Governance Committee

The Governance Committee is comprised entirely of independent trustees (Mr. Ahalt until his retirement, effective December 31, 2009, Dr. Bogan and Mr. Platt, serving as Chairman). In addition, all such members are independent as such term is defined by the NYSE Amex Company Guide.

In accordance with its charter, the Committee, among other duties, is responsible for: (i) nominating persons for election or appointment: (a) as additions to the Board; (b) to fill vacancies which, from time to time, may occur on the Board; and (c) for election by shareholders of the Trust at meetings called for the election of trustees; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, and the Pricing Committee; (iii) reviewing from time to time the compensation, if any, payable to the trustees and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) overseeing the selection of independent legal counsel to the independent trustees; and (vi) monitoring the performance of independent legal counsel employed by the Trust and the independent trustees.

A current copy of the Governance Committee’s Charter is available at the Trust’s website at www.bancroftfund.com/BCVcorp.htm.

Prior to a meeting of the shareholders of the Trust called for the purpose of electing trustees, the Governance Committee will nominate one or more persons for election as trustees at such meeting. The Governance Committee is also responsible for nominating trustees to fill vacancies resulting from an increase in the size of the Board or as a result of the resignation, death or removal of a trustee. The independent trustees are generally authorized to elect nominees to fill such vacancies.

Evaluation by the Governance Committee of a person as a potential nominee to serve as a trustee, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the independent trustees, that the person will qualify as an independent trustee (applicable only to the nomination of independent trustees), and that the person is otherwise not disqualified under the Investment Company Act or the rules of the NYSE Amex from serving as a trustee of the Trust; (ii) with respect to the nomination of independent trustees only, that the person is free of any material relationship with the Trust (other than as a shareholder of the Trust), that would interfere with the exercise of independent judgment; (iii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a trustee; (iv) that the person can make a positive contribution to the Board and the Trust, with consideration being given to the person’s business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board; (vii) that the person is not an employee or floor member of NYSE Amex; and (viii) that the composition of the Board is varied as to educational background, business experience and occupation.

Consistent with the Investment Company Act, the Governance Committee can consider recommendations from management in its evaluation process.

The Governance Committee will consider nominees recommended by a shareholder to serve as trustee, provided that: (i) such nominating person is a shareholder of record at the time he or she submits the name of such nominee, (ii) such person is a shareholder of record at the time of the meeting at which shareholders are elected, (iii) such person is entitled to vote at the meeting of shareholders at which trustees will be elected; and (iv) the Governance Committee shall make the final determination of persons

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to be nominated. The Governance Committee will evaluate nominees recommended by a shareholder to serve as trustees in the same manner as they evaluate nominees identified by the Governance Committee.

A shareholder may, at the 2011 annual meeting of shareholders, nominate an individual for election to the Board at such meeting if the shareholder: (i) is a shareholder of record at the time of giving notice to the Trust as described in (iv) below; (ii) is a shareholder of record at the time of the 2011 Annual Meeting, (iii)  is entitled to vote at the 2011 Annual Meeting; and (iv) has complied with the notice procedures in the Trust’s bylaws. Such notice procedures require that a shareholder submit the nomination in writing to the Secretary of the Trust no earlier than October 11, 2010 but no later than November 10, 2010. The notice must contain all information relating to the nominee required for proxy solicitations by Regulation 14A under the Exchange Act (including the individual’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected). The notice must also contain the shareholder’s name and address as they appear on the Trust’s books (and the name and address of any beneficial owner, on whose behalf the nomination is made) and the number of shares of beneficial interest owned beneficially and of record by such shareholder and beneficial owner.

Pricing Committee

The Pricing Committee is comprised of three members, two of whom are independent trustees (Mr. Harding and Mr. Platt, serving as Chairman) and one of whom is an interested person (Mr. Dinsmore). In accordance with its charter, the Committee assists the Trust’s investment adviser, Dinsmore Capital, in its valuation of the Trust’s portfolio securities when pricing anomalies arise and the full Board is not available to assist Dinsmore Capital in making a fair value determination, and is responsible for the fair value pricing of any securities held by the Trust as necessary.

