Bruce Fund N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

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)

R. Jeffrey Bruce

Bruce & Co.

20 North Wacker Drive, Suite 2414

Chicago, IL 60606

(Name and address of agent for service)

Registrant’s telephone number, including area code: 312-236-9160

Date of fiscal year end: 06/30

Date of reporting period: 06/30/17

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR 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 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. § 3507.

Item 1. Reports to Stockholders.

2017

BRUCE FUND, INC.

ANNUAL

REPORT

Report to Shareholders

June 30, 2017

20 North Wacker Drive  ●  Suite 2414  ●  Chicago, Illinois 60606  ●  (312) 236-9160

Management’s Discussion and Analysis (Unaudited)

The Bruce Fund (the “Fund”) shares produced a total return of 3.74% for the year ended June 30, 2017, compared to a total return of 17.90% for the S&P 500 Index for the same period. Stock markets performed well in the period and the Fund significantly underperformed the averages for the year. The Fund’s defensive and cautious posture with utilities, pharmaceutical and large dividend paying stocks created small positive returns. The Fund’s positions in U.S. Treasury bonds as well as the large cash position tempered the gain. The bonds as well as the stocks in the portfolio encompass significant investment risks.

We continue to believe that the worldwide economy remains fragile, and is likely to produce weaker than expected activity. With lackluster growth and excessive leverage, the risks skew to the downside and we feel caution is warranted. We believe that all the monetary stimulus has created artificial demand and pulled forward tomorrow’s consumption. The geopolitical, economic and policy uncertainties are especially robust, so asset deflation remains a risk, and a more conservative posture is warranted.

Management continues to screen investment opportunities for their long-term capital appreciation potential versus the risks that investment might present. The Fund’s strategy encompasses significant investment risks, which should be reviewed in the prospectus.

Shareholders are invited to use the toll-free number (800) 872-7823 to obtain any Fund information (including the proxy voting record), or can visit www.thebrucefund.com, to obtain the same.

1

Investment Results (Unaudited)

Average Annual Total Returns for the Periods Ended June 30, 2017

Fund/Index	1 Year		5 Year		10 Year
Bruce Fund		3.74%		10.28%		6.88%
S&P 500® Index*		17.90%		14.63%		7.18%
The net expense ratio as of the most recent prospectus dated October 28, 2016 was 0.70%, which represented the fiscal year ended June 30, 2016. Additional information pertaining to the Fund’s expense ratios as of June 30, 2017 can be found in the financial highlights .

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling l-800-872-7823.

* The S&P 500^® Index (the “Index”) is an unmanaged index that assumes reinvestment of all distributions and excludes the effect of taxes and fees. The Index is a widely recognized unmanaged index of equity prices and is representative of a broader market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company and may be obtained by calling the same number as above. Please read it carefully before investing.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

The chart above assumes an initial investment of $10,000 made on June 30, 2007 and held through June 30, 2017. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price.

Current performance may be lower or higher than the performance data quoted. For more information on the Bruce Fund, and to obtain performance data current to the most recent month end, please call 1-800-872-7823. Investing in the Fund involves certain risks that are discussed in the Fund’s prospectus. Please read the prospectus carefully before you invest or send money.

The Fund is distributed by Unified Financial Securities, LLC member FINRA/SIPC.

2

Fund Holdings (Unaudited)

¹  As a percent of net assets.

²  Ratio rounds to less than 0.05%.

Investment Objective

The investment objective of the Bruce Fund is long-term capital appreciation.

Availability of Portfolio Schedule

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Qs are available at the SEC’s website www.sec.gov. The Fund’s Form N-Qs are also available by calling the Fund at (800) 872-7823. The Fund’s Form N-Qs may be reviewed and copied at the Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

