
each of the last two fiscal years ended October 31, 2008 and October 31, 2007,
Tait Weller did not provide any non-audit services to Dinsmore Capital or its
affiliates or otherwise bill Dinsmore Capital or its affiliates for any
non-audit services.
Audit
Committee Pre-Approval Policies and Procedures
The Audit
Committee pre-approves all audit and permissible non-audit services that are
proposed to be provided to the Trust by its independent registered public
accountants before they are provided to the Trust. Such pre-approval
also includes the proposed fees to be charged by the independent registered
public accountants for such services. The Audit Committee may
delegate the pre-approval of audit and permissible non-audit services and
related fees to one or more members of the Audit Committee who are
“independent,” as such term is defined in Rule 10A-3(b)(1)(iii) under the
Exchange Act. Any such member’s decision to pre-approve audit and/or
non-audit services and related fees shall be presented to the full Audit
Committee, solely for informational purposes, at its next scheduled
meeting.
The Audit
Committee also pre-approves non-audit services to be provided by the Trust’s
independent registered public accountants to the Trust’s investment adviser if
the engagement relates directly to the operations and financial reporting of the
Trust and if the Trust’s independent registered public accountants are the same
as, or affiliated with, the investment adviser’s registered public
accountants.
Required
Vote
The
affirmative vote of the majority of votes cast is needed to approve the
ratification of the Audit Committee’s appointment of the independent registered
public accountants. Abstentions will not count as votes cast and will
have no effect on the outcome of this proposal. We expect that
brokers will be entitled to vote on this proposal, but any broker non-vote will
have no effect on the outcome of this proposal.
The
Board recommends that you vote FOR Proposal 2.
ADDITIONAL
INFORMATION ON VOTING
Voting
by Proxy
Whether
you plan to attend the Annual Meeting or not, we urge you to complete, sign and
date the enclosed proxy card and to return it promptly in the envelope
provided. If you are the record owner of your shares on the books of
the Trust’s transfer agent, then you may also submit your proxy vote by
telephone or via the Internet, by following the instructions accompanying this
Proxy Statement. If your broker holds your shares in its name, you
may submit your proxy vote by any other means specified in the instructions that
accompany this Proxy Statement. Returning the proxy card or using any
of the available alternative proxy voting methods will not affect your right to
attend the Annual Meeting and vote.
If you
properly fill in your proxy card and send it to us in time to vote or use any of
the available alternative proxy voting methods, your “proxy” (one of the
individuals named on your proxy card) will vote your shares as you have
directed. If you sign the proxy card or use any of the available
alternative proxy voting methods but do not make specific choices, your proxy
will vote your shares as recommended by the Board as follows and in accordance
with management’s recommendation on other matters:
·
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FOR the election of all
nominees for trustees.
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·
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FOR ratification of the
appointment of the independent registered public accountants for
2009.
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Your
proxy will also have authority to vote and act on your behalf at any adjournment
of the meeting.
If you
authorize a proxy to vote for you, you may revoke the authorization at any time
before it is exercised. You can do this in one of four
ways:
·
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You
may send in another proxy with a later
date.
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·
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If
you submitted a proxy by telephone, via the Internet or via an alternative
method of voting permitted by your broker, you may submit another proxy by
telephone, via the Internet, or via such alternative method of voting, or
send in another proxy with a later
date.
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·
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You
may notify the Trust’s Secretary in writing before the Annual Meeting that
you have revoked your proxy.
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·
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You
may vote in person at the Annual Meeting if you were the record owner of
your shares on the record date.
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Voting
in Person
If you do
attend the Annual Meeting, were the record owner of your shares on the record
date, and wish to vote in person, we will give you a ballot when you
arrive. However, if
your shares were held in the name of your broker, bank or other nominee on the
record date, you must bring a letter from the nominee indicating that you were
the beneficial owner of the shares on December 19, 2008, the record date
for voting, and authorizing you to vote. The letter must also state
whether you authorized a proxy to vote for you before the Annual Meeting and, if
so, how you instructed such proxy to vote.
Quorum
Requirement
A quorum
of shareholders is necessary to hold a valid meeting. A quorum will
exist if shareholders entitled to vote a majority of all shares outstanding on
the record date are present in person or by proxy. Broker non-votes,
if any, and abstentions will count as present for establishing a
quorum.
Adjournments
If a
quorum is not present at the Annual Meeting or a quorum is present but
sufficient votes to approve a proposal are not received, the persons named as
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies. Any such adjournment will require
the affirmative vote of a majority of the votes cast at the Annual Meeting in
person or by proxy. The persons named as proxies will vote those
proxies they are entitled to vote “for” a proposal in favor of such an
adjournment and will vote those proxies required to be voted “against” such
proposal against such an adjournment. A shareholder vote may be taken
on a proposal in this Proxy Statement prior to any such adjournment if
sufficient votes have been received and it is otherwise
appropriate.
ADDITIONAL
INFORMATION
Investment
Adviser
Dinsmore
Capital Management Co., 65 Madison Avenue, Morristown, New Jersey 07960, is the
Trust’s investment adviser.
