Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-04447

Brandywine Fund, Inc.

(Exact name of Registrant as specified in charter)

P.O. Box 4166

Greenville, Delaware 19807

(Address of principal executive offices) (Zip code)

William F. D’Alonzo

P.O. Box 4166

Greenville, DE  19807

(Name and address of agent for service)

[phone]

Registrant's telephone number, including area code

Date of fiscal year end: SEPTEMBER 30

Date of reporting period: June 30, 2013

 

 

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Item 1. Schedule of Investments.

 

 

Brandywine Fund, Inc.

Schedule of Investments

June 30, 2013

 

(Unaudited)

 

Shares/ Principal Amount					Value
Common Stocks - 97.4%(a)
CONSUMER DISCRETIONARY
			Apparel Retail - 7.0%
	385,600		Express Inc.*		$	8,086,032
	515,600		Foot Locker Inc.			18,113,028
	549,626		Stage Stores Inc.			12,916,211
	426,084		Urban Outfitters Inc.*			17,137,098
			Apparel, Accessories & Luxury Goods - 3.0%
	107,950		Iconix Brand Group Inc.*			3,174,810
	110,100		VF Corp.			21,255,906
			Automotive Retail - 0.8%
	162,908		Asbury Automotive Group Inc.*			6,532,611
			General Merchandise Stores - 1.7%
	268,000		Dollar Tree Inc.*			13,625,120
			Home Improvement Retail - 0.8%
	210,731		The Tile Shop Holdings Inc.*			6,102,770
			Homebuilding - 2.3%
	523,900		Lennar Corp.			18,881,356
			Housewares & Specialties - 2.5%
	471,600		Jarden Corp.*			20,632,500
			Internet Retail - 3.7%
	35,770		The Priceline Group*			29,586,440
			Motorcycle Manufacturers - 1.3%
	184,900		Harley-Davidson Inc.			10,136,218
			Movies & Entertainment - 2.0%
	279,000		The Madison Square Garden Co.*			16,530,750
			Publishing - 1.8%
	434,740		News Corp.*			14,172,524
			Restaurants - 1.7%
	211,400		Starbucks Corp.			13,844,586
			Total Consumer Discretionary			230,727,960
CONSUMER STAPLES
			Household Products - 2.4%
	311,700		Church & Dwight Co. Inc.			19,235,007
			Total Consumer Staples			19,235,007
ENERGY
			Oil & Gas Equipment & Services - 3.4%
	85,090		Dril-Quip Inc.*			7,682,776
	234,000		Helix Energy Solutions Group Inc.*			5,391,360
	196,600		Oceaneering International Inc.			14,194,520
			Total Energy			27,268,656
FINANCIALS
			Property & Casualty Insurance - 2.3%
	385,100		The Allstate Corp.			18,531,012
			Specialized REITs - 2.3%
	254,800		American Tower Corp.			18,643,716
			Total Financials			37,174,728
HEALTH CARE
			Biotechnology - 3.8%
	220,600		Celgene Corp.*			25,790,346
	218,500		Incyte Corp.*			4,807,000
			Health Care Distributors - 2.5%
	424,900		Cardinal Health Inc.			20,055,280
			Health Care Services - 1.9%
	328,844		Omnicare Inc.			15,689,147
			Health Care Supplies - 1.2%
	504,335		The Spectranetics Corp.*			9,420,978
			Life Sciences Tools & Services - 1.0%
	239,300		ICON PLC*			8,478,399
			Total Health Care			84,241,150
INDUSTRIALS
			Building Products - 2.8%
	365,481		Fortune Brands Home & Security Inc.			14,158,734
	133,400		Lennox International Inc.			8,609,636
			Construction & Engineering - 2.2%
	406,600		MasTec Inc.*			13,377,140
	361,000		Pike Electric Corp.			4,440,300
			Construction & Farm Machinery & Heavy Trucks - 5.5%
	1,864,208		Wabash National Corp.*			18,977,637
	474,600		Wabtec Corp.			25,357,878
			Electrical Components & Equipment - 2.5%
	307,800		Eaton Corp. PLC			20,256,318
			Marine - 1.4%
	138,400		Kirby Corp.*			11,008,336
			Research & Consulting Services - 2.3%
	307,085		Verisk Analytics Inc.*			18,332,974
			Trading Companies & Distributors - 3.5%
	602,500		Air Lease Corp.			16,622,975
	239,590		United Rentals Inc.*			11,957,937
			Trucking - 2.5%
	401,400		Hertz Global Holdings Inc.*			9,954,720
	368,945		Roadrunner Transportation Systems Inc.*			10,271,429
			Total Industrials			183,326,014
INFORMATION TECHNOLOGY
			Application Software - 2.0%
	453,300		Informatica Corp.*			15,856,434
			Communications Equipment - 3.7%
	1,086,900		Cisco Systems Inc.			26,422,539
	75,200		Plantronics Inc.			3,302,784
			Computer Storage & Peripherals - 1.5%
	316,303		Synaptics Inc.*			12,196,644
			Data Processing & Outsourced Services - 5.6%
	924,000		Vantiv Inc.*			25,502,400
	110,000		Visa Inc.			20,102,500
			Electronic Manufacturing Services - 0.3%
	141,500		Uni-Pixel Inc.*			2,081,465
			Internet Software & Services - 5.2%
	450,300		Blucora Inc.*			8,348,562
	346,300		eBay Inc.*			17,910,636
	18,315		Google Inc.*			16,123,976
			IT Consulting & Other Services - 1.0%
	351,700		Unisys Corp.*			7,762,019
			Semiconductors - 5.1%
	1,886,840		Integrated Device Technology Inc.*			14,981,510
	2,176,600		ON Semiconductor Corp.*			17,586,928
	221,800		Xilinx Inc			8,785,498
			Total Information Technology			196,963,895
MATERIALS
			Construction Materials - 0.9%
	153,200		Vulcan Materials Co.			7,416,412
			Total Materials			7,416,412
			Total common stocks (cost $682,680,713)			786,353,822
Short-Term Investment - 2.9%(a)
			Commercial Paper - 2.9%
$	23,085,000		Prudential Funding LLC, due 7/01/13, discount of 0.07%			23,085,000
			Total short-term investment (cost $23,085,000)			23,085,000
			Total investments - 100.3% (cost $705,765,713)			809,438,822
			Liabilities, less cash and receivables - (0.3%)(a)			(2,136,525	)
			TOTAL NET ASSETS - 100.00%		$	807,302,297