Board and Committee Meeting Attendance

During the 2009 fiscal year, the Board met 8 times, the Audit Committee met 4 times, the Governance Committee met 3 times, and the Pricing Committee met 6 times. During the 2009 fiscal year, all trustees attended at least 75% of meetings of the Board and of each Committee on which such trustees served. The Trust’s policy regarding trustee attendance at annual meetings of shareholders is that trustees are encouraged but not required to attend such annual meetings. Each of the Trust’s then current trustees attended the Trust’s 2009 annual meeting of shareholders with the exception of Daniel D. Harding.

Shareholder Communications with the Board of Trustees

The Trust adopted Shareholder Communication Procedures (the Procedures) that set forth the process by which shareholders of the Trust may send communications to the Board. If a shareholder sends a recommendation of a nominee to the Board or to an individual trustee, such communication would be covered by the Procedures. Shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, and communications made in connection with such proposals are not subject to the Procedures. The Trust’s bylaws also contain provisions requiring a shareholder to provide advance notice of his or her intention to nominate, at the Trust’s annual meeting of shareholders, an individual for election as trustee.

Pursuant to the Procedures, shareholders should send their communications to the Trust’s Shareholder Relations Group. Communications may be sent by regular mail or delivery service to the following address: 65 Madison Avenue, Suite 550, Morristown, NJ 07960. Email communications may be sent to: info@bancroftfund.com. All shareholder communications that are directed to the Board or an individual trustee of the Trust in his or her capacity as trustee and received by the Shareholder Relations Group shall be promptly forwarded to the individual trustee of the Trust to whom they were addressed or

 

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to the full Board, as applicable. Copies of all such shareholder communications will also be distributed to the Chairs of the Trust’s Audit Committee and Governance Committee, and to counsel for the Trust and for the independent trustees. Counsel for the Trust and for the independent trustees, upon receipt of its copy of a shareholder communication, shall work with such Chairs and counsel for the independent trustees to determine whether such shareholder communication should be distributed to any trustees to whom it was not sent and whether and in what manner the trustees should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for the Trust and for the independent trustees, working with the Chairs.

Trustees’ Compensation

Mr. Dinsmore and Ms. O’Keeffe are the only trustees of the Trust who are officers of the Trust or Dinsmore Capital. Each trustee who is not an officer of the Trust or Dinsmore Capital currently receives (1) an annual fee of $7,500, (2) $1,000 plus expenses for each Board meeting attended, (3) $1,000 for each shareholders’ meeting attended, and (4) $500 for each Committee meeting attended. Each chairperson of the Audit and Governance Committees receives an additional $2,000 annual fee.

Set forth in the table below is the compensation that was paid to the trustees solely by the Trust as well as by the Fund Complex as a whole (which consists of two registered investment companies, the Trust and Ellsworth Fund) during the 2009 fiscal year.

		Aggregate Compensation From Trust		Total Compensation From Fund Complex
Thomas H. Dinsmore		$   -0-		$   -0-
Jane D. O’Keeffe		$   -0-		$   -0-
Gordon F. Ahalt (1)		$18,000		$36,000
Kinchen C. Bizzell		$18,500		$37,000
Elizabeth C. Bogan, Ph.D.		$20,333		$40,833
Daniel D. Harding		$22,167		$45,167
Nicolas W. Platt		$23,000		$48,375
(1) Mr. Ahalt will retire as a trustee effective as of December 31, 2009.

 

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Security Ownership of Management

The Trust’s trustees, nominees for trustee and officers owned the Trust’s shares as shown on the following table as of December 16, 2009 (officers of the Trust are identified in the “Additional Information – Executive Officers” section of this proxy). The address of each such person is c/o the Trust, 65 Madison Avenue, Morristown, New Jersey 07960.

	Shares of Trust Owned Beneficially *
Gordon F. Ahalt	1,200 (1)
Kinchen C. Bizzell	786
Elizabeth C. Bogan, Ph.D.	2,965
Thomas H. Dinsmore	20,456 (2)
Daniel D. Harding	1,134
Jane D. O’Keeffe	15,232 (3)
Nicolas W. Platt	250
James A. Dinsmore	3,300
H. Tucker Lake, Jr.	446 (4)
Gary I. Levine	2,327
Germaine M. Ortiz	309
Mercedes A. Pierre	234 (5)

_________________________________

*    Represents for each trustee and officer less than 1% of the outstanding shares of the Trust. As of December 16, 2009, trustees and officers of the Trust beneficially owned in the aggregate 48,639 shares of the Trust, representing approximately 0.9% of the outstanding shares. Except as otherwise indicated, each trustee and officer possesses sole investment and voting power with respect to shares beneficially owned.

