Brandywine 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 811-04447

Brandywine Fund, Inc.

(Exact name of registrant as specified in charter)

P.O. Box 4166

Greenville, DE 19807

(Address of principal executive offices) (Zip code)

William F. D’Alonzo

P.O. Box 4166

Greenville, Delaware 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: September 30, 2011

Item 1. Reports to Stockholders.

 

Managed by Friess Associates, LLC Annual Report September 30, 2011

Dear Fellow Shareholders:

Renewed concerns about one nation’s ability to avoid buckling under its sovereign debt burden snowballed into volatility-stoking fear in the September quarter as investors considered how Greece’s problems could reverberate around the globe. Major indexes suffered their worst quarterly declines since the height of the financial crisis in the December quarter of 2008.

From isolated incident to full-fledged systemic shock, investors in recent months seemed to indicate that, wherever the European debt situation ultimately falls on the range of potential outcomes, people believe the economic outlook is no longer bright enough to war­rant the kind of sizable progress stocks made over the first seven of the last 12 months.

Brandywine Fund declined 2.91 percent in its fis­cal year through September 30. The Russell 3000 and Russell 3000 Growth Indexes gained 0.55 and 3.39 percent. Brandywine Blue Fund declined 1.29 percent in the 12 months through September as the S&P 500, Russell 1000 and Russell 1000 Growth Indexes gained 1.14, 0.91 and 3.78 percent.

The member states of the European Union, collec­tively, comprise the largest economy in the world. For China, which is relied upon as a primary engine of global growth, the E.U. represents its largest export market. The U.S. and E.U. economies are symbiotically entwined on too many levels to count. The point is bad news for the E.U. can be bad news for the global economy.

Unable to pinpoint how or quantify the degree to which the E.U.’s sovereign debt issues could become a widely shared concern, investors took a flee-now-seek-facts-later approach during the September quarter. Every economic sector experienced declines. On a relative basis, however, slow-growing, defensive areas such as the utilities and consumer staples sectors fared much better than sectors that are generally considered to be more sensitive to economic shifts.

The Brandywine Funds isolate companies demon­strating near-term earnings strength that also show intermediate-term potential, which put them in a bad spot as the market sought to redefine its vision of the upcoming economic landscape. Generally speaking, the companies we held delivered on the earnings front, but suffered due to skepticism about whether their above-average growth will prove to be sustainable.

We think so, but that’s a debate that can only be settled with time. As for the three months through September, the Brandywine Funds were at the mercy of sentiment that turned sharply against earnings-growth potential. Declines in the September quarter more than erased the leads Brandywine and Brandywine Blue enjoyed over their respective benchmarks through the first nine months of the fiscal year.

The price of a barrel of crude oil fell by 17 percent during the quarter as investors bet that deteriorating economic conditions would lead to reduced energy consumption. Companies from the energy sector were categorically dismissed.

	Brandywine		Brandywine Blue
Cumulative Total Return	% Change		% Change
Quarter		-24.98		-18.03
One Year		-2.91		-1.29
Five Years		-23.39		-20.55
Ten Years		7.81		20.91
Inception		937.72*		491.77**
Annualized Total Return
Five Years		-5.19		-4.50
Ten Years		0.76		1.92
Inception		9.51*		8.96**
*12/30/85 **1/10/91
Expense Ratio***
Brandywine	1.11%
Brandywine Blue		1.17%

***As stated in the Prospectus dated January 31, 2011

Performance data quoted represent past performance; past performance 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. Current performance of the Funds may be lower or higher than the performance quoted. Performance data current to the most recent month end may be

obtained by visiting www.brandywinefunds.com.

Holdings from the energy sector detracted most from performance relative to the benchmarks in the quarter. The impact was more pronounced in the Brandywine portfolio, where energy holdings comprised a larger percentage of assets than the energy sector within the Russell 3000 Growth Index. Brandywine Blue’s commitment to the energy sector was in line with the sector within the Russell 1000 Growth Index.

