-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ReBc+vb1il/UtfclTmWopOMC7WM/YnwHpYQ5K+iL26+/rXySdRnJMQ3fPKrXLS13 ViLlgl1I8r3bswTsrYsJNQ== 0000009521-08-000002.txt : 20080401 0000009521-08-000002.hdr.sgml : 20080401 20080401091851 ACCESSION NUMBER: 0000009521-08-000002 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 EFFECTIVENESS DATE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCROFT FUND LTD CENTRAL INDEX KEY: 0000009521 IRS NUMBER: 042476994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-02151 FILM NUMBER: 08727432 BUSINESS ADDRESS: STREET 1: 65 MADISON AVENUE STREET 2: SUITE 550 CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: (973) 631-1177 MAIL ADDRESS: STREET 1: 65 MADISON AVENUE STREET 2: SUITE 550 CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: BANCROFT CONVERTIBLE FUND INC DATE OF NAME CHANGE: 19920703 N-Q 1 b0108nq.txt QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-02151 --------------------------------------------- Bancroft Fund Ltd. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 65 Madison Avenue, Morristown, New Jersey 07960-7308 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Thomas H. Dinsmore Bancroft Fund Ltd. 65 Madison Avenue Morristown, New Jersey 07960-7308 (Name and address of agent for service) Copy to: Steven B. King, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Registrant's telephone number, including area code: 973-631-1177 Date of fiscal year end: October 31, 2008 Date of reporting period: January 31, 2008 ITEM 1. SCHEDULE OF INVESTMENTS.
BANCROFT FUND LTD.---------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS January 31, 2008 (unaudited)----------------------------------- Principal Value Amount (Note 1) - ---------- ------------ CONVERTIBLE BONDS AND NOTES -- 54.5% Aerospace and Defense -- 2.3% $ 1,000,000 Alliant Techsystems Inc. 2.75%, due 2011 cv. sr. sub. notes (B1)............... $ 1,257,500 1,500,000 DRS Technologies, Inc. 2%, due 2026 cv. sr. notes (B1)......................... (Acquired 01/30/06 - 05/16/07; Cost $1,658,682) (1,2)......................... 1,620,000 ------------ 2,877,500 ------------ Computer Hardware -- 5.2% 1,000,000 C&D Technologies, Inc. 5.25%, due 2025 cv. sr. notes (NR)...................... 1,012,500 2,000,000 Credit Suisse, New York Branch 14.00%, due 2008 equity-linked notes (NR) (exchangeable for Corning Inc. common stock).................................. 2,027,400 1,000,000 EMC Corp. 1.75%, due 2011 cv. sr. notes (BBB+)................................. 1,258,750 1,000,000 EMC Corp. 1.75%, due 2013 cv. sr. notes (BBB+)................................. 1,270,000 1,000,000 Richardson Electronics, Ltd. 8%, due 2011 cv. sr. sub. notes (NR).............. 914,800 ------------ 6,483,450 ------------ Computer Software -- 2.8% 1,000,000 Blackboard Inc. 3.25%, due 2027 cv. sr. notes (B-)............................. 986,250 1,000,000 GSI Commerce, Inc. 2.5%, due 2027 cv. sr. notes (NR)........................... 863,750 1,500,000 Lehman Brothers Holdings Inc. 1%, due 2009 medium-term notes (A1) (performance linked to Microsoft Corp. common stock) (1)...................... 1,680,900 ------------ 3,530,900 ------------ Consumer Goods -- 2.0% 1,000,000 Chattem, Inc. 1.625%, due 2014 cv. sr. notes (NR).............................. 1,212,500 750,000 Church & Dwight Co., Inc. 5.25%, due 2033 cv. sr. deb. (Ba1)................... 1,307,813 ------------ 2,520,313 ------------ Energy -- 4.8% 1,000,000 Canadian Solar Inc. 6%, due 2017 cv. sr. notes (NR) (Acquired 12/04/07; Cost $1,000,000) (2)...................................... 981,900 1,500,000 Covanta Holding Corp. 1%, due 2027 sr. cv. deb. (B1) (1)....................... 1,606,875 1,325,000 Oil States International, Inc. 2.375%, due 2025 contingent cv. sr. notes (NR).. 1,757,281 1,250,000 Rentech, Inc. 4%, due 2013 cv. sr. notes (NR).................................. 762,500 1,000,000 USEC Inc. 3%, due 2014 cv. sr. notes (CCC)..................................... 903,750 ------------ 6,012,306 ------------ Financial Services -- 1.6% 2,000,000 Euronet Worldwide, Inc. 3.50%, due 2025 cv. deb. (B+) (1)...................... 