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
14, 2018
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 14, 2018, at 8:00 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 four (4) Trustees of
the Fund, three (3) Trustees 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 one (1) Trustee to be elected
by the holders of the Fund’s Preferred Shares, voting as a separate 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 16, 2018, 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 4, 2018
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 14, 2018
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 14, 2018, at 8:00 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 4, 2018.
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, 2017, 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 16, 2018, 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 5,288,906 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.
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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UBS Group AG
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Common
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318,831 (beneficial)
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6.0%
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Bahnhofstrasse 45
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P.O. Box CH-8021
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Zurich, Switzerland
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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
Proposal
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Common Shareholders
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Preferred Shareholders
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Election of Trustees
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Common and Preferred Shareholders,
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Common and Preferred Shareholders,
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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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Mario J. Gabelli,
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Mario J. Gabelli,
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Daniel D. Harding, and
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Daniel D. Harding, and
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Nicolas W. Platt
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Nicolas W. Platt
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Preferred Shareholders, voting as a separate class, vote to elect one Trustee: Kuni Nakamura
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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 FOUR (4) 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. Mario J. Gabelli, Daniel D. Harding, Nicolas W. Platt, and Kuni Nakamura
have each been nominated by the Board for election to serve a three year term to expire at the Fund’s 2021 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 2021 Annual Meeting of Shareholders
Mario J. Gabelli
Daniel D. Harding
Nicolas W. Platt
Kuni Nakamura
Trustees Serving Until 2020 Annual Meeting of Shareholders
Kinchen C. Bizzell
James P. Conn
Frank J. Fahrenkopf, Jr.
Michael J. Melarkey
Trustees Serving Until 2019 Annual Meeting of Shareholders
Jane D. O’Keeffe
Elizabeth C. Bogan
Anthonie C. van Ekris
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. Mr. Melarkey’s term as a Trustee is scheduled
to expire at the Fund’s 2020 Annual Meeting of Shareholders. Therefore, he is not standing for election at this Meeting.
A quorum of the Preferred Shareholders must be present in person or by proxy at the Meeting in order for the proposal to elect
Mr. Nakamura to be considered.
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”), four 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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Term of
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Number of
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Office and
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Portfolios in
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Name, Position(s),
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Length of
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Other Directorships
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Fund Complex
(3)
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Address
(1)
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Time
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Principal Occupation(s)
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Held by Trustee
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Overseen
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and Age
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Served
(2)
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During Past Five Years
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During Past Five Years
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by Trustee
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INTERESTED TRUSTEES/NOMINEES
(4)
:
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Mario J. Gabelli
Chairman
Age: 75
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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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32
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Jane D. O’Keeffe
President and Trustee
Age: 62
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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: 63
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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: 73
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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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3
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James P. Conn
Trustee
Age: 80
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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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27
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Frank J. Fahrenkopf, Jr.
(6)
Trustee
Age: 78
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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); Eldorado Resorts, Inc. (casino entertainment company)
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12
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Term of
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Number of
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Office and
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Portfolios in
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Name, Position(s),
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Length of
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Other Directorships
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Fund Complex
(3)
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Address
(1)
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Time
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Principal Occupation(s)
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Held by Trustee
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Overseen
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and Age
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Served
(2)
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During Past Five Years
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During Past Five Years
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by Trustee
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Daniel D. Harding
Trustee
Age: 65
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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); Director of Legg Mason Investment Counsel, LLC and Chair of Investment Committee (2010-2012)
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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: 67
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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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24
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Kuni Nakamura
(6)(7)
Trustee
Age: 49
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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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33
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Nicolas W. Platt
Trustee
Age: 64
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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: 83
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Since 2015***
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Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/export company)
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—
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22
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OFFICERS:
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Name, Position(s)
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Term of Office
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Address
(1)
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and Length of
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Principal Occupation(s)
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and Age
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Time Served
(8)
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During Past Five Years
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John C. Ball
Treasurer and Principal Financial and Accounting Officer
Age: 42
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Since 2017
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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: 59
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Since 2015
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Officer of all registered investment companies within the Gabelli/GAMCO/Teton 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: 45
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Since 2015
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Vice President of GAMCO Investors, since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of all closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013
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Richard J. Walz
Chief Compliance Officer
Age: 58
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Since 2015
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Chief Compliance Officer of all of the registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013
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Laurissa M. Martire
Vice President and Ombudsman
Age: 41
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Since 2015
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Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Vice President (since 2016) and Assistant Vice President (2003-2016) of GAMCO Investors, Inc.