Executive
Officers
The
Trust’s executive officers are elected by the Board, receive no compensation
from the Trust and hold office until the meeting of the Board following the next
annual meeting of shareholders and until his or her successor shall have been
duly elected and qualified, or until his or her earlier death, resignation or
removal. Information about these officers is presented
below.
Name,
Age and
Position(s)
Held with the Trust
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Principal
Occupation(s) During Past 5 Years
and
Business Experience
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Thomas
H. Dinsmore – 55
Trustee,
Chairman and
Chief
Executive Officer
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1984
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Information
about Mr. Dinsmore is presented earlier in this proxy statement under
(“Proposal 1, Election of Trustees – Information About the Trust’s Other
Trustees - Continuing Trustees Who are Interested
Persons.”)
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Jane
D. O’Keeffe – 53
Trustee
and President
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1994
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Information
about Ms. O’Keeffe is presented earlier in this proxy statement under
(“Proposal 1, Election of Trustees – Information About the Trust’s Other
Trustees – Continuing Trustees Who are Interested
Persons.”)
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H.
Tucker Lake, Jr. – 61
Vice
President
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1994
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Vice
President of the Trust, Ellsworth Fund (since 2002) and Dinsmore Capital
(since 1997).
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Gary
I. Levine – 51
Executive
Vice President,
Chief
Financial Officer and Secretary
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1986
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Executive
Vice President and Chief Financial Officer of the Trust, Ellsworth Fund
and Dinsmore Capital (since April 2004); Secretary of the Trust, Ellsworth
Fund and Dinsmore Capital (since November 2003); Treasurer of Dinsmore
Capital (since 1997).
Formerly: Vice
President of the Trust, Ellsworth Fund and Dinsmore Capital (January 2002
– April 2004); Treasurer of the Trust and Ellsworth Fund (April 1993 –
April 2004).
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Germaine
M. Ortiz – 39
Vice
President
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1996
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Vice
President of the Trust, Ellsworth Fund and Dinsmore Capital (since
1999).
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Mercedes
A. Pierre – 47
Vice
President and
Chief
Compliance Officer
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1998
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Vice
President of the Trust and Ellsworth Fund (since April 2004); Chief
Compliance Officer of the Trust and Ellsworth Fund (since July 2004); and
Vice President and Chief Compliance Officer of Dinsmore Capital (since
2004).
Formerly: Assistant
Treasurer of the Trust and Ellsworth Fund (January 1998 - February
2005).
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Certain
Relationships
H. Tucker
Lake, Jr. is the first cousin of Thomas H. Dinsmore and Jane D.
O’Keeffe.
Gary
Levine’s wife is Germaine Ortiz’s first cousin.
Dollar
Range of Securities Held by Trustees and Nominees
Set forth
below is the dollar range of equity securities beneficially owned (1) in
both the Trust and Fund Complex by each trustee and each nominee for election as
a trustee of the Trust as of December 19, 2008.(2)
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Dollar
Range of
Equity
Securities
in the Trust
(3)
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Aggregate
Dollar Range
of
Equity Securities in
All
Funds Overseen by
the
Trustee or Nominee
in
Fund Complex (4)
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Gordon
F. Ahalt
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$10,001-$50,000
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$10,001-$50,000
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Kinchen
C. Bizzell
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$1-$10,000
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$1-$10,000
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Elizabeth
C. Bogan, Ph.D.
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$10,001-$50,000
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over
$100,000
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Thomas
H. Dinsmore
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over
$100,000
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over
$100,000
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Daniel
D. Harding.
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$10,001-$50,000
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$50,001-$100,000
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Jane
D. O’Keeffe
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over
$100,000
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over
$100,000
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Nicolas
W. Platt
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$1-10,000
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$1-10,000
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(1)
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Beneficial
ownership has been determined based upon the trustee’s or nominee’s direct
or indirect pecuniary interest in the equity
securities.
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(2)
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The
dollar ranges are: $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over
$100,000.
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(3)
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The
dollar range of equity securities owned in the Trust is based on the
closing price of $10.19 on December 19, 2008 on the American Stock
Exchange.
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(4)
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The
dollar range of equity securities owned in the Fund Complex is based on
the closing price of $10.19 for the Trust and $4.55 for Ellsworth Fund on
December 19, 2008 on the American Stock
Exchange.
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Proxy
Solicitation
The Trust
expects to solicit proxies principally by mail. The Trust will pay
the cost of soliciting proxies and may reimburse third parties for their
expenses in forwarding solicitation materials to the beneficial owners of the
Trust’s shares. Officers of the Trust may also solicit proxies by
telephone, facsimile, the Internet or personal interview, and will not receive
any additional compensation for such solicitation.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act, Section 30(h) of the Investment Company Act, and
the regulations of the SEC thereunder, require the Trust’s officers and trustees
and direct or indirect beneficial owners of more than 10% of the Trust’s shares,
as well as Dinsmore Capital, its directors and officers and certain of its other
affiliated persons (collectively, Reporting Persons), to file initial reports of
ownership and changes in ownership with the SEC. Reporting Persons
are required to furnish the Trust with copies of all Section 16(a) forms they
file.