1,942,500 ------------ Foods -- 1.7% 500,000 The Great Atlantic & Pacific Tea Company, Inc. 5.125%, due 2011 cv. sr. notes (Caa1).......................................................... 530,625 1,500,000 The Great Atlantic & Pacific Tea Company, Inc. 6.75%, due 2012 cv. sr. notes (Caa1).......................................................... 1,576,875 ------------ 2,107,500 ------------ Health Care -- 2.3% 1,000,000 Omnicare, Inc. 3.25%, due 2035 cv. sr. deb. (B2) (1)........................... 703,750 1,000,000 SonoSite Inc. 3.75%, due 2014 cv. sr. notes (NR)............................... 1,140,000 1,000,000 St. Jude Medical, Inc. 1.22%, due 2008 cv. sr. deb. (BBB+)..................... 1,002,500 ------------ 2,846,250 ------------ Insurance -- 3.1% 3,000,000 Prudential Financial, Inc. floating rate, due 2036 cv. sr. notes (A3).......... 2,949,600 1,000,000 Prudential Financial, Inc. floating rate, due 2037 cv. sr. notes (A3) (Acquired 12/07/07; Cost $988,750) (2)........................................ 957,700 ------------ 3,907,300 ------------
Page 1
BANCROFT FUND LTD.---------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS January 31, 2008 (continued)----------------------------------- Principal Value Amount (Note 1) - ----------- ------------ CONVERTIBLE BONDS AND NOTES -- continued Media and Entertainment -- 2.2% $ 2,500,000 The Walt Disney Company 2.125%, due 2023 cv. sr. notes (A2).................... $ 2,696,875 Minerals and Mining -- 1.1% 1,000,000 Newmont Mining Corp. 1.625%, due 2017 cv. sr. notes (BBB+)..................... 1,398,750 Multi-Industry -- 3.3% 750,000 Diversa Corp. 5.5%, due 2027 cv. sr. notes (NR) (exchangeable for Verenium Corp. common stock)................................ 585,000 3,000,000 LSB Industries, Inc. 5.5%, due 2012 cv. sr. sub. deb. (NR) (Acquired 06/28/07; Cost $3,000,000) (2)...................................... 3,495,000 ------------ 4,080,000 ------------ Pharmaceuticals -- 7.6% 2,000,000 Alza Corp. 0%, due 2020 cv. sub. deb. (Aa1) (exchangeable for Johnson & Johnson common stock)............................. 1,747,500 3,000,000 Bristol-Myers Squibb Co. floating rate, due 2023 cv. sr. deb. (A2)............. 3,003,600 1,000,000 Mylan Inc. 1.25%, due 2012 sr. cv. notes (B-).................................. 942,500 1,500,000 Teva Pharmaceutical Finance Co. B.V. 1.75%, due 2026 cv. sr. deb. (Baa2) (exchangeable for Teva Pharmaceutical Industries Ltd. ADR).................... 1,732,500 2,000,000 Wyeth floating rate, due 2024 cv. sr. deb. (A3)................................ 2,105,220 ------------ 9,531,320 ------------ Real Estate -- 0.8% 1,000,000 ProLogis 2.25%, due 2037 cv. sr. notes (BBB+) (Acquired 03/20/07 - 04/16/07; Cost $982,038) (2)............................. 977,500 ------------ Semiconductors -- 6.2% 2,500,000 Agere Systems Inc. 6.5%, due 2009 cv. sub. notes (B+) (exchangeable for LSI Corp.).................................................. 2,540,625 1,000,000 Cypress Semiconductor Corp. 1%, due 2009 cv. sr. notes (NR).................... 1,146,250 2,000,000 Fairchild Semiconductor Corp. 5%, due 2008 cv. sr. sub. notes (B) (exchangeable into Fairchild Semiconductor International, Inc. common stock).. 2,002,500 2,000,000 Intel Corp. 2.95%, due 2035 jr. sub. cv. deb. (A-) (1)......................... 2,000,000 ------------ 7,689,375 ------------ Telecommunications -- 5.2% 500,000 ADC Telecommunications Inc. 3.50%, due 2015 cv. sub. notes (NR)................ 511,875 1,000,000 ADC Telecommunications Inc. 3.50%, due 2017 cv. sub. notes (NR)................ 1,012,500 1,000,000 Anixter International Inc. 1%, due 2013 sr. cv. notes (BB-).................... 1,247,500 2,000,000 Equinix, Inc. 2.5%, due 2012 cv. sub. notes (CCC+)............................. 1,967,500 1,000,000 General Cable Corp. 1%, due 2012 sr. cv. notes (B1)............................ 1,023,750 1,000,000 SAVVIS, Inc. 3%, due 2012 cv. sr. notes (NR)................................... 777,500 ------------ 6,540,625 ------------ Transportation -- 1.6% 2,000,000 ExpressJet Holdings, Inc. 4.25%, due 2023 cv. notes (NR)....................... 1,940,000 ------------ Travel and Leisure -- 0.6% 1,000,000 Morgans Hotel Group 2.375%, due 2014 sr. sub. cv notes (NR) (Acquired 10/11/07 - 10/12/07; Cost $1,026,250) (2)........................... 793,750 ------------ TOTAL CONVERTIBLE BONDS AND NOTES.............................................. $ 67,876,214 ------------