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(1)
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Address:
One Corporate Center, Rye, NY 10580-1422.
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(2)
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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)
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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.
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(4)
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“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)
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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, 2017.
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(6)
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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.
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(7)
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Trustees/Nominees elected solely by holders of the Fund’s Preferred Shares.
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(8)
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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.
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*
|
Nominee to serve, if elected, until the Fund’s 2021
Annual Meeting of Shareholders or 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.
|
|
***
|
Term continues until the Fund’s 2019 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 a 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 a 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. Mr. Harding 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 currently 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. Mr. Nakamura serves on the Board of Trustees of Mercy College in Dobbs
Ferry, NY. He chairs the Endowment Management Committee and is a member of the Audit Committee. He is also 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 (“NYSE American”) 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 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 inter national 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
|
|
E
|
Daniel D. Harding
|
|
C
|
|
E
|
Michael J. Melarkey
|
|
C
|
|
E
|
Kuni Nakamura
|
|
D
|
|
E
|
Nicolas W. Platt
|
|
B
|
|
D
|
Anthonie C. van Ekris
|
|
D
|
|
E
|
*
|
Key to Dollar Ranges
|
|
A. None
|
|
B. $1–$10,000
|
|
C. $10,001–$50,000
|
|
D. $50,001–$100,000
|
|
E. Over $100,000
|
All shares were valued as of December 31,
2017.
|
(1)
|
This information has been furnished by each Trustee and nominee for election as Trustee as of December 31, 2017. “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
|
|
241,413
(3)
|
|
4.6%
|
Jane D. O’Keeffe
|
|
9,761
|
|
*
|
|
|
|
|
|
INDEPENDENT
TRUSTEES/NOMINEES:
|
|
|
|
|
Kinchen C. Bizzell
|
|
3,365
|
|
*
|
Elizabeth C. Bogan
|
|
3,516
|
|
*
|
James P. Conn
|
|
1,000
|
|
*
|
Frank J. Fahrenkopf, Jr.
|
|
0
|
|
*
|
Daniel D. Harding
|
|
1,399
|
|
*
|
Michael J. Melarkey
|
|
1,237
|
|
*
|
Kuni Nakamura
|
|
3,226
(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, 2017. “Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act.
|
|
(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 5.1% of the total Common
Shares and none of the Preferred Shares outstanding.
|
|
(3)
|
Includes 184,967 Common Shares owned directly by Mr. Gabelli and 56,446 Common Shares owned by GAMCO Investors, Inc. or its
affiliates.
|
|
(4)
|
Includes 598 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 Owner and
|
|
|
|
|
Name of Independent
|
Relationships to
|
|
|
Value of
|
Percent of
|
Trustee/Nominee
|
Trustee/Nominee
|
Company
|
Title of Class
|
Interests
(1)
|
Class
(2)
|
|
|
|
|
|
|
|
|
Frank J. Fahrenkopf, Jr.
|
Same
|
Gabelli Associates Limited II E
|
Membership Interests
|
$
|
1,218,261
|
|
1.08%
|
Kuni Nakamura
|
Same
|
The LGL Group, Inc.
|
Common Stock
|
$
|
9,752
|
|
*
|
Kuni Nakamura
|
Same
|
The LGL Group, Inc.
|
Warrants
|
$
|
5
|
|
*
|
Michael J. Melarkey
|
Same
|
Gemini Global Partners, L.P.
|
Limited Partner Interests
|
$
|
675,466
|
|
6.38%
|
Michael J. Melarkey
|
Same
|
Morgan Group Holdings, Inc.
|
Common Stock
|
$
|
520
|
|
*
|
Michael J. Melarkey
|
Same
|
ICTC Group Inc.
|
Common Stock
|
$
|
47,320
|
|
*
|
Michael J. Melarkey
|
Same
|
The LGL Group, Inc.
|
Common Stock
|
$
|
70,976
|
|
*
|
Anthonie C. van Ekris
|
Same
|
LICT Corp.