3

Bruce Fund

Schedule of Investments

June 30, 2017

Shares/ Principal Amount			Fair Value
	COMMON STOCKS – 52.8%
		Consumer Discretionary 3.4%
	350,000	General Motors Co.	$	12,225,500
	1,357,843	Sirius XM Holdings, Inc.		7,427,401
				19,652,901
		Consumer Staples 0.7%
	50,000	Bunge Ltd. (Bermuda)		3,730,000
		Energy 0.1%
	155,968	PetroQuest Energy, Inc.*		308,817
		Financials 4.4%
	250,000	Allstate Corp.		22,110,000
	211,502	GAINSCO, Inc.		3,386,147
				25,496,147
		Health Care 11.6%
	124,500	Abbott Laboratories		6,051,945
	124,500	AbbVie, Inc.		9,027,495
	155,677	Agenus, Inc.*		608,697
	50,000	Allergan PLC		12,154,500
	416,746	Durect Corp.*		650,124
	733,094	EDAP TMS S.A. ADR*		2,419,210
	200,000	Merck & Co., Inc.		12,818,000
	9,926	Perrigo Co. PLC (Ireland)		749,612
	350,000	Pfizer, Inc.		11,756,500
	3,170	Prothena Corp. PLC (Ireland)*		171,560
	34,581	Supernus Pharmaceuticals, Inc.*		1,490,441
	100,000	Synergy Pharmaceuticals, Inc.*		445,000
	500,000	Valeant Pharmaceuticals International, Inc.*		8,650,000
				66,993,084
		Industrials 9.9%
	153,400	AMERCO		56,153,604
	1,070,073	Astrotech Corp.*		1,027,056
				57,180,660
		Information Technology 2.2%
	130,000	Actua Corp.*		1,826,500
	70,000	International Business Machines Corp.		10,768,100
				12,594,600
		Materials 2.0%
	25,000	Ashland Global Holdings, Inc.		1,647,750
	590,671	Flotek Industries, Inc.*		5,280,599
	200,000	Goldcorp, Inc. (Canada)		2,582,000
	199,270	Solitario Exploration & Royalty Corp.*		133,511
	68,633	Valvoline, Inc.		1,627,975
				11,271,835

See accompanying notes which are an integral part of the financial statements.

4

Bruce Fund

Schedule of Investments (continued)

June 30, 2017

Shares/ Principal Amount			Fair Value
	COMMON STOCKS – (continued)
		Utilities 18.5%
	200,000	Avista Corp.	$	8,492,000
	296,212	Calpine Corp.*		4,007,748
	450,000	CMS Energy Corp.		20,812,500
	300,000	Duke Energy Corp.		25,077,000
	200,000	NextEra Energy, Inc.		28,026,000
	22,560	WEC Energy Group, Inc.		1,384,733
	400,000	Xcel Energy, Inc.		18,352,000
				106,151,981
		Total Common Stocks (Cost $186,902,201)		303,380,025
	CONVERTIBLE PREFERRED STOCKS – 1.1%
		Consumer Staples 0.5%
	27,400	Bunge Ltd. (Bermuda), 4.88%		2,856,450
		Energy 0.6%
	187,230	PetroQuest Energy, Inc., Series B, 6.88%		3,370,140
		Total Convertible Preferred Stocks (Cost $9,311,505)		6,226,590
	CORPORATE BONDS – 6.3%
		Consumer Discretionary 0.3%
	1,500,000	Land O’Lakes Capital Trust I, 7.45%, 3/15/28(a)		1,728,750
				��
		Energy 1.0%
	100,419,000	ATP Oil & Gas Corp., 11.88%, 5/1/15(b)		1,004
	515,000	Gevo, Inc., 7.50%, 7/1/22, Callable 7/1/17 @ 100(c)		412,000
	7,383,226	PetroQuest Energy, Inc., 10.00%, 2/15/21, Callable 2/15/18 @ 105(a)		5,334,381
				5,747,385
		Financials 1.2%
	6,000,000	Security Benefit Life Insurance Co., 7.45%, 10/1/33(a)(c)		7,020,000
		Health Care 1.9%
	1,000,000	AMAG Pharmaceuticals, Inc., 7.88%, 9/1/23(a)		966,250
	5,009,000	Fluidigm Corp., 2.75%, 2/1/34, Callable 2/6/21 @ 100		3,155,670
	2,000,000	Pernix Therapeutics Holdings, Inc., 4.25%, 4/1/21		595,000
	1,500,000	Synergy Pharmaceuticals, Inc., 7.50%, 11/1/19(a)		2,663,437
	4,000,000	Valeant Pharmaceuticals International, Inc., 6.13%, 4/15/25(a)		3,400,000
				10,780,357
		Utilities 1.9%
	4,000,000	Constellation Energy Group, Inc., 7.60%, 4/1/32		5,286,696
	5,000,000	GenOn Americas Generation LLC, 9.13%, 5/1/31		4,475,000
	1,000,000	ONEOK, Inc., 6.00%, 6/15/35		1,078,800
				10,840,496
		Total Corporate Bonds (Cost $33,345,498)		36,116,988

See accompanying notes which are an integral part of the financial statements.