Page 2
BANCROFT FUND LTD.---------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS January 31, 2008 (continued)----------------------------------- Principal Value Amount (Note 1) - ----------- ------------ CORPORATE BONDS AND NOTES -- 1.2% Retail -- 1.2% $ 1,500,000 Amerivon Holdings LLC 4%, due 2010 units (NR) (Acquired 06/01/07; Cost $1,500,000) (2,3).................................... $ 1,500,000 ------------ Shares - ----------- CONVERTIBLE PREFERRED STOCKS -- 9.5% Aerospace and Defense -- 0.2% 40,000 Ionatron, Inc. 6.5% series A redeemable cv. pfd. (NR) (Acquired 10/27/05; Cost $1,000,000) (2)...................................... 300,000 ------------ Banking/Savings and Loan -- 4.1% 59,179 New York Community Bancorp, Inc. 6% BONUSES units (Baa1)....................... 2,929,361 20,000 Sovereign Capital Trust IV 4.375% PIERS (Baa1) (exchangeable for Sovereign Bancorp, Inc. common stock) (1)................... 742,500 1,200 Washington Mutual, Inc. 7.75% series R non-cumulative perpetual cv. pfd. (Ba1). 1,399,500 ------------ 5,071,361 ------------ Chemicals -- 1.5% 40,000 Celanese Corp. 4.25% cv. perpetual pfd. (NR)................................... 1,931,600 ------------ Finance -- 0.4% 10,000 Citigroup Inc. 6.5% depositary shares (representing series T non-cumulative cv. pfd.) (A2).......................... 544,500 ------------ Energy -- 2.7% 27,800 Chesapeake Energy Corp. 4.5% cum. cv. pfd. (B+)................................ 2,919,000 9,000 PetroQuest Energy, Inc. 6.875% cum. cv. perpetual pfd. (NR).................... 504,000 ------------ 3,423,000 ------------ Telecommunications -- 0.5% 100 Medis Technologies Ltd. 7.25% series A cum. cv. perpetual pfd. (NR)............ 616,250 ------------ TOTAL CONVERTIBLE PREFERRED STOCKS............................................. $ 11,886,711 ------------ MANDATORY CONVERTIBLE SECURITIES -- 22.1% (4) Consumer Goods -- 2.5% 30,000 Avery Dennison Corp. 7.875%, due 11/15/10 mandatory cv. pfd. (BBB-)............ 1,513,200 1,750 The Stanley Works floating rate, due 05/17/12 equity units (A2)................ 1,590,094 ------------ 3,103,294 ------------ Energy -- 6.2% 30,000 Bristow Group Inc. 5.5%, due 09/15/09 mandatory cv. pfd. (B)................... 1,932,300 10,000 McMoRan Exploration Co. 6.75%, due 11/15/10 mandatory cv. pfd. (NR)............ 1,130,000 2,000 Merrill Lynch & Co., Inc. 5.4%, due 09/27/10 PRIDES (A+) (linked to the performance of ConocoPhillips common stock).................... 1,826,960 41,135 Merrill Lynch & Co., Inc. 12%, due 06/27/08 capped appreciation notes (NR) (linked to the performance of Tesoro Corp. common stock)...................... 1,665,350 47,138 NATIXIS Financial Products Inc. 11.25%, due 10/28/08 mandatory trigger exchangeable notes (NR) (exchangeable for Nabors Industries, Inc. common stock) (Acquired 01/23/08; Cost $1,137,906) (2)...................................... 1,186,275 ------------ 7,740,885 ------------
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BANCROFT FUND LTD.---------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS January 31, 2008 (continued)----------------------------------- Value Shares (Note 1) - ----------- ------------ MANDATORY CONVERTIBLE SECURITIES -- continued Foods -- 1.0% 50,000 Lehman Brothers Holdings Inc. 6%, due 10/12/10 PIES (A1) (exchangeable for General Mills, Inc. common stock)........................... $ 1,210,000 ------------ Health Care -- 1.1% 33,950 NATIXIS Financial Products Inc. 9%, due 04/22/08 mandatory trigger exchangeable notes (NR) (exchangeable for St. Jude Medical, Inc. common stock) (Acquired 10/17/07; Cost $1,533,182) (2)...................................... 1,414,442 ------------ Insurance -- 4.9% 4,000 Alleghany Corp. 5.75%, due 06/15/09 mandatory cv. pfd. (BBB-).................. 