|
Common Stock
|
$
|
279,600
|
|
*
|
Anthonie C. van Ekris
|
Same
|
The LGL Group, Inc.
|
Common Stock
|
$
|
12,358
|
|
*
|
Anthonie C. van Ekris
|
Same
|
The LGL Group, Inc.
|
Warrants
|
$
|
5
|
|
*
|
Anthonie C. van Ekris
|
Same
|
CIBL, Inc
|
Common Stock
|
$
|
34,800
|
|
*
|
Anthonie C. van Ekris
|
Same
|
ICTC Group, Inc
|
Common Stock
|
$
|
140
|
|
*
|
Anthonie C. van Ekris
|
Same
|
Morgan Group Holdings, Inc
|
Common Stock
|
$
|
240
|
|
*
|
(1) This information has
been furnished as of December 31, 2017.
(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, 2017, amounted to $124,500.
During the fiscal year ended October 31, 2017, 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 16, 2017. 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, 2018, 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 21, 2017, the Audit Committee reviewed and discussed with management of the Fund and Tait
Weller & Baker LLP (“Tait Weller”) the Fund’s independent public accountant for the fiscal year ended October
31, 2017, the audited financial statements of the Fund as of and for the fiscal year ended October 31, 2017, and the conduct of
the audit of such financial statements.
In addition, the Audit Committee
discussed with Tait Weller the accounting principles applied by the Fund and such other matters brought to the attention of the
Audit Committee by Tait Weller as required by current standards issued by the Public Company Accounting Oversight Board (United
States) (“PCAOB”). The Audit Committee also received from Tait Weller the written disclosures and statements required
by the SEC’s independence rules, delineating relationships between Tait Weller and the Fund, and discussed the impact that
any such relationships might have on the objectivity and independence of Tait Weller 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. Further more, 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 Tait Weller, 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, 2017.
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 21, 2017
The Audit Committee met
two times during the fiscal year ended October 31, 2017. 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, 2017. 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, except Ms. O’Keeffe, to attend the Meeting. No Trustee or nominee for election
as Trustee attended the Fund’s annual meeting of shareholders held on May 15, 2017, with the exception of Ms. O’Keeffe.
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, 2017, and by the Fund Complex for the calendar year ended December 31, 2017.
COMPENSATION TABLE
|
Aggregate
|
Aggregate Compensation from
|
|
Compensation from
|
the Fund and Fund Complex
|
Name of Person and Position
|
the Fund*
|
Paid to Trustees**
|
|
|
|
|
|
|
|
INTERESTED
TRUSTEES:
|
|
|
|
|
|
|
Mario J. Gabelli
|
$
|
0
|
|
$
|
0
|
(0)
|
|
Chairman
|
|
|
|
|
|
|
Jane D. O’Keeffe
|
$
|
0
|
|
$
|
0
|
(0)
|
|
Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEPENDENT
TRUSTEES/NOMINEES:
|
|
|
|
|
|
|
Kinchen C. Bizzell
|
$
|
14,000
|
|
$
|
27,000
|
(2)
|
|
Trustee
|
|
|
|
|
|
|
Elizabeth C. Bogan
|
$
|
14,000
|
|
$
|
28,500
|
(3)
|
|
Trustee
|
|
|
|
|
|
|
James P. Conn
|
$
|
13,500
|
|
$
|
268,333
|
(27)
|
|
Trustee
|
|
|
|
|
|
|
Frank J. Fahrenkopf, Jr.
|
$
|
13,000
|
|
$
|
169,000
|
(12)
|
|
Trustee
|
|
|
|
|
|
|
Daniel D. Harding
|
$
|
15,500
|
|
$
|
38,000
|
(3)
|
|
Trustee
|
|
|
|
|
|
|
Michael J. Melarkey
|
$
|
15,000
|
|
$
|
156,833
|
(23)
|
|
Trustee
|
|
|
|
|
|
|
Kuni Nakamura
|
$
|
14,000
|
|
$
|
279,333
|
(33)
|
|
Trustee
|
|
|
|
|
|
|
Nicolas W. Platt
|
$
|
13,000
|
|
$
|
26,000
|
(2)
|
|
Trustee
|
|
|
|
|
|
|
Anthonie C. van Ekris
|
$
|
12,500
|
|
$
|
220,000
|
(22)
|
|
Trustee
|
|
|
|
|
|
|
|
*
|
Represents total compensation paid to such persons by the
Fund during the Fund’s fiscal year ended October 31, 2017.
|
|
**
|
Represents the total compensation paid to such persons during the calendar year ended December 31, 2017, 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.
|
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 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 reports
on the financial statements of the Fund for the fiscal years ended October 31, 2017 and October 31, 2016 did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle.