5

Bruce Fund

Schedule of Investments (continued)

June 30, 2017

Shares/ Principal Amount			Fair Value
	CONVERTIBLE CORPORATE BONDS – 5.8%
		Health Care 5.8%
	5,000,000	AMAG Pharmaceuticals, Inc., 2.50%, 2/15/19	$	5,162,500
	12,951,497	deCODE Genetics, Inc., 3.50%, 4/15/11(b)(c)(d)		32,379
	2,000,000	Inotek Pharmaceuticals Corp., 5.75%, 8/1/21		1,212,500
	21,690,000	MannKind Corp., 5.75%, 8/15/18(c)		14,098,500
	1,500,000	Supernus Pharmaceuticals, Inc., 7.50%, 5/1/19		12,207,187
	2,000,000	Xtant Medical Holdings, Inc., 6.00%, 7/15/21(a)(c)		800,000
		Total Convertible Corporate Bonds (Cost $40,080,953)		33,513,066
	U.S. GOVERNMENT BONDS 20.7%
	20,000,000	U.S. Treasury “Strips”, 0.00%, 11/15/45		8,737,000
	35,000,000	U.S. Treasury “Strips”, 0.00%, 5/15/42		17,148,670
	16,000,000	U.S. Treasury “Strips”, 0.00%, 2/15/45		7,150,288
	30,000,000	U.S. Treasury “Strips”, 0.00%, 8/15/28		23,035,470
	30,000,000	U.S. Treasury “Strips”, 0.00%, 8/15/29		22,403,340
	20,000,000	U.S. Treasury “Strips”, 0.00%, 2/15/36		12,449,760
	20,000,000	U.S. Treasury “Strips”, 0.00%, 5/15/44		9,197,240
	20,000,000	U.S. Treasury “Strips”, 0.00%, 5/15/46		8,606,120
	20,000,000	U.S. Treasury “Strips”, 0.00%, 2/15/41		10,226,980
		Total U.S. Government Bonds (Cost $100,564,556)		118,954,868
	U.S. MUNICIPAL BONDS 0.0%
	972,551	Indianapolis Airport Authority, 6.50%, 11/15/31(b)(d)		2,140
		Total U.S. Municipal Bonds (Cost $162,383)		2,140
	MONEY MARKET – 13.2%
	76,139,664	Morgan Stanley Institutional Liquidity Government Portfolio – Class I, 0.84%(e)		76,139,664
		Total Money Market (Cost $76,139,664)		76,139,664
		Total Investments (Cost $446,506,760) 99.85%		574,333,341
		Other Assets in Excess of Liabilities 0.15%		869,746
		NET ASSETS 100.00%	$	575,203,087

(a) Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(b) In default.

(c) Security is currently being valued according to the fair value procedures approved by the Board of Directors.

(d) Illiquid security.

(e) Rate disclosed is the seven day effective yield as of June 30, 2017.

* Non-income producing security.

ADR – American Depositary Receipt

The sectors shown on the schedule of investments are based on Global Industry Classification Standard, or GICS^® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

See accompanying notes which are an integral part of the financial statements.

6

Bruce Fund

Statement of Assets and Liabilities

June 30, 2017

Assets:
Investments in securities, at market value (cost $446,506,760)	$	574,333,341
Dividends and interest receivable		1,778,687
Receivable for Fund shares sold		10,720
Prepaid expenses		17,765
Total Assets		576,140,513
Liabilities:
Payable for investments purchased		448,520
Payable for Fund shares redeemed		123,172
Accrued investment advisory fees		249,732
Other accrued expenses		116,002
Total Liabilities		937,426
Net Assets	$	575,203,087
Net Assets consist of:
Capital stock (1,100,010 shares of $1 par value capital stock issued and outstanding)	$	1,100,010
Paid in capital		435,208,537
Accumulated undistributed net investment income		5,978,521
Accumulated net realized gain on investments		5,089,438
Net unrealized appreciation on investments		127,826,581
Net Assets	$	575,203,087
Shares Outstanding: 2,000,000 shares authorized		1,100,010
Net asset value, offering and redemption price per share	$	522.91

7

See accompanying notes which are an integral part of the financial statements.

Bruce Fund

Statement of Operations

Year Ended June 30, 2017

Investment Income
Interest income	$	8,502,432
Dividends (Net of foreign taxes withheld of $1,500)		7,143,830
Total investment income		15,646,262
Expenses:
Investment advisory		3,060,934
Transfer agent		183,156
Administration		277,726
Fund accounting		102,560
Report printing		65,237
Audit		64,489
Registration		36,920
Custodian		49,887
Postage		27,646
Insurance		1,633
Other		5,015
Total expenses		3,875,203
Net Investment Income		11,771,059
Realized & Unrealized Gain
Net realized gain on investment securities		7,554,144
Change in unrealized appreciation on investment securities		865,894
Net realized and unrealized gain on investment securities		8,420,038
Net increase in net assets resulting from operations	$	20,191,097

8

See accompanying notes which are an integral part of the financial statements.

