-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AstCeDPADwkezYexLDXHw2mTWEHHZRG/JmSSojP/QMbD+vOhDnXaaG13s5/xmtug QxV1X41ICp7wp2Ba6WIHlw== 0000898531-06-000242.txt : 20060817 0000898531-06-000242.hdr.sgml : 20060817 20060817103930 ACCESSION NUMBER: 0000898531-06-000242 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 EFFECTIVENESS DATE: 20060817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE FUND INC CENTRAL INDEX KEY: 0000780253 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-04447 FILM NUMBER: 061039715 BUSINESS ADDRESS: STREET 1: 3908 KENNETT PIKE CITY: GREENVILLE STATE: DE ZIP: 19807 BUSINESS PHONE: 3026563017 MAIL ADDRESS: STREET 1: 3908 KENNETT PIKE CITY: FREENVILLE STATE: DE ZIP: 19807 0000780253 S000000825 BRANDYWINE FUND C000002440 BRANDYWINE FUND N-Q 1 tbf-nq.txt 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) 3711 Kennett Pike Greenville, Delaware 19807 -------------------------- (Address of principal executive offices) (Zip code) William F. D'Alonzo 3711 Kennett Pike Greenville, DE 19807 -------------------- (Name and address of agent for service) (302) 656-3017 -------------- Registrant's telephone number, including area code Date of fiscal year end: SEPTEMBER 30 ------------ Date of reporting period: JUNE 30, 2006 ------------- Item 1. Schedule of Investments. BRANDYWINE FUND, INC. SCHEDULE OF INVESTMENTS June 30, 2006 (Unaudited) Shares or Principal Amount Value -------------------------- ----- COMMON STOCKS - 97.1% (A) CONSUMER DISCRETIONARY APPAREL RETAIL-3.2% 2,120,500 AnnTaylor Stores Corp.* $ 91,987,290 417,700 Children's Place Retail Stores, Inc.* 25,082,885 316,800 Christopher & Banks Corp. 9,187,200 173,100 Too Inc.* 6,645,309 APPAREL, ACCESSORIES & LUXURY GOODS-0.5% 401,200 Gildan Activewear Inc.* 18,856,400 BROADCASTING & CABLE TV-3.0% 3,746,300 Comcast Corp.* 122,653,862 DEPARTMENT STORES-4.6% 3,129,600 Kohl's Corp.* 185,021,952 133,000 Nordstrom, Inc. 4,854,500 HOMEFURNISHING RETAIL-0.3% 591,000 Select Comfort Corp.* 13,575,270 INTERNET RETAIL-0.1% 94,000 Nutri/System, Inc.* 5,840,220 LEISURE PRODUCTS-0.4% 395,100 Pool Corp. 17,238,213 -------------- Total Consumer Discretionary 500,943,101 (Cost $468,108,527) CONSUMER STAPLES DRUG RETAIL-1.3% 1,713,700 CVS Corp. 52,610,590 -------------- Total Consumer Staples 52,610,590 (Cost $48,017,098) ENERGY COAL & CONSUMABLE FUELS-0.0% 89,500 Alpha Natural Resources, Inc.* 1,755,990 OIL & GAS DRILLING-0.0% 47,500 Hercules Offshore, Inc.* 1,662,500 OIL & GAS EQUIPMENT & SERVICES-9.6% 1,698,900 Baker Hughes Inc. 139,054,965 156,400 NS Group, Inc.* 8,614,512 227,600 Oceaneering International, Inc.* 10,435,460 667,800 Oil States International, Inc.* 22,892,184 338,000 Superior Energy Services, Inc.* 11,458,200 120,300 Warrior Energy Service Corp.* 2,926,899 4,085,000 Weatherford International Ltd.* 202,697,700 OIL & GAS EXPLORATION & PRODUCTION-0.1% 404,600 Petrohawk Energy Corp.* 5,097,960 OIL & GAS STORAGE & TRANSPORTATION-0.9% 1,608,500 OMI Corp. 34,824,025 -------------- Total Energy 441,420,395 (Cost $305,902,354) FINANCIALS ASSET MANAGEMENT & CUSTODY BANKS-2.3% 2,903,700 Bank of New York Company, Inc. 93,499,140 REAL ESTATE MANAGEMENT & DEVELOPMENT-1.7% 2,508,500 CB Richard Ellis Group, Inc.* 62,461,650 THRIFTS & MORTGAGE FINANCE-3.2% 807,700 MGIC Investment Corp. 52,500,500 1,788,300 The PMI Group, Inc. 79,722,414 -------------- Total Financials 288,183,704 (Cost $306,303,635) HEALTH CARE HEALTH CARE EQUIPMENT-1.6% 915,800 Beckman Coulter, Inc. 50,872,690 661,500 Cytyc Corp.* 16,775,640 HEALTH CARE FACILITIES-1.0% 514,500 Manor Care, Inc. 24,140,340 624,700 Psychiatric Solutions, Inc.