BRUCE FUND, INC.
20 North Wacker Drive
Suite 2414
Chicago, Illinois 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2000
November 29, 2000
Dear Shareholder:
The annual meeting of Bruce Fund, Inc. (the "Fund") will be held at
12:00 noon on Thursday, December 14, 2000 in the Conference Room at 500 West
Madison Street, 39th Floor, Chicago, Illinois 60661. The purpose of the
meeting is:
(1) to elect three directors of the Fund;
(2) to ratify or reject the selection of Grant Thornton LLP as
independent certified public accountant for the Fund for the
year ending June 30, 2001;
(3) to transact any other business that comes before the
Meeting.
Enclosed herewith is the Proxy Statement, which discusses each of the
above items. If you were a shareholder of the Fund at November 7, 2000 you
may vote at the meeting (or at any adjournment of the meeting). For those
who may not be able to attend, the enclosed Proxy is for your vote. Please
complete and return the Proxy to us. The Fund's latest annual report was
previously mailed to you.
R. Jeffrey Bruce
Secretary
BRUCE FUND, INC.
20 North Wacker Drive
Suite 2414
Chicago, Illinois 60606
___________________
PROXY STATEMENT
__________________
Your proxy is solicited by the Board of Directors of Bruce Fund, Inc.
for the annual meeting of shareholders to be held Monday, December 14, 2000,
and at any adjournments of the meeting.
ELECTION OF DIRECTORS
The Funds By-laws presently provide that the number of directors of the
Fund shall be not less than three. Proxies may not be voted for a greater
number of persons than the number of nominees.
The persons named below, with one exception, have served continuously on
the Board of Directors for more than 10 years. Mr. John R- Nixon was
elected to the Board in December 1999 to replace a retiring Director. The
three persons, identified and described below, will constitute the full
Board of Directors of the Fund until the next annual meeting of
stockholders, and until the successor of each shall have been duly elected
and shall have qualified. Robert B. Bruce currently owns shares of the
Fund. Information concerning the nominees, including certain information
supplied by them, is as follows:
Names and Ages of
Nominees to be Business Experience for Last
Directors of the Fund Five Years
Robert B. Bruce* 1974 to present--principal, Bruce and
Co.
Age 69 (investment adviser); 1982 to present--
Chairman of Board of Directors,
Treasurer, Professional Life & Casualty
Company (life insurance issuers).
*Mr. Bruce owns a controlling interest in Bruce and Co., the investment
adviser to the Fund, and is an Interested Person, as defined in the
Investment Company Act of 1940, of the Fund. He presently owns 8,384 shares
of the Fund.
Ward M. Johnson 1999 to present - President and Publisher, Johnson-
Age 63 Sandy Publishing L.L.C., Savannah, GA. 1978 to 1999 -
Manufacturer's agent representing manufacturers
of housewares, home furnishings, consumer
electronics products, and office equipment.
John R. Nixon More than 5 years including 2000-Independent
Age 59 securities trader, Member Chicago Board Options
Exchange.
All directors fisted above are presently
serving and each has agreed to continue
serving as a director of the Fund. Should any of the nominees become
unavailable,
however, it is intended that the persons named in the enclosed proxy will vote
for the
election of such other persons as the Board of Directors may recommend.
The Board of Directors does not have a nominating, audit or compensation
committee.
The above-named nominees for directors will receive a small annual fee from the
Fund
for services rendered as directors of the Fund during the year for which this
election is
being held; Mr. Bruce, the owner of the
investment advisor to the Fund, will not
receive
any fee.
INVESTMENT ADVISORY AGREEMENT
Bruce and Co. has been serving as investment adviser to the Fund under an
Investment
Advisory Agreement since 1983.
Bruce and Co. is an Illinois corporation located
at 20
North Wacker Drive (Suite 2414), Chicago, Illinois 60606. Robert B. Bruce is
the
principal executive officer and owns controlling interest in the adviser- his
office is
also at 20 North Wacker Drive (Suite 2414), Chicago, Illinois 60606. He is a
nominee for
election as a director of Bruce Fund, Inc.
On October 18, 2000, at a meeting of the Board of Directors called for the
purpose
of considering the terms of the Investment Advisory Agreement and voting upon
approval
thereof, the independent directors
present in person voted to approve and extend
the
Investment Advisory Agreement with Bruce and Co. dated September 30, 1996.
Bruce and Co.'s compensation for its services to the Fund are, and at all times
have
been, calculated as follows:
Annual Percentage Fee Applied To Net Assets Of Fund
1.0% Up to $20,000,000; plus
0.6% $20,000,000 through $100,000,000;
plus
0.5% over $100,000,000
Bruce and Co. received fees of $24,272 from the Fund during the fiscal year
ended June 30, 2000.
The Fund paid minimal brokerage commissions during 2000. The Fund
also purchased securities from dealers acting as principals. These
transactions are at net prices which include markups for the dealers. None
of the broker-dealers with whom the Fund dealt was affiliated in any manner
with the Fund, or with any affiliated person of the Fund, including the
investment adviser.
Brokers are selected by Bruce and Co. to effect securities
transactions for the Fund based on the adviser's overall evaluation of the
commission rates charged, the reliability and quality of the broker's
services and the value and expected contribution of such services to the
performance of the Fund. Where commissions paid reflect services furnished
in addition to execution, such commissions may, on occasion, be somewhat
higher than could be obtained from brokers not supplying such services. The
adviser considers the supplementary research and statistical or other
factual information provided by dealers in allocating portfolio business to
dealers. Such allocation is not on the basis of any formula, agreement or
understanding.