1,383,000 75,000 Citigroup Funding Inc. variable rate, due 10/27/08 exchangeable notes (Aa3) (exchangeable for Genworth Financial, Inc. common stock)...................... 1,785,750 70,000 MetLife, Inc. 6.375%, due 08/15/08 common equity units (BBB+).................. 2,039,100 52,500 XL Capital Ltd. 7%, due 02/15/09 equity security units (A3).................... 899,850 ------------ 6,107,700 ------------ Minerals and Mining -- 4.0% 20,000 Freeport-McMoRan Copper & Gold Inc. 6.75%, due 05/01/10 mandatory cv. pfd. (B+).......................................... 2,646,000 30,000 Vale Capital Ltd. 5.5%, due 06/15/10 mandatory convertible notes (NR) (exchangeable for Companhia Vale do Rio Doce ADS)............................. 1,785,000 10,000 Vale Capital Ltd. 5.5%, due 06/15/10 mandatory convertible notes (NR) (exchangeable for Companhia Vale do Rio Doce Preference A ADS)................ 609,500 ------------ 5,040,500 ------------ Pharmaceuticals -- 2.3% 1,000 Mylan Inc. 6.5%, due 11/15/10 mandatory cv. pfd. (B-).......................... 1,053,900 9,500 Schering-Plough Corp. 6%, due 08/13/10 mandatory cv. pfd. (Baa3)............... 1,807,755 ------------ 2,861,655 ------------ TOTAL MANDATORY CONVERTIBLE SECURITIES (4)..................................... $ 27,478,476 ------------ COMMON STOCKS -- 0.0% Aerospace and Defense -- 0.0% 6,330 Ionatron, Inc. (5)............................................................. 17,787 ------------
Page 4
BANCROFT FUND LTD.---------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS January 31, 2008 (continued)----------------------------------- Principal Value Amount (Note 1) - ----------- ------------ SHORT-TERM SECURITIES -- 8.9% Commercial Paper -- 8.9% $11,100,000 American Express Credit Corp. 3%, due 02/01/08 (P1)............................ $ 11,097,225 ------------ Total Convertible Bonds and Notes -- 54.5%..................................... $ 67,876,214 Total Corporate Bonds and Notes -- 1.2%........................................ 1,500,000 Total Convertible Preferred Stocks -- 9.5%..................................... 11,886,711 Total Mandatory Convertible Securities -- 22.1%................................ 27,478,476 Total Common Stocks -- 0.0%.................................................... 17,787 Total Short-Term Securities -- 8.9%............................................ 11,097,225 ------------ Total Investments -- 96.2%..................................................... 119,856,413 Other assets and liabilities, net -- 3.8%...................................... 4,782,443 ------------ Total Net Assets -- 100.0%..................................................... $124,638,856 ============
(1) Contingent payment debt instrument which accrues contingent interest. See Note 2. (2) Security not registered under the Securities Act of 1933, as amended (i.e., the security was purchased in a Rule 144A or a Regulation D transaction). The security may be resold only pursuant to an exemption from registration under the Securities Act of 1933, typically to qualified institutional buyers. The Fund generally has no rights to demand registration of these securities. The aggregate market value of these securities at January 31, 2008 was $13,226,567 which represented 10.6% of the Fund's net assets. (3) Investment is a restricted security, valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. The fair value of this security represented 1.2% of the Fund's net assets. (4) These securities are required to be converted on the dates listed; they generally may be converted prior to these dates at the option of the holder. (5) Non-income producing security. ADR American Depositary Receipts. ADS American Depositary Shares. BONUSES Bifurcated Option Note Unit Securities. PIES Premium Income Exchangeable Securities. PIERS Preferred Income Equity Redeemable Securities. PRIDES Preferred Redeemable Income Dividend Equity Securities. Ratings in parentheses by Moody's Investors Service, Inc. or Standard & Poor's. NR is used whenever a rating is unavailable. Summary of Portfolio Ratings % of Portfolio --------- Aa 3 A 20 Baa 17 Ba 4 B 21 Caa 5 NR 30 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS Page 5 BANCROFT FUND LTD.