(1)  Mr. Ahalt will retire as a trustee effective as of December 31, 2009. He possesses shared investment and voting power with his wife.

(2)  Includes (i) 3,550 shares held in trust for the benefit of Mr. Dinsmore’s minor child, (ii) 4,022 shares which Mr. Dinsmore owned jointly with his wife, and (iii) 4,930 shares owned solely by his wife, as to which shares Mr. Dinsmore disclaims beneficial ownership.

(3)  Includes (i) 7,303 shares held in trust for the benefit of Ms. O’Keeffe’s minor children, and (ii) 3,648 shares owned jointly with her husband.

(4)  Includes 269 shares owned by Mr. Lake’s wife.

(5)  Ms. Pierre possesses shared investment and voting power with her husband.

 

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Security Ownership of Certain Beneficial Owners

Based solely on a review of filings with the SEC, the following table provides information about those shareholders that beneficially own more than 5% of the outstanding shares of the Trust.

Name		Number of Shares Owned		Percent of Outstanding Shares
Erik E. Bergstrom		295,000		5.6%
P.O. Box 126
Palo Alto, CA 94302 (1)

                            

 

(1)	Based upon information disclosed in a Schedule 13G filing dated February 17, 2009.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS

Although not required to do so, the Board seeks your ratification of the Audit Committee’s appointment of Tait Weller as the Trust’s independent registered public accountants for the 2010 fiscal year. The Board believes that the shareholders should have the opportunity to vote on this matter. If the appointment is not ratified, the Audit Committee will meet to select new independent registered public accountants for the Trust’s 2010 fiscal year. We do not expect that a representative from Tait Weller will be present at the Annual Meeting. However, should a Tait Weller representative choose to attend, he or she will have an opportunity to make a statement and to respond to appropriate questions.

Fees Billed by Tait Weller Related to the Trust

Set forth in the table below are the aggregate fees billed to the Trust by Tait Weller for services rendered to the Trust during the Trust’s last two fiscal years ended October 31, 2008 and October 31, 2009.

Fiscal Year Ended October 31	Audit Fees	Audit-Related Fees(1)	Tax Fees (2)	All Other Fees
2008	$33,500	$0	$2,800	$0
2009	$35,100	$0	$3,000	$0

 

Tait Weller billed the Trust aggregate non-audit fees of $3,000 for the fiscal year ended 2009, and $2,800 for the fiscal year ended 2008, for non-audit services rendered to the Trust.

(1)

The Trust’s Audit Committee pre-approves all Audit-Related Fees. For the Trust’s last two fiscal years ended October 31, 2009 and 2008 no Audit-Related Fees were approved by the Trust’s Audit Committee pursuant to section 2.01(c)(7)(i)(C) of Regulation S-X, which waives the pre-approval requirement for certain de minimus fees.

(2)

“Tax Fees” include those fees billed by Tait Weller in connection with their review of the Trust’s income tax returns for fiscal years 2008 and 2009. The Trust’s Audit Committee pre-approves all Tax Fees. For the Trust’s last two fiscal years ended October 31, 2009 and 2008, no Tax Fees were approved by the Trust’s Audit Committee pursuant to section 2.01(c)(7)(i)(C) of Regulation S-X, which waives the pre-approval requirement for certain de minimus fees.

 

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Non-Audit Services Billed to Dinsmore Capital

During each of the last two fiscal years ended October 31, 2008 and October 31, 2009, Tait Weller did not provide any non-audit services to Dinsmore Capital or its affiliates or otherwise bill Dinsmore Capital or its affiliates for any non-audit services.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permissible non-audit services that are proposed to be provided to the Trust by its independent registered public accountants before they are provided to the Trust. Such pre-approval also includes the proposed fees to be charged by the independent registered public accountants for such services. The Audit Committee may delegate the pre-approval of audit and permissible non-audit services and related fees to one or more members of the Audit Committee who are “independent,” as such term is defined in Rule 10A-3(b)(1)(iii) under the Exchange Act. Any such member’s decision to pre-approve audit and/or non-audit services and related fees shall be presented to the full Audit Committee, solely for informational purposes, at its next scheduled meeting.

