UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act File number: 811-01528
Bruce Fund, Inc.
(Exact name of registrant as specified in charter)
20 North Wacker Drive, Suite 2414, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Terry Gallagher
Unified Fund Services, Inc.
431 N. Pennsylvania St.
Indianapolis, IN 46204
(Name and address of agent for service)
Registrant's telephone number, including area code: 312-236-9160
Date of fiscal year end: 6/30
Date of reporting period: 07/01/05 - 06/30/06
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Secs. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Sec. 3507.
The Bruce Fund
| | | Shareholder | Description of the | Matter Proposed By: | Vote: | Fund Cast its Vote |
Ticker | Cusip | Name | Meeting | Matter Voted On | Management (M) | Yes (Y) or | For, Against, | For Management or |
| | | Date | | Shareholders (S) | No (N) | or Abstain | Against Management |
EDAP | 268311107 | EDAP TMS S.A. | 06/29/06 | Approval of the Accounts & Granting of a Release to the Members of the Board of Directors for their Mgmt. | M | Yes | For | For Management |
| | | | Allocation of the Loss for the Fiscal Year Ended December 31st, 2005. | M | Yes | For | For Management |
| | | | Approval of the Special Report fo the Statutory Auditors | M | Yes | For | For Management |
| | | | Determination of the Attendance fees to be Allocated to the Board of Directors | M | Yes | For | For Management |
| | | | Renewal of Statutory Auditors | M | Yes | For | For Management |
| | | | Authorization to be Granted to the Board to Increase Share Capital, Subject to Preferential Subscription Rights. | M | No | Against | Against Management |
| | | | Authorization to be Granted to the Board of Directors to Increase Share Capital, without Preferential Subscription Rights in Favor of these Persons or Legal Entities. | M | No | Against | Against Management |
| | | | Authorization to be Granted to the Board to Increase the Number of Shares to be Issued in Connection with a Capital Increase with or without Preferential Subscription Rights. | M | No | Against | Against Management |
| | | | Authorization to be Granted to the Board to Increase Share Capital without Preferential Subscription Rights. | M | No | Against | Against Management |
| | | | | | | | |
SOLI | 83422R106 | Solitario Resources Corporation | 06/27/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratification of Appointment of Independent Registered Public Accountant | M | Yes | For | For Management |
| | | | Approve the Solitario Resources Corporation 2006 Stock Option Incentive Plan | M | Yes | For | For Management |
| | | | To Transact such Other Business as May Properly come Before the Meeting and All Ajornments Thereof. | M | Yes | For | For Management |
| | | | | | | | |
| | | | | | | | |
ICGE | 46059C205 | Internet Capital Group, Inc. | 06/16/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratification of Independent Registered Public Accountant | M | Yes | For | For Management |
| | | | Other Matters | M | Yes | - | - |
| | | | | | | | |
ASGRE | 02364L109 | America Service Group, Inc. | 06/14/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. | M | Yes | For | For Management |
| | | | | | | | |
ATPG | 00208J108 | ATP Oil & Gas Corporation | 06/14/06 | Election of Directors | M | Yes | For | For Management |
| | | | To Ratify the Appointment of Deloitte & Touche LLP as Independent Auditors of the Company for the Fiscal Year Ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
EPEX | 279862106 | Edge Petroleum Corp. | 06/07/06 | Election of Directors | M | Yes | For | For Management |
| | | | Proposal to Approve the Incentive Plan, Including an Amendment to Increase the Number of Authorized Shares Reserved for Issuance under the Incentive Plan from 1,700,000 to 2,200,000. | M | Yes | For | For Management |
| | | | Proposal to Approve the Appointment of BDO Seidman, LLP as the Independent Registered Public Accounting Firm for the Company For 2006. | M | Yes | For | For Management |
| | | | | | | | |
