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Name | Symbol | Market | Type |
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Bancroft Fund Ltd | AMEX:BCV-A | AMEX | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.01 | 0.04% | 22.55 | 22.77 | 22.45 | 22.47 | 4,186 | 21:19:44 |
☒ | | | No fee required | |||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | 2) | | | Aggregate number of securities to which transaction applies: | |
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| | 3) | | | 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) | | | Proposed maximum aggregate value of transaction: | |
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| | 5) | | | Total fee paid: | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | 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. | |||
| | 1) | | | Amount Previously Paid: | |
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| | 2) | | | Form, Schedule or Registration Statement No.: | |
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| | 3) | | | Filing Party: | |
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| | 4) | | | Date Filed: | |
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1. | To elect four (4) Trustees of the Fund to be elected by the holders of the Fund’s common shares and holders of its 5.375% Series A Cumulative Preferred Shares (“Preferred Shares”), voting together as a single class; and |
2. | To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments thereof. |
| | By Order of the Board of Trustees, | |
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| | PETER GOLDSTEIN | |
| | Secretary |
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration. |
3. | 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: |
Name and Address of Beneficial Owner(s) | | | Title of Class | | | Amount of Shares and Nature of Ownership | | | Percent of Class |
Americo Financial Life & Annuity P.O. Box 410288 Kansas City, MO 64141 | | | Preferred | | | 60,000 (beneficial) | | | 5.0% |
Proposal | | | Common Shareholders | | | Preferred Shareholders |
Election of Trustees | | | Common and Preferred Shareholders, voting together as a single class, vote to elect four Trustees: Jane D. O’Keeffe, Elizabeth C. Bogan, Agnes Mullady, and Anthonie C. van Ekris | | | Common and Preferred Shareholders, voting together as a single class, vote to elect four Trustees: Jane D. O’Keeffe, Elizabeth C. Bogan, Agnes Mullady, and Anthonie C. van Ekris |
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Other Business | | | Common and Preferred Shareholders, voting together as a single class |
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Trustee | | | Number of Portfolios in Fund Complex(3) Overseen by Trustee | | |||
INTERESTED TRUSTEES/ | | | | | ||||||||||||
NOMINEES(4): | | | | |||||||||||||
Mario J. Gabelli Chairman Age: 79 | | | Since 2015** | | | 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. | | | Director of Morgan Group Holding Co. (holding company) (2001-2019); 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) (2013-2018) | | | 31(9) | | |||
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Agnes Mullady Trustee Age: 63 | | | Since 2021* | | | Senior Vice President of GAMCO Investors, Inc. (2008 - 2019); Executive Vice President of Associated Capital Group, Inc. (November 2016 - 2019); President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC (2010 - 2019); Vice President of Gabelli Funds, LLC (2006 - 2019); Chief Executive Officer of G.distributors, LLC (2011 - 2019); and an officer of all of the Gabelli/GAMCO/Teton Funds (2006 - 2019) | | | — | | | 12 | | |||
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Jane D. O’Keeffe President and Trustee Age: 66 | | | Since 1995* | | | President of the Fund; Portfolio Manager for Gabelli Funds, LLC (2015-2021); 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) | | | — | | | 1 | | |||
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INDEPENDENT TRUSTEES/NOMINEES(5): | | | | |||||||||||||
Kinchen C. Bizzell Trustee Age: 67 | | | Since 2008*** | | | Managing Director of Drexel Hamilton (securities broker-dealer); Private Investor (2017-2020); 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) | | | — | | | 2 | | |||
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Elizabeth C. Bogan Trustee Age: 78 | | | Since 1990* | | | Senior Lecturer in Economics at Princeton University | | | — | | | 12 | | |||
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James P. Conn Trustee Age: 84 | | | Since 2015*** | | | Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998) | | | — | | | 23 | | |||
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Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Trustee | | | Number of Portfolios in Fund Complex(3) Overseen by Trustee |
Frank J. Fahrenkopf, Jr.(6) Trustee Age: 82 | | | Since 2015*** | | | 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) | | | Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company) | | | 11 |
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Daniel D. Harding Trustee Age: 69 | | | Since 2007** | | | Managing General Partner of the Global Equity Income Fund (private investment fund); Director of Reef Consulting & Investment (private equity firm); former Director of TRC (private asset management); former General Partner of Latitude Capital Partners, LLC (private investment) | | | Atlantic Health Systems; Ocean Reef Community Foundation; and Ocean Reef Medical Center Foundation | | | 3 |