During the fiscal years
ended October 31, 2017, and October 31, 2016, 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 years
ended October 31, 2017, and October 31, 2016, 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 years
ended October 31, 2017, and October 31, 2016, 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, 2018. 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 years ended October 31, 2016 and 2017, respectively.
Fiscal Year Ended
|
|
Audit
|
|
|
October 31
|
Audit Fees
|
Related Fees
|
Tax Fees*
|
All Other Fees
|
|
|
|
|
|
2016
|
$40,000
|
—
|
$3,700
|
$5,000
|
2017
|
$22,000
|
—
|
$3,000
|
—
|
|
*
|
“Tax Fees” are those fees billed by Tait Weller
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 billed the Fund fees for the fiscal years ended October 31, 2016 and October 31, 2017 were pre-approved by
the Audit Committee. All other fees for the fiscal year ended October 31, 2016 reflected in the table above were for issuance
of a comfort letter in reference to a Form N-2 filing in 2016.
For the fiscal years ended
October 31, 2016 and 2017, Tait Weller has represented to the Fund that it 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 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, 2017, the Fund believes that during that year such
persons complied with all such applicable filing requirements, with the exception of Mr. Nakamura who had one late Form 4 filing
after the reporting period.
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,
2018.
“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 2019 (the “2019 Annual Meeting”) must be received by the Fund for
consideration for inclusion in the Fund’s 2019 proxy statement and 2019 proxy relating to that meeting no later than December
5, 2018. 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 2019 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, 2018 and no later
than January 14, 2019; provided, however, that if the 2019 Annual Meeting is to be held on a date that is earlier than April 19,
2019 or later than June 8, 2019, 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 4, 2018
This Page Was Intentionally Left Blank.
This Page Was Intentionally Left Blank.
This Page Was Intentionally Left Blank.
BCV-PS-2018
PROXY TABULATOR
|
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P.O. BOX 9112
|
To vote by Internet
|
FARMINGDALE, NY 11735
|
|
|
1)
Read the Proxy Statement and have the proxy card below at hand.
|
|
2)
Go to website
www.proxyvote.com
|
|
3)
Follow the instructions provided on the website.
|
|
|
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To vote by Telephone
|
|
|
|
1)
Read the Proxy Statement and have the proxy card below at hand.
|
|
2)
Call
1-800-690-6903
|
|
3)
Follow the instructions.
|
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To vote by Mail
|
|
|
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1)
Read the Proxy Statement.
|
|
2)
Check the appropriate box on the proxy card below.
|
|
3)
Sign and date the proxy card.
|
|
4)
Return the proxy card in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
E41384-P04043
|
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
|
Election of Trustees The Board of Trustees recommends a vote
FOR
each of the nominees listed.
|
|
For
All
|
Withhold
All
|
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.
|
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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Mario J. Gabelli
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02)
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Daniel D. Harding
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03)
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Nicolas W. Platt
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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 14, 2018, at 8:00 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
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P.O. BOX 9112
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To vote by Internet
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FARMINGDALE, NY 11735
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1)
Read the Proxy Statement and have the proxy card below at hand.
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2)
Go to website
www.proxyvote.com
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3)
Follow the instructions provided on the website.
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To vote by Telephone
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1)
Read the Proxy Statement and have the proxy card below at hand.
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2)
Call
1-800-690-6903
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3)
Follow the instructions.
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To vote by Mail
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1)
Read the Proxy Statement.
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2)
Check the appropriate box on the proxy card below.
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3)
Sign and date the proxy card.
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4)
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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E41386-P04043
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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 four (4) 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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Mario J. Gabelli
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02)
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Daniel D. Harding
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03)
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Nicolas W. Platt
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04)
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Kuni Nakamura
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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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|
|
|
|
|
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|
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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 14, 2018, at 8:00 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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Bancroft Fund, Ltd. (AMEX:BCV.PRA)
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