The Audit Committee also pre-approves non-audit services to be provided by the Trust’s independent registered public accountants to the Trust’s investment adviser if the engagement relates directly to the operations and financial reporting of the Trust and if the Trust’s independent registered public accountants are the same as, or affiliated with, the investment adviser’s registered public accountants.

Required Vote

The affirmative vote of the majority of votes cast is needed to approve the ratification of the Audit Committee’s appointment of the independent registered public accountants. Abstentions will not count as votes cast and will have no effect on the outcome of this proposal. We expect that brokers will be entitled to vote on this proposal, but any broker non-vote will have no effect on the outcome of this proposal.

The Board recommends that you vote FOR Proposal 2.

ADDITIONAL INFORMATION ON VOTING

Voting by Proxy

Whether you plan to attend the Annual Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. If you are the record owner of your shares on the books of the Trust’s transfer agent, then you may also submit your proxy vote by telephone or via the Internet, by following the instructions accompanying this Proxy Statement. If your broker holds your shares in its name, you may submit your proxy vote by any other means specified in the instructions that accompany this Proxy Statement. Returning the proxy card or using any of the available alternative proxy voting methods will not affect your right to attend the Annual Meeting and vote.

If you properly fill in your proxy card and send it to us in time to vote or use any of the available alternative proxy voting methods, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card or use any of the available alternative proxy voting methods but do not make specific choices, your proxy will vote your shares as recommended by the Board as follows and in accordance with management’s recommendation on other matters:

 

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•

FOR the election of all nominees for trustees.

•

FOR ratification of the appointment of the independent registered public accountants for 2010.

Your proxy will also have authority to vote and act on your behalf at any adjournment of the meeting.

If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised. You can do this in one of four ways:

•

You may send in another proxy with a later date.

•

If you submitted a proxy by telephone, via the Internet or via an alternative method of voting permitted by your broker, you may submit another proxy by telephone, via the Internet or via such alternative method of voting, or send in another proxy with a later date.

•

You may notify the Trust’s Secretary in writing before the Annual Meeting that you have revoked your proxy.

•

You may vote in person at the Annual Meeting if you were the record owner of your shares on the record date.

Voting in Person

If you do attend the Annual Meeting, were the record owner of your shares on the record date, and wish to vote in person, we will give you a ballot when you arrive. However, if your shares were held in the name of your broker, bank or other nominee on the record date, you must bring a letter from the nominee indicating that you were the beneficial owner of the shares on November 18, 2009, the record date for voting, and authorizing you to vote. The letter must also state whether you authorized a proxy to vote for you before the Annual Meeting and, if so, how you instructed such proxy to vote.

Quorum Requirement

A quorum of shareholders is necessary to hold a valid meeting. A quorum will exist if shareholders entitled to vote a majority of all shares outstanding on the record date are present in person or by proxy. Broker non-votes, if any, and abstentions will count as present for establishing a quorum.

Adjournments

If a quorum is not present at the Annual Meeting or a quorum is present but sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy. The persons named as proxies will vote those proxies they are entitled to vote “for” a proposal in favor of such an adjournment and will vote those proxies required to be voted “against” such proposal against such an adjournment. A shareholder vote may be taken on a proposal in this Proxy Statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate.

 

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ADDITIONAL INFORMATION

Investment Adviser

Dinsmore Capital Management Co., 65 Madison Avenue, Morristown, New Jersey 07960, is the Trust’s investment adviser.

Executive Officers

The Trust’s executive officers are elected by the Board, receive no compensation from the Trust and hold office until the meeting of the Board following the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal. Information about these officers is presented below.