Bruce Fund

Statements of Changes in Net Assets

	Year Ended June 30, 2017			Year Ended June 30, 2016
Operations
Net investment income	$	11,771,059		$	10,817,108
Net realized gain on investment securities		7,554,144			23,119,332
Change in unrealized appreciation on investment securities		865,894			13,775,997
Net increase in net assets resulting from operations		20,191,097			47,712,437
Distributions
From net investment income		(11,169,752	)		(9,005,616	)
From net realized gain on investments		(22,534,288	)		(15,479,388	)
Total distributions		(33,704,040	)		(24,485,004	)
Capital Transactions
Proceeds from shares sold		24,303,020			36,251,903
Reinvestments of distributions		31,423,237			22,817,871
Amount paid for shares redeemed		(61,794,623	)		(32,812,560	)
Net increase (decrease) in net assets resulting from capital transactions		(6,068,366	)		26,257,214
Total Increase (Decrease) in Net assets		(19,581,309	)		49,484,647
Net Assets
Beginning of year		594,784,396			545,299,749
End of year	$	575,203,087		$	594,784,396
Accumulated undistributed net investment income included in net assets at end of year	$	5,978,521		$	5,377,952
Share Transactions
Shares Sold		47,005			71,148
Shares issued in reinvestment of distributions		65,030			46,156
Shares redeemed		(122,188	)		(64,690	)
Net increase (decrease) in shares outstanding resulting from share transactions		(10,153	)		52,614

9

See accompanying notes which are an integral part of the financial statements.

Bruce Fund

Financial Highlights

Selected data for each share of capital stock outstanding through each year is presented below

	Fiscal Year Ended June 30,
	2017			2016			2015			2014			2013
Selected Per Share Data
Net asset value, beginning of year		$535.76			$515.63			$537.94			$418.85			$391.05
Investment operations:
Net investment income		10.67			9.92			6.66			9.51			13.57
Net realized and unrealized gain (loss)		6.89			33.18			(13.08	)		120.91			28.94
Total from investment operations		17.56			43.10			(6.42	)		130.42			42.51
Less Distributions to Shareholders:
From net investment income		(10.08	)		(8.45	)		(8.81	)		(11.33	)		(14.71	)
From net realized gain		(20.33	)		(14.52	)		(7.08	)		–			–
Total distributions		(30.41	)		(22.97	)		(15.89	)		(11.33	)		(14.71	)
Net asset value, end of year		$522.91			$535.76			$515.63			$537.94			$418.85
Total Return1		3.74	%		8.73	%		-1.13	%		31.64	%		11.12	%
Ratios and Supplemental Data
Net assets, end of year ($ millions)		$575.20			$594.78			$545.30			$540.81			$386.75
Ratio of net expenses to average net assets		0.67	%		0.67	%		0.68	%		0.70	%		0.75	%
Ratio of net investment income to average net assets		2.04	%		1.94	%		1.30	%		2.10	%		3.29	%
Portfolio turnover rate		5	%		26	%		14	%		11	%		7	%

¹ Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

10

See accompanying notes which are an integral part of the financial statements.

Bruce Fund

Notes to the Financial Statements

June 30, 2017

NOTE A – ORGANIZATION

Bruce Fund, Inc. (the “Fund”) is a Maryland corporation incorporated on June 20, 1967. The Fund is an open end diversified management investment company and the Fund’s primary investment objective is long-term capital appreciation. The investment adviser to the Fund is Bruce and Co., Inc. (the “Adviser”).

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation – The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with the generally accepted accounting principles in the United States of America (“GAAP”).

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their fair value as described in Note C.

Federal Income Taxes – The Fund makes no provision for federal income or excise tax. The Fund has qualified and intends to qualify each year as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

As of and during the fiscal year ended June 30, 2017, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the year, the Fund did not incur any interest or penalties.

Security Transactions and Related Income – Investment transactions are accounted for no later than the first calculation of the Net Asset Value (“NAV”) on the business day following the trade date. For financial reporting purposes, however, security transactions are accounted for on the trade date on the last business day of the reporting period. The

11

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the effective interest method. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political development in specific country or region.

Distributions – Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The Fund intends to distribute substantially all of its net investment income as dividends and distributions to its shareholders on at least an annual basis. The Fund intends to distribute its net realized long-term capital gains and its net realized short-term capital gains at least once a year. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expenses or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.