* 17,903,902 HEALTH CARE SERVICES-2.0% 1,506,000 DaVita, Inc.* 74,848,200 131,600 Express Scripts, Inc.* 9,440,984 200,600 inVentiv Health Inc.* 5,773,268 HEALTH CARE SUPPLIES-1.8% 1,174,800 DENTSPLY International Inc. 71,192,880 98,100 West Pharmaceutical Services, Inc. 3,559,068 HEALTH CARE TECHNOLOGY-0.8% 1,221,200 IMS Health Inc. 32,789,220 LIFE SCIENCES TOOLS & SERVICES-3.9% 2,218,700 Fisher Scientific International Inc.* 162,076,035 MANAGED HEALTH CARE-0.5% 435,600 Health Net Inc.* 19,676,052 PHARMACEUTICALS-1.1% 1,411,200 Endo Pharmaceuticals Holdings Inc.* 46,541,376 -------------- Total Health Care 535,589,655 (Cost $519,532,286) INDUSTRIALS AEROSPACE & DEFENSE-5.9% 525,000 Armor Holdings, Inc.* 28,785,750 639,300 DynCorp International Inc.* 6,635,934 138,000 Esterline Technologies Corp.* 5,739,420 2,719,200 Precision Castparts Corp. 162,499,392 695,000 Rockwell Collins, Inc. 38,829,650 AIRLINES-0.5% 787,500 SkyWest, Inc. 19,530,000 BUILDING PRODUCTS-0.2% 248,700 Goodman Global, Inc.* 3,775,266 96,000 Griffon Corp.* 2,505,600 CONSTRUCTION & ENGINEERING-1.1% 232,200 Granite Construction Inc. 10,511,694 373,400 Infrasource Services Inc.* 6,799,614 1,287,100 Quanta Services, Inc.* 22,305,443 117,300 Washington Group International, Inc. 6,256,782 CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS-1.2% 168,600 Manitowoc Company, Inc. 7,502,700 1,005,000 Trinity Industries, Inc. 40,602,000 DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES-0.2% 145,400 Mobile Mini, Inc.* 4,254,404 187,200 Navigant Consulting, Inc.* 4,240,080 ELECTRICAL COMPONENTS & EQUIPMENT-0.8% 383,900 AMETEK, Inc. 18,189,182 300,600 Thomas & Betts Corp.* 15,420,780 ENVIRONMENTAL & FACILITIES SERVICES-0.5% 198,900 Clean Harbors, Inc.* 8,017,659 363,500 Waste Connections, Inc.* 13,231,400 INDUSTRIAL CONGLOMERATES-1.9% 1,735,200 McDermott International, Inc.* 78,899,544 INDUSTRIAL MACHINERY-0.3% 186,600 Gardner Denver Inc.* 7,184,100 373,100 Mueller Water Products, Inc.* 6,495,671 MARINE-0.4% 440,800 Eagle Bulk Shipping Inc. 6,281,400 246,000 Kirby Corp.* 9,717,000 TRADING COMPANIES & DISTRIBUTORS-0.9% 1,168,100 United Rentals, Inc.* 37,355,838 -------------- Total Industrials 571,566,303 (Cost $416,447,435) INFORMATION TECHNOLOGY APPLICATION SOFTWARE-0.9% 284,000 Jack Henry & Associates, Inc. 5,583,440 1,008,280 Parametric Technology Corp.* 12,815,239 325,000 Reynolds and Reynolds Co. 9,967,750 852,500 TIBCO Software Inc.* 6,010,125 50,000 Witness Systems, Inc.* 1,008,500 COMMUNICATIONS EQUIPMENT-8.9% 334,400 Arris Group Inc.* 4,387,328 5,382,000 Avaya Inc.* 61,462,440 8,861,200 Cisco Systems Inc.* 173,059,236 253,900 Foundry Networks, Inc.* 2,706,574 2,624,800 Harris Corp. 108,955,448 271,800 NETGEAR, Inc.* 5,884,470 460,100 Polycom, Inc.* 10,085,392 COMPUTER HARDWARE-3.9% 5,053,100 Hewlett-Packard Co. 160,082,208 DATA PROCESSING & OUTSOURCED SERVICES-1.6% 1,382,900 Fidelity National Information Services, Inc. 48,954,660 396,100 Fiserv, Inc.* 17,967,096 ELECTRONIC EQUIPMENT MANUFACTURERS-0.4% 586,500 Tektronix, Inc. 17,254,830 ELECTRONIC MANUFACTURING SERVICES-2.8% 419,100 Benchmark Electronics, Inc.* 10,108,692 6,380,100 Flextronics International Ltd.* 67,756,662 841,900 Trimble Navigation Ltd.* 37,582,416 IT CONSULTING & OTHER SERVICES-0.3% 233,100 CACI International Inc.* 13,596,723 INTERNET SOFTWARE & SERVICES-0.5% 1,389,500 ValueClick, Inc.* 21,328,825 SEMICONDUCTOR EQUIPMENT-1.5% 58,900 ATMI, Inc.* 1,450,118 250,000 Entegris Inc.* 2,382,500 3,887,800 Teradyne, Inc.* 54,157,054 150,500 Veeco Instruments Inc.* 3,587,920 SEMICONDUCTORS-7.8% 3,925,200 Agere Systems Inc.* 57,700,440 3,143,600 Analog Devices, Inc. 101,035,304 2,707,400 Fairchild Semiconductor International, Inc.