Name, Age and Position(s) Held with the Trust	Officer Since	Principal Occupation(s) During Past 5 Years and Business Experience
Thomas H. Dinsmore – 56 Trustee, Chairman and Chief Executive Officer	1984	Information about Mr. Dinsmore is presented earlier in this proxy statement under “Proposal 1, Election of Trustees – Information about the Trust’s other Trustees - Continuing Trustee Who Is An Interested Person.”
Jane D. O’Keeffe – 54 Trustee and President	1994	Information about Ms. O’Keeffe is presented earlier in this proxy statement under “Proposal 1, Election of Trustees – Nominees for Trustees - Nominee Who Is An Interested Person.”
James A. Dinsmore – 26 Vice President	2007	Vice President of the Trust, Ellsworth Fund and Dinsmore Capital (since February 2009). Formerly: Assistant Vice President of the Trust, Ellsworth Fund and Dinsmore Capital (February 2007 – February 2009); Assistant Analyst of Dinsmore Capital (2004 – 2007).
H. Tucker Lake, Jr. – 62 Vice President	1994	Vice President of the Trust, Ellsworth Fund (since 2002) and Dinsmore Capital (since 1997).
Gary I. Levine – 52 Executive Vice President, Chief Financial Officer and Secretary	1986	Executive Vice President and Chief Financial Officer of the Trust, Ellsworth Fund and Dinsmore Capital (since April 2004); Secretary of the Trust, Ellsworth Fund and Dinsmore Capital (since 2003); Treasurer of Dinsmore Capital (since 1997).
Germaine M. Ortiz – 40 Vice President	1996	Vice President of the Trust, Ellsworth Fund and Dinsmore Capital (since 1999).
Mercedes A. Pierre – 48 Vice President and Chief Compliance Officer	1998	Vice President of the Trust and Ellsworth Fund (since April 2004); Chief Compliance Officer of the Trust and Ellsworth Fund (since July 2004); and Vice President and Chief Compliance Officer of Dinsmore Capital (since June 2004). Formerly: Assistant Treasurer of the Trust and Ellsworth Fund (January 1998 – February 2005).

 

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Certain Relationships

Thomas H. Dinsmore is the father of James A. Dinsmore. Ms. O’Keeffe is the aunt of James A. Dinsmore. H. Tucker Lake, Jr. is the first cousin of Thomas H. Dinsmore and Ms. O’Keeffe. Ms. Ortiz is the first cousin of Mr. Levine’s wife.

Dollar Range of Securities Held by Trustees and Nominees

Set forth below is the dollar range of equity securities beneficially owned ⁽¹⁾ in both the Trust and Fund Complex by each trustee and each nominee for election as a trustee of the Trust as of December 16, 2009.⁽²⁾

		Dollar Range of Equity Securities in the Trust (3)	Aggregate Dollar Range of Equity Securities in All Funds Overseen by the Trustee or Nominee in Fund Complex (4)
Gordon F. Ahalt		$10,001-$50,000	$10,001-$50,000
Kinchen C. Bizzell		$10,001-$50,000	$10,001-$50,000
Elizabeth C. Bogan, Ph.D.		$10,001-$50,000	over $100,000
Thomas H. Dinsmore		over $100,000	over $100,000
Daniel D. Harding		$10,001-$50,000	$50,001-$100,000
Jane D. O’Keeffe		over $100,000	over $100,000
Nicolas W. Platt		$1-10,000	$1-10,000
_______________________________

(1)	Beneficial ownership has been determined based upon the trustee’s or nominee’s direct or indirect pecuniary interest in the equity securities.

(2)	The dollar ranges are: $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

(3)	The dollar range of equity securities owned in the Trust is based on the closing price of $14.64 on December 16, 2009 on the NYSE Amex Equities stock exchange.

(4)	The dollar range of equity securities owned in the Fund Complex is based on the closing price of $14.64 for the Trust and $6.35 for Ellsworth Fund on December 16, 2009 on the NYSE Amex stock exchange.

