UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD 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 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, 2013 Date of reporting period: June 30, 2013 Item 1. Proxy Voting Record Issuer: Citigroup Inc. Ticker symbol: C CUSIP: 17296742 Meeting date: 04/24/2013 For/ Proposed Voted Vote Against Matter Voted On By (Yes or No) Cast Mgmt. -------------------------------------------------------------------------------------------- 1-01. Election of Director: Michael L. Corbat Management YES FOR FOR 1-02. Election of Director: Franz B. Humer Management YES FOR FOR 1-03. Election of Director: Robert L. Joss Management YES FOR FOR 1-04. Election of Director: Michael E. O'Neill Management YES FOR FOR 1-05. Election of Director: Judith Rodin Management YES FOR FOR 1-06. Election of Director: Robert L. Ryan Management YES FOR FOR 1-07. Election of Director: Anthony M. Santomero Management YES FOR FOR 1-08. Election of Director: Joan E. Spero Management YES FOR FOR 1-09. Election of Director: Diana L. Taylor Management YES FOR FOR 1-10. Election of Director: William S. Thompson, Jr. Management YES FOR FOR 1-11. Election of Director: Ernesto Zedillo Ponce De Leon Management YES FOR FOR 2. Ratification of the appointment of Management YES FOR FOR independent auditors 3. Approve executive compensation plan Management YES FOR FOR 4. Amend stock incentive plan Management YES FOR FOR 5. Executives to retain stock Shareholder YES AGAINST FOR 6. Lobbying and lobbying contributions Shareholder YES ABSTAIN N/A 7. Policy to deny indemnification for board Shareholder YES AGAINST FOR ================================================================================ SIGNATURES Pursuant to the requirements of 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 Principal Executive Officer Date: August 2, 2013