For the fiscal year ended June 30, 2017, the Fund made the following reclassifications to increase (decrease) the components of net assets:

Paid in Capital	Accumulated Undistributed Net Investment Income			Accumulated Net Realized Gain
$(6)	$	(738	)	$	744

NOTE C – SUMMARY OF SECURITIES VALUATION AND FAIR VALUE ESTIMATES

In accordance with Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820 established a three-tier hierarchy to maximize the use of the observable market data and minimize the use of unobservable inputs and to establish classification of the fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value such as pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions

12

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

• Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

• Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Equity securities, including common stocks and American Depositary Receipts (ADR’s), are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security.

When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined by the Adviser, in conformity with guidelines adopted by and subject to review by the Board. These securities are generally categorized as Level 3 securities.

13

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be categorized as Level 1 securities.

Fixed income securities, including convertible preferred stocks, corporate bonds, convertible corporate bonds, U.S. government bonds, and U.S. municipal bonds are valued using market quotations in an active market, will be categorized as Level 1 securities. However, they may be valued on the basis of prices furnished by a pricing service when the Adviser believes such prices more accurately reflect the fair value of such securities. A pricing service uses various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector-specific trends. To the extent that these inputs are observable, the fixed income securities are categorized as Level 2 securities. If the Adviser decides that a price provided by the pricing service does not accurately reflect the fair value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Adviser, in conformity with guidelines adopted by and subject to review of the Board. These securities are generally categorized as Level 3 securities. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political developments in a specific country or region.

The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2017, based on the three levels defined above:

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	19,652,901	$	–	$	–	$	19,652,901
Consumer Staples		3,730,000		–		–		3,730,000
Energy		308,817		–		–		308,817
Financials		22,110,000		3,386,147		–		25,496,147
Health Care		66,993,084		–		–		66,993,084
Industrials		57,180,660		–		–		57,180,660
Information Technology		12,594,600		–		–		12,594,600
Materials		11,271,835		–		–		11,271,835
Utilities		106,151,981		–		–		106,151,981
Convertible Preferred Stocks
Consumer Staples		2,856,450		–		–		2,856,450
Energy		–		3,370,140		–		3,370,140

14

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

	Level 1		Level 2		Level 3		Total
Corporate Bonds
Consumer Discretionary	$	–	$	1,728,750	$	–	$	1,728,750
Energy		–		5,335,385		412,000		5,747,385
Financials		–		–		7,020,000		7,020,000
Health Care		–		10,780,357		–		10,780,357
Utilities		–		10,840,496		–		10,840,496
Convertible Corporate Bonds
Health Care		–		18,582,187		14,930,879		33,513,066
U.S. Government Bonds
U.S. Treasury Strips		–		118,954,868		–		118,954,868
U.S. Municipal Bonds		–		2,140		–		2,140
Money Market		76,139,664		–		–		76,139,664
Total	$	378,989,992	$	172,980,470	$	22,362,879	$	574,333,341

In the absence of a listed price quote, or a supplied price quote which is deemed to be unrepresentative of the actual market price, the Adviser shall use any or all of the following criteria to value Level 3 securities:

• Last sales price

• Price given by pricing service

• Last quoted bid & asked price

• Third party bid & asked price

• Indicated opening range

The significant unobservable inputs that may be used in the fair value measurement of the Fund’s investments in common stock, corporate bonds and convertible corporate bonds for which market quotations are not readily available include: broker quotes, discounts from the most recent trade or “stale price” and estimates from trustees (in bankruptcies) on disbursements. A change in the assumption used for each of the inputs listed above may indicate a directionally similar change in the fair value of the investment.

The following provides quantitative information about the Fund’s significant Level 3 fair value measurements as of June 30, 2017:

Quantitative Information about Significant Level 3 Fair Value Measurements
Asset Category	Fair Value At June 30, 2017		Valuation Techniques	Unobservable Input(s)	Range
Corporate Bonds		7,432,000	Adjusted Broker Quotes	Non-Binding Broker Quotes	N/A
Convertible Corporate Bonds		832,379	Adjusted Broker Quotes	Non-Binding Broker Quotes	N/A
				Discount for Lack of Marketability	1%–20%
		14,098,500	Comparable Security Analysis	Matrix Pricing Range	N/A
				Common Stock Valuation	N/A

15

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value for the Fund:

	Balance as of June 30, 2016		Realized gain (loss)		Amortization/ Accretion			Change in unrealized Appreciation (Depreciation)			Purchases		Sales		Transfer in Level  3*(a)		Transfer out Level  3*(b)		Balance as of June 30, 2017
Corporate Bonds	$	7,020,000	$	–	$	13,359		$	(13,359	)	$	–	$	–	$	412,000	$	–	$	7,432,000
Convertible Corporate Bonds		16,615,379		–		(6,816	)		(1,677,684	)		–		–		–		–		14,930,879
Total	$	23,635,379	$	–	$	6,543		$	(1,691,043	)	$	–	$	–	$	412,000	$	–	$	22,362,879

* The amount of transfers in and/or out are reflected at the reporting period end.

