UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1(a).  Name of Issuer:

Bancroft Fund Ltd.

Item 1(b).  Address of Issuer’s Principal Executive Offices:

65 Madison Avenue, Suite 550, Morristown, NJ  07960-7308

Item 2(a).  Names of Persons Filing:

Erik E. Bergstrom

Erik E. Bergstrom Living Trust U/A Dated 12/6/74

Edith H. Bergstrom

Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust

Item 2(b).  Address of Principal Business Office or, if none, Residence:

The business address of Erik E. Bergstrom, Erik E. Bergstrom Living Trust U/A Dated 12/6/74 and Edith H. Bergstrom is P.O. Box 126, Palo Alto, California 94302.  The business address of the Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust is P.O. Box 520, Palo Alto, California 94302.

Item 2(c).  Citizenship:

See Items 4 to pages 2-5 which Items are incorporated by reference herein.

Item 2(d).  Title of Class of Securities:

Shares of Beneficial Interest

Item 2(e).  CUSIP Number:

059695106

Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

¨         (a)            Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

¨         (b)           Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

¨         (c)            Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

¨         (d)           Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).

¨         (e)            An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

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¨         (f)            An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

¨         (g)           A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

¨         (h)           A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
 (12 U.S.C. 1813);

¨         (i)             A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

¨         (j)             Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.     Ownership.

The following table specifies as February 3, 2010 the number of Shares of Beneficial Interest as to which each person named in Item 2(a) has sole or shared power to vote or direct the vote or to dispose or direct the disposition, as well as the percentages such shares constitute of the Shares of Beneficial Interest reported to be outstanding as of October 31, 2009 in the Issuer’s Form N-CSR (Certified Shareholder Report of Registered Management Investment Companies) filed with the Securities and Exchange Commission on January 8, 2010.

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Item 5.     Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X].

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.     Identification and Classification of Members of the Group

See Exhibit 1

Item 9.     Notice of Dissolution of Group

Not applicable.

Item 10.    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

EXHIBIT INDEX

Exhibit 1                   Identify of Group Members                  Page 10

Exhibit 2                   Joint Filing Undertaking                       Page 11

 

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 EXHIBIT 1

IDENTITY OF GROUP MEMBERS

Erik E. Bergstrom

Erik E. Bergstrom Living Trust U/A Dated 12/6/74

Edith H. Bergstrom

Erik E. and Edith H. Bergstrom Foundation, a Charitable Trust

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EXHIBIT 2

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

 

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