 

(a)	Percentages for the various classifications relate to net assets.

*	Non-dividend paying security.

 

 

 

 

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The cost basis of investments for federal income tax purposes at June 30, 2013 was as follows+:

Cost of investments		$	705,765,713
Gross unrealized appreciation		$	110,489,205
Gross unrealized depreciation			(6,816,096	)
Net unrealized appreciation		$	103,673,109

+	Because tax adjustments are calculated annually, the above table does not reflect tax adjustments. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent semi-annual or annual report.

THE SCHEDULD OF INVESTMENTS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS WHICH ARE INCLUDED IN THE FUND’S AUDITED ANNUAL REPORT OR SEMI-ANNUAL REPORT.  THESE REPORTS INCLUDE ADDITIONAL INFORMATION ABOUT THE FUND’S SECURITY VALUATION POLICIES AND ABOUT CERTAIN SECURITY TYPES INVESTED IN BY THE FUND.

Summary of Fair Value Exposure

The Fund has adopted fair valuation accounting standards that establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs used to develop the measurements of fair value.  These inputs are summarized in the three broad levels listed below:

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets.

Level 2 – Valuations based on quoted prices for similar securities or in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table summarizes the Fund’s investments as of June 30, 2013, based on the inputs used to value them:

Valuation Inputs		Investments in Securities
Level 1 – Common Stocks		$	786,353,822
Level 2 – Short-Term Commercial Paper			23,085,000
Level 3 –			—
Total		$	809,438,822

It is the Fund’s policy to recognize transfers between levels at the end of the quarterly reporting period.  There were no transfers between levels during the period ended June 30, 2013.

See the Schedule of Investments for the investments detailed by industry classification.

Item 2. Controls and Procedures.

(a)

The Registrant's President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “ 1940 Act ” )) (17 CFR 270.30a-3(c)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17CFR 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(d)).

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)).  Filed herewith.

 

 

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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)    Brandywine Fund, Inc.

 

By (Signature and Title)      /s/William F. D’Alonzo

William F. D’Alonzo, President

 

Date    August 7, 2013

 

 

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 (Signature and Title)      /s/William F. D’Alonzo

William F. D’Alonzo, President

 

Date    August 7, 2013

By (Signature and Title)      /s/J. Gordon Kaiser

J. Gordon Kaiser, Treasurer

   

Date    August 7, 2013