CVTX | 126667104 | CV Therapeutics, Inc. | 06/06/06 | Election of Directors;01-Louis G. Lange, 02-Peter Barton Hutt, 03-Thomas E. Shenk | M | Yes | For | For Management |
| | | | To Approve the Amendment and Restatement of the Company's Employee Stock Purchase Plan. | M | No | Against | Against Management |
| | | | To Approve the Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation. | M | No | Against | Against Management |
| | | | To Ratify the Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
CVTX | 126667104 | CV Therapeutics, Inc. | 06/06/06 | Election of Directors;01-Louis G. Lange, 02-Peter Barton Hutt, 03-Thomas E. Shenk | M | Yes | For | For Management |
| | | | To Approve the Amendment and Restatement of the Company's Employee Stock Purchase Plan. | M | No | Against | Against Management |
| | | | To Approve the Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation. | M | No | Against | Against Management |
| | | | To Ratify the Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
CVTX | 126667104 | CV Therapeutics, Inc. | 06/06/06 | Election of Directors;01-Louis G. Lange, 02-Peter Barton Hutt, 03-Thomas E. Shenk | M | Yes | For | For Management |
| | | | To Approve the Amendment and Restatement of the Company's Employee Stock Purchase Plan. | M | Yes | For | For Management |
| | | | To Approve the Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation. | M | Yes | For | For Management |
| | | | To Ratify the Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
NEXM | 652903105 | Nexmed, Inc. | 06/05/06 | Election of Directors | M | Yes | For | For Management |
| | | | To Consider and Vote upon a Proposal to Approve and Adopt the Nexmed, Inc. 2006 Stock Incentive Plan. | M | Yes | For | For Management |
| | | | Ratification of the Appoinment of PriceWaterHouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company. | M | Yes | For | For Management |
| | | | | | | | |
RPRN | 76026W208 | Reptron Electronics, Inc. | 05/23/06 | Election of Directors | M | Yes | For | For Management |
| | | | Approval of Amendment to the Reptron Electronics, Inc. Stock Option Plan to Increase the Number of Shares Reserved for Issuance Thereunder. | M | Yes | For | For Management |
| | | | | | | | |
SEPR | 817315104 | Sepracor Inc. | 05/18/06 | Election of Directors | M | Yes | For | For Management |
| | | | To approve an amendment to our 2000 stock incentive plan increasing from 9,500,000 to 11,500,000 the number of shares of our common stock reserved for issuance under the 2000 plan. | M | Yes | No | Against Management |
| | | | To approve an amendment to our 1998 employee stock purchase plan increasing from 900,000 to 1,400,000 the number of shares of our common stock reserved for issuance under the 1998 plan. | M | Yes | No | Against Management |
| | | | To ratify the selection of Pricewaterhousecoopers LLP as our independent registered public accounting firm for the current fiscal year. | M | Yes | For | For Management |
| | | | | | | | |
ARGN | 03070L300 | Amerigon Inc. | 05/18/06 | Election of Directors; 01-Francis J. Castaing, 02- James J. Paulsen | M | Yes | For | For Management |
| | | | To approve the Amerigon Incorporated 2006 equity incentive plan. | M | Yes | For | For Management |
| | | | | | | | |
ARGN | 03070L300 | Amerigon Inc. | 05/18/06 | Election of Directors; 01-John W. Clark, 02-Robert T. Howard, 03-Oscar B. Marx III | M | Yes | For | For Management |
| | | | To approve the Amerigon Incorporated 2006 equity incentive plan. | M | Yes | For | For Management |
| | | | | | | | |
TWI | 88830M102 | Titan International, Inc. | 05/18/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratification of independent registered public accounting firm to ratify the selection of Pricewaterhousecoopers LLP as the independent registered public accounting firm for 2006. | M | Yes | For | For Management |
| | | | | | | | |
DAR | 237266101 | Darling International, Inc. | 05/15/06 | Proposal to approve and adopt the asset purchase agreement dated as of December 19, 2005, by and among Darling International Inc., National By-Products, LLc, and a wholly-owned subsidiary of Darling International Inc., | M | Yes | For | For Management |