Based
solely on its review of the copies of such forms received by it and written
representations, the Trust believes that all filing requirements applicable to
the Reporting Persons have been complied with during the fiscal year ended
October 31, 2008.
Shareholder
Proposals
If you
want us to consider including a shareholder proposal in the Trust’s proxy
statement for the 2010 annual meeting of shareholders, we must receive it from
you no later than August 31, 2009. To be eligible to submit a
proposal, you must demonstrate satisfaction of the requirements for making
shareholder proposals set forth in the proxy rules promulgated by the
SEC.
A
shareholder may bring other business before the 2010 Annual Meeting of
shareholders if: (1) the shareholder is a shareholder of record at the time of
giving notice to the Trust; (2) the shareholder is entitled to vote at the
2010 Annual Meeting; (3) the shareholder has complied with the notice procedures
in the Trust’s bylaws; and (4) such other business is otherwise a proper matter
for action by shareholders. The notice procedures require that a
shareholder submit the proposal in writing to the Secretary of the Trust no
earlier than October 16, 2009 but no later than November 16,
2009. The notice must include a brief description of the business
desired to be brought before the 2010 Annual Meeting, the reasons for conducting
such business at the 2010 Annual Meeting, and any material interest the
shareholder and any beneficial owners on whose behalf the proposal is made may
have in such business. The notice must also include the shareholder’s
name and address as they appear on the Trust’s books (and the name and address
of any beneficial owner on whose behalf the proposal is made), as well as the
number of shares owned of record and beneficially by such shareholder and
beneficial owner.
Householding
of Proxy Materials
Certain
shareholders who share the same address may receive only one copy of the Proxy
Statement and the Trust’s annual report to shareholders for the fiscal year
ended October 31, 2008 in accordance with a notice delivered from such
shareholders’ bank, broker or other holder of record, unless the applicable
bank, broker or other holder of record received contrary
instructions. This practice, known as “householding,” is designed to
reduce printing and postage costs. Shareholders who own their shares
through a bank, broker or other holder of record who wish either to discontinue
or commence householding, or wish to receive a separate copy of the Proxy
Statement or the Trust’s annual report to shareholders for the fiscal year ended
October 31, 2008, may do so by contacting their bank, broker or other holder of
record at the telephone number or address provided in the above referenced
notice. Shareholders who are requesting to commence or
discontinue householding should provide their name, the name of their broker,
bank or other record holder and their account information.
|
By
order of the Board of Trustees,
/s/ THOMAS
H. DINSMORE
Thomas
H. Dinsmore
Chairman
of the Board of Trustees
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|
December
29, 2008
ANNUAL
MEETING OF SHAREHOLDERS OF
BANCROFT
FUND LTD.
February
13, 2009
Please
sign, date and mail
your
proxy
card in the
envelope
provided as soon
as
possible.
Please detach along perforated line and mail in
the envelope provided
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x
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1.
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Election
as trustees of all nominees listed below for the terms specified in the
proxy statement.
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FOR
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AGAINST
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ABSTAIN
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NOMINEES: |
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2.
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Proposal
to ratify selection of
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o
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o
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o
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FOR
ALL NOMINEES
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m
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Kinchen
C. Bizzell
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accountants
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m |
Dr.
Elizabeth C. Bogan, Ph.D.
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WITHHOLD
AUTHORITY
FOR ALL NOMINEES
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YOUR
VOTE IS IMPORTANT TO US. PLEASE FILL IN, DATE AND SIGN YOUR PROXY AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR YOUR
CONVENIENCE.
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FOR
ALL EXCEPT
(See instructions below)
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INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL
EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: ●
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To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
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Signature
of Shareholder ____________________________ Date ___________
Signature
of Shareholder ____________________________ Date
___________
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NOTE: Please sign as
name appears hereon. Joint owners each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such.
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BANCROFT FUND
LTD.
Annual
Meeting to be held February 13, 2009
This
Proxy is being solicited on behalf of the Board of Trustees
The
undersigned hereby appoints Thomas H. Dinsmore, Gary I. Levine, and Jane
D. O’Keeffe, and any one of them separately, attorneys and proxies, with
power of substitution in each, to vote and act on behalf of the
undersigned at the annual meeting of shareholders of Bancroft Fund
Ltd. (the “Trust”) at the offices of the Company, 65 Madison Avenue, Suite
550, Morristown, New Jersey 07960 on February 13, 2009 at 11 a.m., and at
all adjournments or postponements thereof, according to the number of
beneficial shares which the undersigned could vote if present, upon such
subjects as may properly come before the meeting, all as set forth in the
notice of the meeting and the proxy statement furnished therewith. Unless otherwise marked on the
reverse hereof, this proxy is given WITH authority to vote FOR the
trustees listed, and FOR the proposal to ratify the Audit Committee’s
selection of accountants.
PLEASE
FILL IN, DATE AND SIGN THE PROXY ON THE OTHER SIDE
AND
RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE
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