^(a)  Transfers in relate primarily to securities for which observable inputs became unavailable during the period. Therefore, the securities were valued at fair value by the Adviser, in conformity with guidelines adopted by and subject to review by the Board, and are categorized as Level 3 inputs as of June 30, 2017.

^(b)  Transfer out relate primarily to securities for which observable inputs became available during the period, and as of June 30, 2017, the Fund was able to obtain quotes from its pricing service. These quotes represent Level 2 inputs, which is the level of the fair value hierarchy in which these securities are included as of June 30, 2017.

The total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held June 30, 2017 was $(1,691,043).

	Total Change in Unrealized (Depreciation)
Corporate Bonds	$	(13,359	)
Convertible Corporate Bonds		(1,677,684	)
Total	$	(1,691,043	)

NOTE D – PURCHASES AND SALES OF SECURITIES

For the fiscal year ended June 30, 2017, cost of purchases and proceeds from maturities and sales of securities, other than short-term investments and short-term U.S. Government obligations were as follows:

Purchases	$	45,108,582
Sales	$	23,199,734

NOTE E – RELATED PARTIES

Bruce & Co., Inc., an Illinois corporation, is the investment adviser of the Fund and furnishes investment advice. In addition, it provides office space and facilities and pays the cost of all prospectuses and financial reports (other than those mailed to current shareholders). Compensation to the Adviser for its services under the Investment Advisory Contract is paid monthly based on the following:

Annual Percentage Fee	Applied to Average Net Assets of Fund
1.00%	Up to $20,000,000; plus
0.60%	$20,000,000 to $100,000,000; plus
0.50%	over $100,000,000

16

Bruce Fund

Notes to the Financial Statements (continued)

June 30, 2017

At June 30, 2017, Robert B. Bruce was the beneficial owner of 17,706 Fund shares, R. Jeffrey Bruce was the beneficial owner of 9,365 Fund shares and Robert DeBartolo and was the beneficial owner of 23 Fund shares, and W. Martin Johnson was the beneficial owner of 4 Fund shares. Robert B. Bruce, Robert DeBartolo, and W. Martin Johnson are directors of the Fund; both Robert B. Bruce and R. Jeffrey Bruce are officers of the Fund and are officers, directors and owners of the Adviser.

NOTE F – FEDERAL INCOME TAXES

At June 30, 2017, the breakdown of net unrealized appreciation and tax cost of investments for federal income tax purpose is as follows:

Gross Unrealized Appreciation	$	159,865,570
Gross Unrealized (Depreciation)		(32,038,989	)
Net Unrealized Appreciation on Investments	$	127,826,581
Tax Cost	$	446,506,760

At June 30, 2017, the components of distributable earnings on a tax basis were as follows:

Undistributed Ordinary Income	$	5,978,521
Undistributed Long-Term Capital Gains		5,089,438
Accumulated Capital and Other Losses		—
Unrealized Appreciation		127,826,581
Total	$	138,894,540

Certain capital and qualified late year ordinary losses incurred within the current taxable year are deemed to arise on the first business day of the Fund’s following taxable year. For the tax year ended June 30, 2017, the Fund had no deferred post October capital losses.

The tax character of distributions paid during fiscal years 2017 and 2016 was as follows:

	2017		2016
Distributions paid from:
Ordinary Income	$	11,169,752	$	14,140,344
Long-term Capital Gain		22,534,288		10,344,660
	$	33,704,040	$	24,485,004

NOTE G – RESTRICTED SECURITIES

The Fund has acquired several securities, the sale of which is restricted, through private placement. At June 30, 2017, the aggregate market value of such securities listed below amounted to $21,912,818 or 4% of the Fund’s net assets. 64% of the restricted securities are valued using quoted market prices, while the other 36% are valued according to fair

17

Bruce Fund

Notes to the Financial Statements (concluded)

June 30, 2017

value procedures approved by the Board of Directors. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.