Patterson-UTI Energy, an onshore contract driller, and Oil States International, which provides every­thing from undersea tubing to on-site worker accom­modations to energy producers, weighed the most on Brandywine’s results. Both companies beat estimates with big June-quarter earnings growth. The consensus 2012 earnings estimate for each company was higher in September than it was in June, yet each company’s share price moved decidedly in the other direction. Halliburton (Brandywine Blue only) and McDermott International (both Funds) were the most notable energy detractors in the Brandywine Blue portfolio.

The technology sector was the next most significant detractor from performance versus benchmarks in both Funds. Like energy, the technology sector was hit hard and broadly. Investors applied their economic thesis in a way that suggested consumer and corporate spending on tech gear and software was about to flop. The technology sector represented the second largest percentage of assets in Brandywine and the largest percentage in Brandywine Blue.

Polycom exceeded June-quarter estimates with 54 percent earnings growth, but the company became a victim of the market’s fears about future corporate expenditures given that it makes conferencing equip­ment for businesses. Polycom finished the September quarter as one of Brandywine’s costliest holdings. Brandywine Blue had a similar experience with Citrix Systems, which makes application-delivery software used by businesses. Citrix topped estimates with 19 percent June-quarter earnings growth.

Keeping with the slowdown theme, holdings from the industrial sector also detracted from Brandywine’s results. Industrial holdings represented the Fund’s third largest sector and accounted for a greater percentage of assets than the sector within the Russell 3000 Growth Index. WABCO Holdings and Hertz Global Holdings were notable detractors from the industrial group as investors worried conditions would crimp demand for WABCO parts used in commercial vehicles and discourage business travel that might otherwise lead to Hertz car rentals.

Brandywine Blue’s performance gap versus the Rus­sell 1000 Growth Index also stemmed from what the Fund didn’t hold. The strongest performing sector in the index was consumer staples, where Brandywine Blue maintained very limited exposure due to the lack of earnings growth in the space. The sector is tradition­ally considered to be defensive, which was a popular characteristic amid the volatility of the September quarter. The only company the Fund held from the sector during the period was Costco Wholesale.

For more information on holdings that influenced September-quarter performance, please see Roses & Thorns on page 4 for Brandywine and page 7 for Brandywine Blue.

We’re pleased to announce that the Brandywine Board of Directors at its September meeting unani­mously elected Stephen Wynne to serve in the Inde­pendent Director position left vacant by Dick Scarlett’s retirement.

Steve brings with him more than three decades of experience in the mutual fund industry. He retired at the end of 2010 as Chief Executive Officer of the U.S. Funds Services business unit of Bank of New York Mellon, a position that arose from BNY Mellon’s acquisition of Steve’s previous company. Steve spent 33 years with PNC Global Investment Servicing, where he was appointed Chief Operating Officer in 2002, President in 2005 and Chief Executive in 2008. We’re confident Steve will be a valuable addition to the Board.

Investors made a lot of forward-looking assumptions about what the world might look like based mainly on their best guesses as to whether a foreign government’s sovereign debt mess will turn out to be containable over a yet-to-be-determined timeline. That doesn’t strike us as a formula for pinpoint forecasting.

We think the market got some things wrong in the months since it peaked on the last day of April. We recognize the potential for fallout from Europe’s sov­ereign debt problems, and we’re factoring related risk into our investment decisions. At the same time, the research legwork we’re conducting every day is not uncovering evidence of economic concerns that begin to approach the magnitude of what the market appeared to discount in the September quarter.

It seems to us that stocks have some correcting to do to the upside, particularly shares of companies that report earnings that refute the recent dire what-if scenarios for the economy. We believe the Brandywine Funds are full of companies that fit that description.

Thanks for your support in this volatile market environment!

Bill D’Alonzo	October 14, 2011
Brandywine Funds President

2

Brandywine Fund

Portfolio Characteristics as of September 30, 2011

% Change in Top Ten Holdings From Book Cost

1.  Apple Inc.	+46.1%	6.  VF Corp.	-1.4%
2.  VeriFone Systems Inc.	-13.6%	7.  Jarden Corp.	-14.2%
3.  eBay Inc.	-10.0%	8.  Jabil Circuit Inc.	+7.3%
4.  Cardinal Health Inc.	-5.8%	9.  Leggett & Platt Inc.	-20.7%
5.  Harley Davidson Inc.	-13.0%	10.  Target Corp.	-2.2%

Estimated Earnings Growth Rate	The Portfolio’s Market Capitalization
of the Fund’s Investments
Forecasted Increase in Earnings Per Share
2011 vs 2010
Source: Consensus estimates from Baseline Financial Services, Inc.
This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund. As of September 30, 2011, the S&P 500 Index’s average annual total returns for 1, 5 and 10 years were 1.14, -1.18 and 2.82 percent.

