SEC Company Response from BANCROFT FUND LTD (BCV, BCV-PA) (CIK 0000009521) (BCV) — Dec 14, 2021
BANCROFT FUND LTD (BCV, BCV-PA) (CIK 0000009521)
Date: Dec. 14, 2021 · CIK: 0000009521 · Accession: 0001193125-21-356887
AI Filing Summary & Sentiment
File numbers found in text: 333-259267, 811-02151
Letter
VIA EDGAR Division of Investment Management 100 F Street N.E. Washington, DC 20549 RE: Bancroft Fund Ltd. (File Nos.: 333-259267; 811-02151)
Dear Messrs. Orlic and Burak:
Thank you for your oral comments provided on September 30, 2021 and October 5, 2021 regarding your review of the registration statement on Form N-2 filed on September 2, 2021 (the “Registration Statement”) by Bancroft Fund Ltd. (the “Fund”) with the U.S. Securities and Exchange Commission (the “SEC”). The Fund has considered your comments and authorized us to respond on its behalf as set forth below. Changes to the Registration Statement will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about the date hereof, and will be marked to show all changes made since the initial filing of the Registration Statement.
Your oral comments are summarized in bold to the best of our understanding, followed by the Fund’s responses. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.
David Orlic
Tony Burak
December 14, 2021
Page 2
***
Prospectus Summary
1. Please revise the ticker reference for the Fund’s Series A Preferred under the section “Exchange Listing” from “BCV Pr B” to “BCV Pr A.”
The Fund has made the requested change.
Summary of Fund Expenses
2. The expense example on page 11 indicates expenses of $68 for year one. Please confirm if this calculation is correct or revise as necessary.
The Fund has revised the calculation.
Statement of Additional Information
3. The last paragraph under “Beneficial Owners” states that “[a]s of August 30, 2021, the ownership of the Trustees and executive officers as a group beneficially owned less than 5% of the total common shares outstanding . . .” Please revise to specify exactly the percentage of the Fund’s outstanding common shares beneficially owned by the Trustees and executive officers as a group or indicate that the percentage beneficially owned is less than 1%.
The Fund has made the requested change.
Part C
4. In Item 25.1, Financial Statements and Exhibits, please update the description of the Fund’s 2021 semi-annual report to shareholders to reflect April 30, 2021 as the six month period.
The Fund has made the requested change.
* * * * * * *
Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617) 573-4814.
Best regards,
/s/ Kenneth
E. Burdon
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filename1.htm
Bancroft Fund LTD
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
500 BOYLSTON STREET
BOSTON,
MASSACHUSETTS 02116
TEL: (617)
573-4800
FAX: (617)
573-4822
www.skadden.com
DIRECT DIAL
617-573-4836
DIRECT FAX
617-305-4836
EMAIL ADDRESS
KENNETH.BURDON@SKADDEN.COM
December 14,
2021
FIRM/AFFILIATE
OFFICES-----------
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
VIA EDGAR
David
Orlic
Tony Burak
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
RE:
Bancroft Fund Ltd.
(File Nos.: 333-259267;
811-02151)
Dear Messrs. Orlic and Burak:
Thank you for your oral comments provided on September 30, 2021 and October 5, 2021 regarding your review of the
registration statement on Form N-2 filed on September 2, 2021 (the “Registration Statement”) by Bancroft Fund Ltd. (the “Fund”) with the U.S. Securities and Exchange
Commission (the “SEC”). The Fund has considered your comments and authorized us to respond on its behalf as set forth below. Changes to the Registration Statement will be reflected in
Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about the date hereof, and will be marked to show all changes made since the initial filing of the
Registration Statement.
Your oral comments are summarized in bold to the best of our understanding, followed by the
Fund’s responses. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.
David Orlic
Tony
Burak
December 14, 2021
Page 2
***
Prospectus Summary
1.
Please revise the ticker reference for the Fund’s Series A Preferred under the section “Exchange
Listing” from “BCV Pr B” to “BCV Pr A.”
The Fund has made the requested change.
Summary of Fund Expenses
2.
The expense example on page 11 indicates expenses of $68 for year one. Please confirm if this calculation is
correct or revise as necessary.
The Fund has revised the calculation.
Statement of Additional Information
3.
The last paragraph under “Beneficial Owners” states that “[a]s of August 30, 2021, the
ownership of the Trustees and executive officers as a group beneficially owned less than 5% of the total common shares outstanding . . .” Please revise to specify exactly the percentage of the Fund’s outstanding common shares beneficially
owned by the Trustees and executive officers as a group or indicate that the percentage beneficially owned is less than 1%.
The Fund has made the requested change.
Part C
4.
In Item 25.1, Financial Statements and Exhibits, please update the description of the Fund’s 2021
semi-annual report to shareholders to reflect April 30, 2021 as the six month period.
The Fund has made the requested change.
* * * * * * *
Should you have
any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617) 573-4814.
Best regards,
/s/ Kenneth
E. Burdon
Kenneth E. Burdon