| | | | Proposal to approve one or more adjourments of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve proposal 1 above. | M | Yes | For | For Management |
| | | | | | | | |
ABSSF | 00927V200 | Airboss of America Corp. | 05/11/06 | Election of Directors | M | Yes | For | For Management |
| | | | In respect to the appointment of KPMG LLP, Chartered Accountants, as auditors of the Company and the authorization of the directors to fix their remuneration as described in the Management Information Circular dated March 23, 2006. | M | Yes | For | For Management |
| | | | | | | | |
SERO | 817523103 | Serologicals Corp. | 05/10/06 | Election of Directors | M | Yes | For | For Management |
| | | | To ratify the appointment of independent auditors for the fiscal year ended December 31, 2006. | M | Yes | For | For Management |
GAN | 363127200 | Gainsco, Inc. | 05/10/06 | Election of Directors | M | Yes | For | For Management |
| | | | | | | | |
QLTI | 746927102 | QLT, Inc. | 05/09/06 | Election of Directors | M | Yes | For | For Management |
| | | | To appoint Deloitte & Touche LLP as independent auditors and to authorize the directors to fix the remuneration to be paid to the auditors. | M | Yes | For | For Management |
| | | | | | | | |
PBIZ | 74267D203 | Private Business, Inc. | 05/04/06 | Election of Directors | M | Yes | For | For Management |
| | | | To amend our charter to change our name from Private Business, Inc. to Goldleaf Financial Solutions, Inc. | M | Yes | For | For Management |
| | | | To amend our charter to combine shares of our common stock to effect one of the following reverse stock splits, only one of which, if any, is to be effected as finally approved by our Board of Directors, all as more fully described in the proxy statement. | M | Yes | For | For Management |
| | | | | | | | |
DOC | 253830103 | Digital Angel Corporations | 05/04/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratifying the appointment to Eisner LLP as independent auditors for the fiscal year ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
RLI | 749607107 | RLI Corp. | 05/04/06 | Election of Directors | M | Yes | For | For Management |
| | | | Approval of RLI incentive compensation plan | M | No | Against | Against Management |
| | | | Approve the appointment of KPMG LLP as the company's independent registered public accounting firm. | M | Yes | For | For Management |
| | | | | | | | |
DAR | 237266101 | Darling International, Inc. | 05/04/06 | Election of Directors | M | Yes | For | For Management |
| | | | | | | | |
WIRE | 292562105 | Encore Wire Corporation | 05/02/06 | Election of Directors | M | Yes | For | For Management |
| | | | Proposal to approve the amendment to the company's 1999 stock option plan. | M | No | Against | Against Management |
| | | | Proposal to ratify the appointment ot Ernst & Young LLP as independent auditors of the company for the fiscal year ending December 31, 2006. | M | Yes | For | For Management |
| | | | | | | | |
IBAS | 450732102 | Ibasis, Inc. | 05/02/06 | Election of Directors | M | Yes | For | For Management |
| | | | Proposal to amend first amended and restated certificate of incorporation | M | Yes | For | For Management |
| | | | Proposal to ratify and appoint Deloitte & Touche LLP as independent registered public accounting firm. | M | Yes | For | For Management |
| | | | | | | | |
PFE | 717081103 | Pfizer, Inc. | 04/27/06 | Election of Directors | M | Yes | For | For Management |
| | | | A proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for 2006. | M | Yes | For | For Management |
| | | | Management proposal to amend company's restated certificate of incorporation to eliminate supermajority vote requirements and fair price provision. | M | Yes | For | For Management |
| | | | Shareholder proposal relating to term limits for directors | Shareholders | No | Against | Against Management |
| | | | Shareholder proposal requesting reporting on pharmaceutical price restraint | Shareholders | No | Against | Against Management |