Top Ten Industry Groups

3

Brandywine Fund

September Quarter “Roses and Thorns”

	$ Gain
Biggest $ Winners	(in millions)	% Gain	Reason for Move
Apple Inc.	$6.4	11.9	The maker of personal computers, software and mobile computing devices grew June-quarter earnings 122 percent, beating estimates by 33 percent. Revenue increased 82 percent, reflecting the company’s success in the high-growth markets for smartphones and tablets. Shipments of Apple’s iPhone and iPad increased 142 and 183 percent, respec­tively, during the quarter. Apple’s new product cycle, which includes an operating system, new versions of its Mac computers and the just-launched iPhone 4S, coincides with rapid expansion of its distribution network.
Deckers Outdoor Corp.	$5.3	13.4	The owner of the UGG, Teva, TSUBO, Sanuk, Mozo, and Ahnu footwear brands topped June-quarter earnings estimates by 17 percent. New store openings and an expanding international footprint are helping expand sales of the company’s UGG sheepskin boots and other footwear while also opening new merchandising opportunities for accessories and apparel. We sold Deckers during the quarter when it reached our target price.
Church & Dwight Co. Inc.	$2.5	9.1	The maker of a broad range of consumer and specialty products under the Arm & Hammer brand name beat the consensus estimate with 11 percent June-quarter earnings growth. We purchased shares during the quarter as lower-than-expected gross profit margins, resulting from a spike in sales from a small low-margin business segment, caught some investors off guard. We expect strong results as margins normalize and the company continues to leverage the success of its core brands.
Jabil Circuit Inc.	$2.3	7.3	The provider of electronics manufacturing services to aerospace, automotive, comput­ing and consumer products customers grew August-quarter earnings 19 percent, topping estimates by 11 percent. Jabil raised earnings guidance for its November quarter. Jabil’s diversified manufacturing segment hasn’t shown evidence of economic weakness, with the company capitalizing on new outsourcing opportunities related to growth in health care, clean technology and emerging market demand.
Genesco Inc.	$2.0	10.1	The mall-based retailer of branded footwear, hats and accessories grew July-quarter earn­ings to $0.22 per share from a loss of $0.02 a year ago, beating the consensus estimate by 120 percent. Revenue grew 29 percent as the company’s younger customer base responded favorably to merchandising strategies and popular brand offerings. Genesco’s recently announced acquisition of Scottish footwear maker Schuh marks its entrance into the U.K. footwear market and is expected to boost profitability.

	$ Loss
Biggest $ Losers	(in millions)	% Loss	Reason for Move
Patterson-UTI Energy Inc.	$21.5	44.6	The provider of onshore contract drilling and pressure pumping services to oil and natural gas producers in North America grew June-quarter earnings to $0.52 per share from $0.11 a year ago, beating Wall Street estimates. While Patterson’s services remain in high demand following efforts to modernize equipment and expand in high-growth areas, shares fell as energy prices retreated during the quarter.
WABCO Holdings Inc.	$18.0	36.1	The provider of advanced braking, stability, suspension and transmission control systems used in commercial vehicles grew June-quarter earnings 95 percent, beating the consensus estimate by 13 percent. Rising earnings-growth guidance confirmed strong end-market demand in Europe, America and China, but investors focused on Greece’s sovereign-debt crisis and potential for it to impact global economic growth. Given the company’s sizable exposure to Europe and emerging markets, we sold WABCO on concerns that macro-economic issues would create a lingering overhang.
Oil States International Inc.	$17.5	35.9	The provider of equipment and services to the oil and gas industry grew June-quarter earnings 89 percent, beating the consensus estimate by 13 percent. Despite record results and backlogged orders, shares traded lower on concerns that a global economic slowdown and falling energy prices would force energy companies to cancel capital expenditure plans.
TRW Automotive Hold­ings Corp.	$16.5	37.2	The supplier of braking and steering systems, safety products and other electronic automotive components grew June-quarter earnings 15 percent, beating the consensus estimate. Results continue to reflect strong demand for the company’s broad array of active and passive safety products amid increasing government regulation worldwide. Shares traded lower as deteriorating economic conditions caused investors to question future growth prospects.
OmniVision Technologies Inc.	$13.4	49.6	The maker of semiconductor image sensors for mobile device cameras grew July-quarter earnings 95 percent, beating estimates by 7 percent. Revenue jumped 43 percent. Despite the strong results, shares fell as tempered forward guidance reflected shipping delays and possible market-share losses. We sold OmniVision during the quarter to fund an idea with greater near-term earnings visibility.