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Michael J. Melarkey(7) Trustee Age: 72 | | | Since 2015*** | | | Of Counsel in the law firm of McDonald Carano Wilson LLP; Partner in the law firm of Avansino, Melarkey, Knobel, Mulligan &McKenzie (1980-2015) | | | Chairman of Southwest Gas Corporation (natural gas utility) | | | 22 |
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Kuni Nakamura(7) Trustee Age: 53 | | | Since 2015** | | | President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate); Trustee of Long Island University Board of Trustees; Trustee on Fordham Preparatory School Board of Trustees | | | — | | | 35 |
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Nicolas W. Platt Trustee Age: 68 | | | Since 1997** | | | 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) | | | | | 2 | |
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Anthonie C. van Ekris(6) Trustee Age: 87 | | | Since 2015* | | | Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/export company) | | | — | | | 23 |
Name Position(s) Address(1) and Age | | | Term of Office and Length of Time Served(8) | | | Principal Occupation(s) During Past Five Years |
John C. Ball Treasurer and Principal Financial and Accounting Officer Age: 46 | | | Since 2017 | | | Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Chief Executive Officer, G. Distributors, LLC since December 2020 |
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Peter Goldstein Secretary and Vice President Age: 68 | | | Since 2020 | | | General Counsel, GAMCO Investors, Inc. and Chief Legal Officer, Associated Capital Group, Inc. since 2021; General Counsel and Chief Compliance Officer, Buckingham Capital Management, Inc. (2012-2020); Chief Legal Officer and Chief Compliance Officer, The Buckingham Research Group, Inc. (2012-2020) |
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Richard J. Walz Chief Compliance Officer Age: 62 | | | Since 2015 | | | Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013 |
Name Position(s) Address(1) and Age | | | Term of Office and Length of Time Served(8) | | | Principal Occupation(s) During Past Five Years |
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Daniel Plourde Vice President Age: 41 | | | Since 2021 | | | Vice President of registered investment companies within the Gabelli/GAMCO Fund Complex since 2021; Assistant Treasurer of the North American SPDR ETFs and State Street Global Advisors Mutual Funds (2017-2021); Fund Administration at State Street Bank (2009-2017) |
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Laurissa M. Martire Vice President and Ombudsman Age: 45 | | | Since 2015 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2019) and other positions (2003-2019) of GAMCO Investors, Inc. |
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Bethany A. Uhlein Vice President and Ombudsman Age: 31 | | | Since 2019 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex since May 2017; Senior Vice President (since 2021) of GAMCO Investors, Inc. |
(1) | Address: One Corporate Center, Rye, NY 10580-1422. |
(2) | The Fund’s Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. |
(3) | The “Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all the U.S. registered investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers. |
(4) | “Interested person” of the Fund, as defined in the 1940 Act. Mr. Gabelli and Ms. O’Keeffe are each considered to be an “interested person” of the Fund because of their affiliation with the Fund’s Adviser. Ms. Mullady is considered to be an “interested person” of the Fund because of her direct or indirect beneficial interest in the Fund’s Adviser and due to a previous business or professional relationship with the Fund and the Adviser. |
(5) | Trustees who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent” Trustees. None of the Independent Trustees (with the possible exceptions as described in this proxy statement) nor their family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of December 31, 2021. |
(6) | Mr. Fahrenkopf ’s daughter, Leslie F. Foley, serves as a director of other funds in the Gabelli/GAMCO Fund Complex. Mr. van Ekris is an independent director of Gabelli International Ltd., Gabelli Fund LDC, GAMA Capital Opportunities Master Ltd., and GAMCO International SICAV,, all of which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser. |
(7) | Trustee elected solely by holders of the Fund’s Preferred Shares. |
(8) | Includes time served in prior officer positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is duly elected and qualifies. |
(9) | As of December 31, 2021, there are a total of 47 registered investment companies in the Fund Complex. Of the 47 registered investment companies, Mr. Gabelli serves as a director or trustee for 31 funds, sole portfolio manager of 5 funds, and part of the portfolio management team of 15 funds. |
* | Nominee to serve, if elected, until the Fund’s 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualifies. |