The chart below shows the restricted securities held by the Fund as of June 30, 2017:

Issuer Description	Acquisition Date			Principal Amount		Cost		Value
Corporate Bonds
Land O’ Lakes Capital Trust I, 7.45%, 3/15/28		1/23/09		$	1,500,000	$	1,065,364	$	1,728,750
Security Benefit Life Insurance Co., 7.45%, 10/1/33(a)		(b	)		6,000,000		5,526,624		7,020,000
Synergy Pharmaceuticals, Inc., 7.50%, 11/1/19		3/4/15			1,500,000		1,547,210		2,663,437
PetroQuest Energy, Inc., 10.00%, 2/15/21		2/23/16			7,383,226		5,395,705		5,334,381
AMAG Pharmaceuticals, Inc., 7.88%, 9/1/23		5/18/16			1,000,000		886,362		966,250
Valeant Pharmaceuticals International, Inc. 6.13%, 4/15/25		5/11/17			4,000,000		3,213,257		3,400,000
Convertible Corporate Bonds
Xtant Medical Holdings, Inc., 6.00%, 7/15/21(a)		7/31/15			2,000,000		2,027,095		800,000

^(a)  Security is currently being valued according to the fair value procedures approved by the Board of Directors.

^(b) Purchased multiple taxlots beginning on 4/21/11.

NOTE H – SUBSEQUENT EVENTS

In accordance with GAAP, management has evaluated subsequent events through the date these financial statements were issued. All subsequent events determined to be relevant and material to the financial statements as a whole have been accordingly disclosed.

18

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Bruce Fund, Inc.

We have audited the accompanying statement of assets and liabilities of Bruce Fund, Inc. (a Maryland corporation) (the Fund), including the schedule of investments, as of June 30, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2017, by correspondence with brokers and the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Bruce Fund, Inc. as of June 30, 2017, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Chicago, Illinois

August 29, 2017

19

Shareholder Expense Example (Unaudited)

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period (January 1, 2017) and held for the entire period (through June 30, 2017).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.60), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	January 1, 2017		June 30, 2017		January 1 – June 30, 2017
Actual	$	1,000.00	$	1,075.90	$	3.45
Hypothetical**	$	1,000.00	$	1,021.47	$	3.36

* Expenses are equal to the Fund’s six month annualized expense ratio of 0.67%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the partial year period).

** Assumes a 5% return before expenses.

20

Directors and Officers (Unaudited)

The Fund is managed by its officers and directors. It has no advisory board, and no standing committees of the board of directors. Directors serve until the successor of each shall have been duly elected and shall have qualified. Independent Directors constitute a majority of the board.

The following table provides information regarding the Independent Directors:

Name, Address*, (Age), Position with Fund**, Term of Position with Fund	Principal Occupation During Past 5 Years and Other Directorships
Ward M. Johnson (80) Independent Director, December 1985 to present	2002 to present – Real Estate Sales, Landings Co.
Robert DeBartolo (57) Independent Director, March 2007 to present	2013 to present – Independent Consultant to the life sciences sector; 2011 to 2012 – Director, Global Franchise Marketing, Novartis/Alcon 2009 to 2011 – Senior Director, Goble and Associates

* The address for each director is 20 North Wacker Drive, Suite 2414, Chicago, Illinois 60606.

** The Fund consists of one series. The Fund is not part of a Fund Complex.

The following table provides information regarding each Director who is an “interested person” of the Fund, as defined in the Investment Company Act of 1940, and each officer of the Fund.

Name, Address*, (Age), Position with Fund,** Term of Position with Fund	Principal Occupation During Past 5 Years and Other Directorships
Robert B. Bruce*** (85) Chairman, Director, President, and Treasurer, 1983 to present; Chief Compliance Officer, 2004 to present	1974 to present – principal, Bruce and Co. (investment adviser); 1982 to present – Chairman of Board of Directors, Treasurer, Professional Life & Casualty Company (life insurance issuer), previously Assistant Treasurer.
R. Jeffrey Bruce*** (57) Vice President and Secretary, 1983 to present	1983 to present – analyst/manager, Bruce and Co. (investment adviser); 1993 to present – Director, Professional Life & Casualty Company (life insurance issuer)

* The address for each of the directors and officers is 20 North Wacker Drive, Suite 2414, Chicago, Illinois 60606.

** The Fund consists of one series. The Fund is not part of a Fund Complex.

*** Mr. Robert Bruce and Mr. Jeffrey Bruce are “interested” persons because they are officers, directors, and owners of the Adviser. Robert Bruce is the father of Jeffrey Bruce.

The Fund’s Statement of Additional Information (“SAI”) includes information about the directors and is available, without charge, upon request. You may call toll-free (800) 872-7823 to request a copy of the SAI or to make shareholder inquiries.

21

Other Tax Information (Unaudited)

The form 1099-DIV you receive in January 2018 will show the tax status of all distributions paid to your account in the calendar year 2017. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates 54.93% of the dividends paid as qualified dividend income eligible for the reduced rate of 15% pursuant to the Internal Revenue Code.

