DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/15/07
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
347,506
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
347,506
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
347,506
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.17%
14. TYPE OF REPORTING PERSON
IA
The filing constitutes amendment # 1 to the Schedule 13d filed
by Bulldog Investors, Phillip Goldstein and Andrew Dakos on
5/30/07. This amendment # 1 amends the schedule 13d as
specifically set forth.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The filing persons intend to nominate for election to the board
of trustees one person to oppose each nominee proposed by the
board (see exhibit 1).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) -b) As per the Form NCSR filed on 12/28/06 there were
5,625,134 shares of BCV outstanding as of 10/31/06. The
percentage set forth in item 5 was derived using such number.
Bulldog Investors, Phillip Goldstein, Andrew Dakos and accounts
managed by the filing persons beneficially own an aggregate of
347,506 shares of BCV or 6.17% of the outstanding shares.
Power to dispose and vote securities lie solely with Phillip
Goldstein and Andrew Dakos.
c) During the past 60 days the following shares of BCV were
purchased (there were no sales):
Quantity Price Trade Date
500 21.37 10/18/2007
1,400 21.51 10/17/2007
1,600 21.6 10/15/2007
2,711 21.66 10/12/2007
900 21.66 10/12/2007
2,400 21.68 10/11/2007
900 21.66 10/12/2007
900 21.66 10/12/2007
3,600 21.5 10/5/2007
1,200 21.53 10/3/2007
1,100 21.4 10/2/2007
563 21.4808 10/1/2007
2,500 21.4808 10/1/2007
1,000 21.35 9/28/2007
600 20.7 9/6/2007
d) Beneficial owners of the accounts managed by the filing
persons are entitled to receive any dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7 is amended as follows
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Advance Notification
Dated: 10/19/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name:: Andrew Dakos
Exhibit 1. Advance Notification
Opportunity Partners L.P., Park 80 West - Plaza Two, Suite C04,
Saddle Brook, NJ 07663
201-556-0092 // Fax 201-556-0097 // info@bulldoginvestors.com
October 15, 2007
Thomas H. Dinsmore
Chairman of the Board of Trustees
Bancroft Fund Ltd.
65 Madison Avenue, Suite 550
Morristown, NJ 07960-7308
Dear Tom:
On October 3rd, we discussed Bancroft?s discount with you and
your lawyer in good faith. You said the trustees would consider
measures to address the discount at their next meeting and we
agreed to wait until then before taking any action. We recently
learned that you deceived us because you were planning to file a
lawsuit against us that very day! We therefore conclude that
you are untrustworthy and that as a result, we must protect our
investment in Bancroft.
Please be advised and advise Bancroft's Secretary that we intend
at the 2008 annual meeting of shareholders to nominate for
election to the board of trustees one person to oppose each
nominee proposed by the board. Our understanding is that there
are eight trustees, three of whose terms will expire in 2008.
In addition, based on the announced retirement of Mr. McMullin
as of October 1, 2007, we are nominating a fourth person in
anticipation that an election will be held to fill Mr.
McMullin?s vacated seat.
Opportunity Partners owns of record 100 shares of Bancroft and
beneficially owns 81,242 shares which are held in street name.
Please see our schedule 13D filings for further details
regarding our investment in Bancroft.
The Nominees are:
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed investment
advisor and a principal of the general partner of five
investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
Full Value Partners L.P., Full Value Special Situations Fund
L.P., and Full Value Offshore L.P. He has been a director of
the Mexico Equity and Income Fund since 2001 and Brantley
Capital Corporation since 2007.
Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville,
NY 10570 - Mr. Goldstein is an investment advisor and a
principal of the general partner of five investment partnerships
in the Bulldog Investors group of funds: Opportunity Partners
L.P., Opportunity Income Plus Fund L.P., and Full Value Partners
L.P. He has been a director of the Mexico Equity and Income
Fund since 2000 and Brantley Capital Corporation since 2001.
Gerald Hellerman (age 69); 10965 Eight Bells Lane, Columbia, MD
21044 -- Mr. Hellerman owns and has served as Managing Director
of Hellerman Associates, a financial and corporate consulting
firm, since the firm's inception in 1993. Mr. Hellerman
currently serves as a director, chief financial officer and
chief compliance officer for The Mexico Equity and Income Fund,
Inc.; a director of MVC Capital, Inc.; a director of the Old
Mutual 2100 fund complex (consisting of six funds).; a director
and President of Innovative Clinical Solutions, Ltd., a company
formerly engaged in clinical trials and physician network
management which is currently in liquidation; a director of
Brantley Capital Corporation; and a director of AirNet Systems,
Inc. since 2005.
Rajeev Das (born 1968); 68 Lafayette Ave., Dumont, NJ 07628 --
Principal of Bulldog Investors, a group of investment funds and
Managing Member of the general partner of Opportunity Income
Plus L.P.; Currently director of Mexico Equity and Income Fund,
Inc. (since 2001) In 2006 served as director of Brantley
Capital.
None of the nominees except me owns any shares of Bancroft. My
wife and I beneficially own 14,363 shares. Each nominee has
consented to serve as a trustee if elected. There are no
arrangements or understandings between Opportunity Partners and
any nominee in connection with the nominations.
Please advise us immediately if this notice is deficient in any
way so that we can promptly cure any deficiency.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc
General Partner
1. The lawsuit itself appears to be motivated by malice.
In addition to the draconian relief sought and a complete lack
of merit to the allegation that we violated Section 12(d)(1)(A)
(See Goldstein v. Lincoln Nat'l Convertible Secs. Fund, Inc.,
140 F. Supp.2d 424, 435 (E.D. Pa. 2001), vacated in part, appeal dismissed,
Goldstein v. Lincoln Nat'l Convertible Secs. Fund, Inc.,
No. 01-2258, 2003 WL 1846095 (3rd Cir. Apr. 02, 2003)), there is,
as we previously informed you, no longer a private right of action
under that section. (See meVC Draper Fischer Jurvetson Fund,
Inc., v. Millennium Partners, 260 F.Supp. 2d 616 (S.D.N.Y., 2003) )