** | Term continues until the Fund’s 2024 Annual Meeting of Shareholders and until his successor is duly elected and qualifies. |
*** | Term continues until the Fund’s 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualifies. |
Name of Trustee/Nominee | | | Dollar Range of Equity Securities Held in the Fund*(1) | | | Aggregate Dollar Range of Equity Securities Held in the Family of Investment Companies*(1)(2) |
INTERESTED TRUSTEES/NOMINEES: | ||||||
Mario J. Gabelli | | | E | | | E |
Agnes Mullady | | | A | | | D |
Jane D. O’Keeffe | | | E | | | E |
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INDEPENDENT TRUSTEES/NOMINEES: | ||||||
Kinchen C. Bizzell | | | E | | | E |
Elizabeth C. Bogan | | | E | | | E |
James P. Conn | | | C | | | E |
Frank J. Fahrenkopf, Jr. | | | A | | | D |
Daniel D. Harding | | | D | | | E |
Michael J. Melarkey | | | C | | | E |
Kuni Nakamura | | | E | | | E |
Nicolas W. Platt | | | B | | | C |
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 |
(1) | This information has been furnished by each Trustee and nominee for election as Trustee as of December 31, 2021. “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.” |
Name of Trustee/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INTERESTED TRUSTEES/NOMINEES: | ||||||
Mario J. Gabelli | | | 199,732(3) | | | 3.4% |
Agnes Mullady | | | 0 | | | * |
Jane D. O’Keeffe | | | 20,233 | | | * |
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Name of Trustee/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INDEPENDENT TRUSTEES/NOMINEES: | ||||||
Kinchen C. Bizzell | | | 5,272 | | | * |
Elizabeth C. Bogan | | | 4,801 | | | * |
James P. Conn | | | 1,000 | | | * |
Frank J. Fahrenkopf, Jr. | | | 0 | | | * |
Daniel D. Harding | | | 2,179 | | | * |
Michael J. Melarkey | | | 1,266 | | | * |
Kuni Nakamura | | | 6,088(4) | | | * |
Nicolas W. Platt | | | 250 | | | * |
Anthonie C. van Ekris | | | 2,500(5) | | | * |
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EXECUTIVE OFFICERS: | | | | | ||
John C. Ball | | | 0 | | | * |
Peter Goldstein | | | 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, 2021. “Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Shares unless otherwise noted. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total shares outstanding. The ownership of the Trustees, including nominees for election as Trustee, and executive officers as a group constitutes 4.1% of the total Common Shares and none of the Preferred Shares outstanding. |
(3) | Includes 139,732 Common Shares owned directly by Mr. Gabelli and 60,000 Common Shares owned by GAMCO Investors, Inc. or its affiliates. |
(4) | Includes 1,716 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. |
Name of Independent Trustee/Nominee | | | Name of Owner and Relationships to Trustee/Nominee | | | Company | | | Title of Class | | | Value of Interests(1) | | | Percent of Class(2) |
Frank J. Fahrenkopf, Jr. | | | Same | | | Gabelli Associates Limited II E | | | Membership Interests | | | $1,224,642 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $19,374 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Warrants | | | $1,298 | | | * |
Anthonie C. van Ekris | | | Same | | | LICT Corp. | | | Common Stock | | | $619,224 | | | * |
Anthonie C. van Ekris | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $24,552 | | | * |
Anthonie C. van Ekris | | | Same | | | CIBL, Inc. | | | Common Stock | | | $43,200 | | | * |
Anthonie C. van Ekris | | | Same | | | The LGL Group, Inc. | | | Warrants | | | $1,645 | | | * |
(1) | This information has been furnished as of December 31, 2021. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding. |
Name of Person and Position | | | Aggregate Compensation from the Fund* | | | Aggregate Compensation from the Fund and Fund Complex Paid to Trustees** |
INTERESTED TRUSTEES/NOMINEES: | | | | | ||
Mario J. Gabelli | | | $0 | | | $0 (0) |
Chairman | | | | | ||
Agnes Mullady | | | $6,392 | | | $99,167 (11) |
Trustee | | | | | ||
Jane D. O’Keeffe | | | $0 | | | $0 (0) |
Trustee | | | | | ||
| | | | |||
INDEPENDENT TRUSTEES/NOMINEES: | | | | | ||
Kinchen C. Bizzell | | | $13,500 | | | $27,000 (2) |
Trustee | | | | | ||
Elizabeth C. Bogan | | | $13,250 | | | $132,900 (12) |
Trustee | | | | | ||
James P. Conn | | | $13,795 | | | $281,500 (23) |
Trustee | | | | | ||
Frank J. Fahrenkopf, Jr. | | | $13,056 | | | $163,500 (12) |
Trustee | | | | | ||
Daniel D. Harding | | | $15,250 | | | $37,000 (3) |
Trustee | | | | | ||
Michael J. Melarkey | | | $15,000 | | | $200,445 (22) |
Trustee | | | | | ||
Kuni Nakamura | | | $13,050 | | | $371,550 (35) |
Trustee | | | | | ||
Nicolas W. Platt | | | $13,500 | | | $26,500 (2) |
Trustee | | | | | ||
Anthonie C. van Ekris | | | $12,583 | | | $213,500 (23) |
Trustee | | | | |
* | Represents total compensation paid to such persons by the Fund during the Fund’s fiscal year ended October 31, 2021. |
** | Represents the total compensation paid to such persons during the calendar year ended December 31, 2021, 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. |
Fiscal Year Ended October 31 | | | Audit Fees | | | Audit Related Fees | | | Tax Fees* | | | All Other Fees |
2020 | | | $37,500 | | | — | | | $4,750 | | | $7,500 |
2021 | | | $37,500 | | | — | | | $4,750 | | | — |
* | “Tax Fees” are those fees billed by PricewaterhouseCoopers in connection with tax compliance services, including primarily the review of the Fund’s income tax returns. |
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