| | | | Shareholder proposal relating to cumulative voting | Shareholders | No | Against | Against Management |
| | | | Shareholder proposal requesting separation of roles of chairman and ceo | Shareholders | No | For | Against Management |
| | | | Shareholder proposal requesting a report on political contributions | Shareholders | No | For | Against Management |
| | | | Shareholder proposal requesting a report on the feasibility of amending Pfizer's corporate policy on laboratory animal care and use. | Shareholders | No | For | Against Management |
| | | | Shareholder proposal requesting justification for financial contributions which advance animal-based testing methodologies. | Shareholders | No | Against | Against Management |
| | | | | | | | |
MRK | 589331107 | Merck & Co., Inc. | 04/25/06 | Election of Directors | M | Yes | For | For Management |
| | | | Ratification of the appointment of the Company's Independent Registered Public Accounting Firm for 2006 | M | Yes | For | For Management |
| | | | Proposal to adopt the 2007 incentive stock plan | M | Yes | For | For Management |
| | | | Proposal to adopt the 2006 non-employee directors stock option plan | M | Yes | For | For Management |
| | | | Stockholder proposal concerning stock option awards | Shareholders | Yes | For | Against Management |
| | | | Stockholder proposal concerning non-director shareholder votes | Shareholders | Yes | For | Against Management |
| | | | Stockholder proposal concerning an animal welfare policy report | Shareholders | No | Against | For Management |
| | | | | | | | |
ADB.V | 007131105 | Admiral Bay Resources, Inc. | 01/18/06 | Election of Directors | M | Yes | For | For Management |
| | | | The re-appointment of McGovern, Hurley, Cunningham, LLP, chartered accountants, as auditors of the corporation and to authorize the Board of Directors of tix their remuneration. | M | Yes | For | For Management |
| | | | A special resolution authorizing the continuation of the corporation from Ontario to British Columbia | M | Yes | For | For Management |
| | | | The re-establishment of a 10% rolling stock option plan | M | Yes | For | For Management |
| | | | | | | | |
ADB.V | 007131105 | Admiral Bay Resources, Inc. | 01/18/06 | Election of Directors | M | Yes | For | For Management |
| | | | The re-appointment of McGovern, Hurley, Cunningham, LLP, chartered accountants, as auditors of the corporation and to authorize the Board of Directors of tix their remuneration. | M | Yes | For | For Management |
| | | | A special resolution authorizing the continuation of the corporation from Ontario to British Columbia | M | Yes | For | For Management |
| | | | The re-establishment of a 10% rolling stock option plan | M | Yes | For | For Management |
| | | | | | | | |
SQUM.OB | 81735E101 | Sequiam Corporation | 12/16/05 | Election of Directors | M | Yes | For | For Management |
| | | | To approve the amendment to section 4.3 of the company's bylaws as amended and restated by the Board of Directors. | M | Yes | For | For Management |
| | | | To transact such other business as may properly come before the meeting. | M | Yes | For | For Management |
| | | | | | | | |
ARD | 040049108 | Arena Resources, Inc. | 12/15/05 | Election of Directors | M | Yes | For | For Management |
| | | | Amendment of stock option plan: to amend the stock option plan to increase the number of shares of common stock subject to the plan from 1,500,000 to 2,000,000, and to provide | M | Yes | For | For Management |
| | | | | | | | |
PBIZ | 74267D203 | Private Business, Inc. | 12/07/05 | Approval of the merger and the issuance of securities in connection therewith | M | Yes | For | For Management |
| | | | Approval of the issuance of warrants to Lightyear PBI Holdings in connection with the backstop financing commitment | M | Yes | For | For Management |
| | | | Approval of the issuance of preferred stock and warrants as payment in kind in lieu of cash dividends to Lightyear PBI Holdings. | M | Yes | For | For Management |