Proxy Solicitation

The Trust expects to solicit proxies principally by mail. The Trust will pay the cost of soliciting proxies and may reimburse third parties for their expenses in forwarding solicitation materials to the beneficial owners of the Trust’s shares. Officers of the Trust may also solicit proxies by telephone, facsimile, the Internet or personal interview, and will not receive any additional compensation for such solicitation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, Section 30(h) of the Investment Company Act, and the regulations of the SEC thereunder, require the Trust’s officers and trustees and direct or indirect beneficial owners of more than 10% of the Trust’s shares, as well as Dinsmore Capital, its directors and officers and certain of its other affiliated persons (collectively, Reporting Persons), to file initial reports of

 

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ownership and changes in ownership with the SEC. Reporting Persons are required to furnish the Trust with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it and written representations, the Trust believes that all filing requirements applicable to the Reporting Persons have been complied with during the fiscal year ended October 31, 2009, except that James A. Dinsmore was inadvertently late in filing an initial Form 3 to report his position as a Vice President of the Trust and his Trust holdings at such time.

Shareholder Proposals

If you want us to consider including a shareholder proposal in the Trust’s proxy statement for the 2011 annual meeting of shareholders, we must receive it from you no later than September 1, 2010. To be eligible to submit a proposal, you must demonstrate satisfaction of the requirements for making shareholder proposals set forth in the proxy rules promulgated by the SEC.

A shareholder may bring other business before the 2011 Annual Meeting of shareholders if: (1) the shareholder is a shareholder of record at the time of giving notice to the Trust; (2)  the shareholder is entitled to vote at the 2011 Annual Meeting; (3) the shareholder has complied with the notice procedures in the Trust’s bylaws; and (4) such other business is otherwise a proper matter for action by shareholders. The notice procedures require that a shareholder submit the proposal in writing to the Secretary of the Trust no earlier than October 11, 2010 but no later than November 10, 2010. The notice must include a brief description of the business desired to be brought before the 2011 Annual Meeting, the reasons for conducting such business at the 2011 Annual Meeting, and any material interest the shareholder and any beneficial owners on whose behalf the proposal is made may have in such business. The notice must also include the shareholder’s name and address as they appear on the Trust’s books (and the name and address of any beneficial owner on whose behalf the proposal is made), as well as the number of shares owned of record and beneficially by such shareholder and beneficial owner.

Householding of Proxy Materials

Certain shareholders who share the same address may receive only one copy of the Proxy Statement and the Trust’s annual report to shareholders for the fiscal year ended October 31, 2009 in accordance with a notice delivered from such shareholders’ bank, broker or other holder of record, unless the applicable bank, broker or other holder of record received contrary instructions. This practice, known as “householding,” is designed to reduce printing and postage costs. Shareholders who own their shares through a bank, broker or other holder of record who wish either to discontinue or commence householding, or wish to receive a separate copy of the Proxy Statement or the Trust’s annual report to shareholders for the fiscal year ended October 31, 2009, may do so by contacting their bank, broker or other holder of record at the telephone number or address provided in the above referenced notice. Shareholders who are requesting to commence or discontinue householding should provide their name, the name of their broker, bank or other record holder and their account information.

By order of the Board of Trustees,

 

/s/

THOMAS H. DINSMORE

Thomas H. Dinsmore

Chairman of the Board of Trustees

December 30, 2009

 

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BANCROFT FUND LTD.

 

Proxy for Annual Meeting of Shareholders on February 8, 2010

Solicited on Behalf of the Board of Trustees

 

As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.

 

The undersigned hereby appoints Thomas H. Dinsmore, Gary I. Levine, and Jane D. O’Keeffe, and any one of them separately, attorneys and proxies, with power of substitution in each, to vote and act on behalf of the undersigned at the annual meeting of shareholders of Bancroft Fund Ltd. (the “Trust”) at the offices of the Company, 65 Madison Avenue, Suite 550, Morristown, New Jersey 07960 on February 8, 2010 at 11:00 a.m., and at all adjournments or postponements thereof, according to the number of beneficial shares which the undersigned could vote if present, upon such subjects as may properly come before the meeting, all as set forth in the notice of the meeting and the proxy statement furnished therewith. Unless otherwise marked on the reverse hereof, this proxy is given WITH authority to vote FOR the trustees listed, and FOR the proposal to ratify the Audit Committee’s selection of accountants.

 

PLEASE FILL IN, DATE AND SIGN THE PROXY CARD ON THE OTHER SIDE
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE

 

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