Dividend Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2017 ordinary income dividends, 54.73% qualifies for the corporate dividends received deduction.

For the year ended June 30, 2017, the Fund designated $22,534,288 as long-term capital gain distributions.

22

Privacy Policy

The following is a description of the Fund’s policies regarding disclosure of nonpublic personal information that you provide to the Fund or that the Fund collects from other sources. In the event that you hold shares of the Fund through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.

Categories of Information the Fund Collects. The Fund collects the following nonpublic personal information about you:

• Information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

• Information about your transactions with the Fund, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

Categories of Information the Fund Discloses. The Fund does not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.

Confidentiality and Security. The Fund restricts access to your nonpublic personal formation to those persons who require such information to provide products or services to you. The Fund maintains physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

Disposal of Information. The Fund, through its transfer agent, has taken steps to reasonably ensure that the privacy of your nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Fund. Such steps shall include whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

23

Proxy Voting

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies during the most recent twelve month period ended June 30 are available without charge upon request by (1) calling the Fund at (800) 872-7823 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

BRUCE FUND

OFFICERS AND DIRECTORS

Robert B. Bruce

President and Treasurer

R. Jeffrey Bruce

Vice President and Secretary

Robert DeBartolo

Director

W. Martin Johnson

Director

Investment Adviser

Bruce and Co., Inc.

Chicago, Illinois

Custodian

Huntington National Bank

Columbus, Ohio

Administrator, Transfer Agent and

Fund Accountant

Ultimus Asset Services, LLC

Cincinnati, Ohio

Distributor

Unified Financial Securities, LLC

9465 Counselors Row, Suite 200

Indianapolis, Indiana 46240

Counsel

Klevatt & Associates

Chicago, Illinois

Independent Registered Public Accounting Firm

Grant Thornton LLP

Chicago, Illinois

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fees and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC

Item 2. Code of Ethics.

(a)     As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b)     For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c)     Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d)     Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e)     Posting: We do not intend to post the Code of Ethics for the Officers or any amendments or waivers on a website.

(f)     Availability: The Code of Ethics for the Officers can be obtained, free of charge by calling the toll-free number (800) 872-7823.

Item 3. Audit Committee Financial Expert.

(a)     The registrant’s board of directors has determined that the registrant does not have an audit financial expert. The directors determined that, although none of its members meet the technical definition of an audit expert, the group has sufficient financial expertise to adequately perform its duties.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

Bruce Fund
FY 2017	$49,653
FY 2016	$45,975

(b) Audit-Related Fees

Bruce Fund	Registrant	Adviser
FY 2017	$ 0	$ 0
FY 2016	$ 0	$ 0

Nature of the fees:

(c) Tax Fees

Bruce Fund
FY 2017	$ 8,024
FY 2016	$ 7,430

Nature of the fees:        preparation of the 1120 RIC

(d) All Other Fees

Bruce Fund	Registrant	Adviser
FY 2017	$ 0	$ 0
FY 2016	$ 0	$ 0

Nature of the fees:        

(e)	(1)	Board Audit Policies
		The Board of Directors are responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) receive the auditors’ specific representations as to their independence;
	(2)	Percentages of Services Billed Pursuant to Waiver of Pre-Approved Requirement
			Registrant
		Audit-Related Fees:	0%
		Tax Fees:	0%
		All Other Fees:	0%

(f)     During audit of registrant’s financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)     The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

	Registrant	Adviser
FY 2017	$ 0	$0
FY 2016	$ 0	$0

(h)     Not applicable. The auditor performed no services for the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

Item 5. Audit Committee of Listed Companies.

Not Applicable.

Item 6. Schedule of Investments.

Not applicable – schedule filed with Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not Applicable—Applies to closed-end funds only.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable—Applies to closed-end funds only.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable—Applies to closed-end funds only.

Item 10. Submission of Matters to a Vote of Security Holders. Not Applicable

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a)     The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-2 under the Act, based on their evaluation of these disclosure controls and procedures within 90 days of the filing of this report on Form N-CSR.

(b)     There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of ethics is filed herewith.

(a)(2) Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.

(a)(3) Not Applicable – there were no written solicitations to purchase securities under Rule 23c-1 during the period

(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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.

(Registrant)	Bruce Fund, Inc.
By	/s/ Robert B. Bruce
	Robert B. Bruce, President
Date	9/6/2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Robert B. Bruce
	Robert B. Bruce, President
Date	9/6/2017
By	/s/ R. Jeffrey Bruce
	R. Jeffrey Bruce, Principal Accounting Officer
Date	9/6/2017