| | | | Approval of Private Business, Inc. 2005 long term equity incentive plan. | M | Yes | For | For Management |
| | | | | | | | |
RURL | 781748108 | Rural/Metro Corporation | 12/01/05 | Election of Directors | M | Yes | For | For Management |
| | | | | | | | |
OPTV | G67543101 | OpenTV Corporation | 11/10/05 | Election of Directors | M | Yes | For | For Management |
| | | | Approve the OpenTV Corp. 2005 incentive plan. | M | No | Against | Against Management |
| | | | Ratify our Board of Directors' selection of KPMG LLP as our independent auditors for our 2005 fiscal year. | M | Yes | For | For Management |
| | | | | | | | |
GAN | 363127101 | Gainsco, Inc. | 11/09/05 | Election of Directors | M | Yes | For | For Management |
| | | | To approve a one-for-four reverse stock split of the company's common stock. | M | Yes | For | For Management |
| | | | To approve the Gainsco, Inc. 2005 long-term incentive plan. | M | No | Against | Against Management |
| | | | | | | | |
TMAV | 887151108 | Timco Aviation Services, Inc. | 10/07/05 | Election of Directors | M | Yes | For | For Management |
| | | | To approve the amendment to our certificate of incorporation declassifying the Board of Directos | M | Yes | For | For Management |
| | | | To reduce the number of authorized shares of common stock from 500 million to 100 million | M | Yes | For | For Management |
| | | | To approve the amendment to ur articles of incorporation providing for one-new-share-for-40-old-shares reverse stock split. | M | Yes | For | For Management |
| | | | To approve a rights offering to stockholders and to allow our principal stockholder to use a note due to him from us to pay for shares available for him to purchase in the rights offering. | M | Yes | For | For Management |
| | | | To adopt a change in the 2003 stock incentive plan to change the number of shares available for issuance under the plan to 2.5 million post-reverse split shares. | M | Yes | For | For Management |
| | | | To ratify the selection of Grant Thornton LLP as our registered independent accounting firm. | M | Yes | For | For Management |
| | | | To transact such other business as may properly come before the meeting. | M | Yes | For | For Management |
| | | | | | | | |
TMI | 878155100 | Team, Inc. | 09/29/05 | Election of Directors | M | Yes | For | For Management |
| | | | Election of class II Director of the company | M | Yes | For | For Management |
| | | | Approval of the appointment of KPMG LLP as independent public accountants of the company for fiscal 2006. | M | Yes | For | For Management |
| | | | | | | | |
UHAL | 023586100 | Amerco | 08/26/05 | Election of Directors | M | Yes | For | For Management |
| | | | | | | | |
HFDXX | 608993408 | Huntington Money Market Fund | 06/22/06 | Election of Directors | M | Yes | For | For Management |
| | | | To ratify the selection of Ernst & Young LLP as the Trust's independent auditors | M | Yes | For | For Management |
| | | | To make amendments to the Fund's fundamental investment polices regarding: (see below) | | | | |
| | | | diversification, concentration, issuing senior securities, lending, borrowing money, investments in commodites, investments in real estate, underwriting securities, pledging, mortgaging or hypothecating assets. | M | Yes | For | For Management |
| | | | To eliminate the Fund's fundamental investment policies regarding: (see below) | | | | |
| | | | Investing in illiquid securities, investments in new issuers, purchases on margin, short selling, certain transactions with "interested persons" of the Fund, | | | | |
| | | | investing in issuers owned by officers and Trustees, purchasing securities of other investment companies. | M | Yes | For | For Management |
| | | | To approve the proposed Agreement and Plan of Reorganization, whereby the Trust will be reorganized as a Delaware business trust. | M | Yes | For | For Management |
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.
Bruce Fund, Inc.
Robert B. Bruce, President
Date: August 22, 2006 By: /s/ R. Jeffrey Bruce R. Jeffrey Bruce, Secretary Date: August 22, 2006 |