* 49,193,458 1,693,600 Integrated Device Technology, Inc.* 24,015,248 1,977,000 International Rectifier Corp.* 77,261,160 787,500 Semtech Corp.* 11,379,375 SYSTEMS SOFTWARE-5.2% 268,100 MICROS Systems, Inc.* 11,710,608 13,939,100 Oracle Corp.* 201,977,559 TECHNOLOGY DISTRIBUTORS-1.4% 3,195,900 Ingram Micro Inc.* 57,941,667 -------------- Total Information Technology 1,450,350,465 (Cost $1,487,607,600) MATERIALS DIVERSIFIED METALS & MINING-0.4% 267,500 RTI International Metals, Inc.* 14,937,200 STEEL-3.6% 442,300 Allegheny Technologies, Inc. 30,624,852 378,600 Carpenter Technology Corp. 43,728,300 193,400 Chaparral Steel Co.* 13,928,668 580,600 IPSCO, Inc. 55,557,614 65,900 Oregon Steel Mills, Inc.* 3,338,494 -------------- Total Materials 162,115,128 (Cost $124,093,087) TELECOMMUNICATION SERVICES WIRELESS TELECOMMUNICATION SERVICES-0.1% 127,100 Rogers Communications, Inc. Cl B 5,134,840 -------------- Total Telecommunication Services 5,134,840 (Cost $5,128,472) -------------- Total common stocks 4,007,914,181 (Cost $3,681,140,494) SHORT-TERM INVESTMENTS - 2.4% (A) COMMERCIAL PAPER-2.4% $100,000,000 New Center Asset Trust, due 7/03/06, discount of 5.28% 99,970,667 -------------- Total commercial paper 99,970,667 (Cost $99,970,667) VARIABLE RATE DEMAND NOTE-0.0% 1,564,625 U.S. Bank, N.A., 5.10% 1,564,625 -------------- Total variable rate demand note 1,564,625 (Cost $1,564,625) -------------- Total short-term investments 101,535,292 (Cost $101,535,292) -------------- Total investments-99.5% 4,109,449,473 (Cost $3,782,675,786) Cash and receivables, less Liabilities-0.5%(A) 19,689,540 -------------- TOTAL NET ASSETS-100.0% $4,129,139,013 -------------- -------------- * Non-dividend paying security. (A) Percentages for the various classifications relate to net assets. As of June 30, 2006, investment cost for federal tax purposes was $3,782,687,271 and the tax components of unrealized appreciation/depreciation were as follows: Aggregate gross unrealized appreciation $444,583,799 Aggregate gross unrealized depreciation (117,821,597) ------------ Net unrealized appreciation $326,762,202 ------------ ------------ THE PORTFOLIO 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. 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")) 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 and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant's last fiscal quarter that has materially affected, or is 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 Act (17 CFR 270.30a-2(a)). 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) Brandywine Fund, Inc. --------------------- By (Signature and Title) /s/ William F. D'Alonzo ----------------------- William F. D'Alonzo, President Date August 16, 2006 --------------- 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 16, 2006 --------------- By (Signature and Title) /s/ Christopher G. Long ------------------------ Christopher G. Long, Treasurer Date August 16, 2006 --------------- EX-99.CERT 2 tbf-ex99cert.txt CERTIFICATION I, William F. D'Alonzo, certify that: 1. I have reviewed this report on Form N-Q of Brandywine Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2006 /s/ William F. D'Alonzo --------------- ----------------------- William F. D'Alonzo President & Principal Executive Officer CERTIFICATION I, Christoper G. Long, certify that: 1. I have reviewed this report on Form N-Q of Brandywine Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2006 /s/ Christopher G. Long --------------- ----------------------- Christopher G. Long Treasurer & Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----