-------------------------------------------------------------- SELECTED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)------------------------------ Bancroft Fund Ltd. (established in 1971) (the "Fund"), is registered under the Investment Company Act of 1940 as a diversified, closed-end management investment company. Note 1. Security Valuation - Investments in securities traded on a national securities exchange are valued at market using the last reported sales price as of the close of regular trading. Listed securities for which no sales were reported are valued at the mean between closing reported bid and asked prices as of the close of regular trading. Unlisted securities traded in the over-the-counter market are valued using an evaluated quote provided by an independent pricing service, or, if an evaluated quote is unavailable, such securities are valued using prices received from dealers, provided that if the dealer supplies both bid and asked prices, the price to be used is the mean of the bid and asked prices. The independent pricing service derives an evaluated quote by obtaining dealer quotes, analyzing the listed markets, reviewing trade execution data and employing sensitivity analysis. Evaluated quotes may also reflect appropriate factors such as individual characteristics of the issue, communications with broker-dealers, and other market data. Securities for which quotations are not readily available, restricted securities and other assets are valued at fair value as determined in good faith pursuant to procedures approved by the Board of Trustees. Short-term debt securities with original maturities of 60 days or less are valued at amortized cost. Note 2. Securities Transactions and Related Investment Income - Security transactions are accounted for on the trade date (date the order to buy or sell is executed) with gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis, including accretion of discounts and amortization of non-equity premium. For certain securities, known as "contingent payment debt instruments," Federal tax regulations require the Fund to record non-cash, "contingent" interest income in addition to interest income actually received. At January 31, 2008 unrealized appreciation (depreciation) of investment securities on a tax basis were as follows: Unrealized appreciation $ 6,682,758 Unrealized depreciation (6,897,567) ------------ Net unrealized depreciation (214,809) ============ Cost for federal income tax purposes $120,071,221 ============ PAGE 6 ITEM 2. CONTROLS AND PROCEDURES. Conclusions of principal officers concerning controls and procedures (a) The Registrant's principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "Act"), (17 CFR 270.30a-3(c))) are effective as of February 27, 2008 based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.15d-15(b)). (b) There have been no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 3. EXHIBITS. Separate certifications of the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a)under the Act, are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bancroft Fund Ltd. By: /s/Thomas H. Dinsmore Thomas H. Dinsmore Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: March 31, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/Thomas H. Dinsmore Thomas H. Dinsmore Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: March 31, 2008 By: /s/Gary I. Levine Gary I. Levine Chief Financial Officer (Principal Financial Officer) Date: March 31, 2008 EX-99.CERT 2 b0108ex-99_cert.txt 302 CERTIFICATIONS EX-99.CERT EXHIBIT 99.CERT CERTIFICATION CERTIFICATIONS -------------- I, Thomas H. Dinsmore, certify that: 1. I have reviewed this report on Form N-Q of Bancroft Fund Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 31, 2008 /s/Thomas H. Dinsmore Thomas H. Dinsmore Chairman of the Board and Chief Executive Officer (Principal Executive Officer) CERTIFICATIONS -------------- I, Gary I. Levine certify that: 1. I have reviewed this report on Form N-Q of Bancroft Fund Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 31, 2008 /s/Gary I. Levine Gary I. Levine Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----