The Board of Directors of the Fund has in previous years permitted the
Fund to pay brokerage commissions which may be in excess of those which
other brokers might have charged for effecting the same transactions, in
recognition of the value of the brokerage and research services provided by
the executing brokers. The research which is received from brokers includes
such matters as information on companies, industries, areas of the economy
and market factors. The information received may or may not be useful to
the Fund, and may or may not be useful to the investment adviser in
servicing other of its accounts. Bruce and Co. has attempted and will
attempt to evaluate the overall reasonableness of the commissions paid by
the Fund by attempting to negotiate commissions which are within a
reasonable range, in the light of any knowledge available as to the levels
of commissions being charged, but keeping in mind the brokerage and research
services provided. None of the Fund's securities transactions during the
last fiscal year were placed pursuant to an agreement or understanding with
a broker or otherwise through an
internal allocation procedure because of research services provided.
RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Registration of the Fund shares under the Securities Act of 1933 requires
the Fund to make at least annual filings with the Securities and Exchange
Commission, which filings include financial statements which must be signed
or certified by an independent public accountant. The Board of Directors
has unanimously selected the firm of Grant Thornton LLP, 130 East Randolph
Street, Chicago, Illinois to serve as such independent public accountant
for the fiscal year ending in 2001, and will submit this selection for
ratification or rejection by the stockholders. The Annual Report for
fiscal 2000 was mailed to shareholders in August, 2000. The Fund does not
plan to request a representative of Arthur Andersen LLP (which certified
the June 30, 2000 financial statements) to be present at the annual
meeting.
QUORUM AND VOTE REQUIRED
The presence in person or by proxy of the holders of record of
a majority of the issued and outstanding capital stock constitutes a
quorum at all meetings of stockholders of the Fund. All matters
described in this Proxy Statement will be decided by a majority of
all votes cast at a duly constituted meeting.
REVOCABILITY OF PROXY AND OTHER MATTER
The enclosed form of proxy, when signed and returned, may
nevertheless be revoked at any time prior to its exercise by written
notice to the Fund, execution of a subsequent proxy or personal
attendance at the Meeting. Unless so revoked, the enclosed form of
proxy, properly executed and returned, will be voted in accordance
with the instructions thereon. The proxy will be voted in favor of
each nominee for director named herein unless a choice is indicated
to withhold authority to vote for all of the listed nominees or any
individual nominee. As to the proposal, the proxy will be voted in
favor of that proposal unless a choice is indicated to vote against
or to abstain from voting on that proposal.
This statement is being mailed to stockholders of the Fund on
or about November 29, 2000. The solicitation of proxies for the
Meeting will be made primarily by mail, but some solicitation may
take place by telephone, telegraph and personal interview. The Fund
will be responsible for the direct payment of all costs, fees and
expenses in connection with such solicitation.
Only stockholders of record at the close of business on
November 7, 2000, the record date for the Meeting, will be entitled
to vote at the Meeting. At the close of business on the record date
there were 19,694 shares of the Fund outstanding and entitled to
vote. Each such share entitles the holder of record to one vote.
PROPOSALS OF SECURITY HOLDINGS
Any Fund security holder who wishes to present a proposal to
the next (2001) annual meeting of shareholders must make such
submission in sufficient time for it to be received at Bruce Fund,
Inc.'s executive offices not less than 120 days in advance of the
month and day of this proxy statement.
Board of Directors
BRUCE FUND, INC.
November 29, 2000
Chicago, Illinois
BRUCE FUND, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert B. Bruce, Ward M. Johnson, and
John R. Nixon and each of
them, proxies to the undersigned, with full power of substitution, to
vote and act with respect
to all shares of Bruce Fund, Inc. (the "Fund") to which the undersigned
is entitled to vote and
act as fully as the undersigned could vote and act if personally
present at the Annual Meeting
of Stockholders, to be held Thursday, December 14, 2000 at 12:00 noon
in the Conference Room at
500 West Madison Street, 39th Floor, Chicago, IL 60661
Unless otherwise specified, the shares represented hereby shall he
voted "FOR" each proposal.
Please mark below in blue or black ink.
1. Election of DIRECTORS
FOR all nominees listed below ____________
(except as marked to the contrary below) ____________
WITHHOLD AUTHORITY to vote ____________
For all nominees listed below ____________
Nominees: Robert B. Bruce, Ward M. Johnson, and John R. Nixon
(INSTRUCTION: To withhold authority to vote for any individual nominee
or nominees,
write each such nominee's name in the space provided)
:__________________________________
2. For approval of Grant Thornton LLP to act as independent
certified public
accountant for the Fund for the present fiscal year
FOR _________ AGAINST___________ ABSTAIN___________
3. In their discretion upon such other as may properly come before
the meeting.
FOR _________ AGAINST___________ ABSTAIN___________
The Board of Directors recommends that stockholders vote FOR each of
the proposals.
Receipt of the Notice of Annual Meeting of
Stockholders and related Proxy Statement, dated
November 29, 2000 is hereby acknowledged.
Dated:_______________________________________
Signature:____________________________________
Signature:____________________________________
Please sign, date and return the Proxy promptly using the enclosed
enevlope.