All gains/losses are calculated on an average cost basis

4

Management’s Discussion of Results, Brandywine Fund

Sentiment extremes marked the fiscal year as inves­tors focused on macro-level matters throughout much of the period. Investors began the period in celebratory fashion, boosting stocks in what seemed to be confi­dence in the European Union’s ability to avert crisis stemming from Greece’s sovereign debt problems. Market conditions began deteriorating in the spring, when investors started to view a lack of progress on the Greek situation as a resurgent threat with potentially widespread implications.

Brandywine Fund aims to capitalize on the long-term relationship between individual-company earn­ings performance and stock prices. Although the Fund executed its strategy to isolate rapidly growing companies likely to exceed earnings estimates, its ap­proach was not effective in generating excess return for the fiscal year.

Appreciation for positive near-term earnings trends waned just past the period’s halfway point as investors worried that fallout from the debt crisis could reshape the global economic outlook.

Brandywine declined 2.91 percent in the 12 months through September 30, 2011. The Russell 3000 and Russell 3000 Growth Indexes gained 0.55 and 3.39 percent.

The Federal Reserve’s announced plan to intervene on the economy’s behalf by buying long-term Treasury bonds helped ignite a positive market environment at the fiscal year’s outset. The Fund posted its strongest quarterly return in 11 years during the final three months of 2010, outperforming its benchmarks. Holdings from the technology, consumer discretionary and energy sectors drove performance.

The environment remained positive in early 2011 despite revolutions in the Middle East, a major earth­quake in Japan and a spike in oil prices. Energy and consumer discretionary holdings led the Fund to a sec­ond consecutive benchmark-leading quarterly return.

The climate stayed mostly upbeat until the market reached its high for the fiscal year on April 29. Inves­tors fled previously strong sectors and sought refuge in traditionally defensive areas such as consumer staples and health care as concerns about Greece resurfaced and new data raised questions about the strength of the U.S. recovery.

Those worries grew, and the market decline accel­erated into the fiscal year’s final quarter. Energy and technology holdings weighed on results as investors questioned the sustainability of their growth against a clouded macro backdrop.

Comparison of Change in Value of $10,000 Investment in Brandywine Fund,

Russell 3000 Growth(1), Russell 3000 Index(2) and S&P 500 Index(3)

 

(1) The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth Indexes and includes dividends.

(2) The Russell 3000 Index, a trademark of the Frank Russell Company, is 3,000 of the largest publicly traded companies in the United States equity market and includes dividends.

(3) The S&P 500 Index consists of 500 stocks, mostly on the New York Stock Exchange, selected by the Standard & Poor’s Ratings Group. Each stock’s weighting is based on its relative total market value and includes dividends.

 

5

Brandywine Blue Fund

Portfolio Characteristics as of September 30, 2011

% Change in Top Ten Holdings From Book Cost

1.  Apple Inc.	+131.6%	6.  Cardinal Health Inc.	+7.8%
2.  Celgene Corp.	+13.8%	7.  NIKE Inc.	+9.2%
3.  Republic Services Inc.	-8.7%	8.  Target Corp.	+2.6%
4.  Check Point Software Technologies Ltd.	+15.0%	9.  Teradata Corp.	+8.2%
5.  Precision Castparts Corp.	+29.2%	10.  eBay Inc.	-8.2%

Estimated Earnings Growth Rate	The Portfolio’s Market Capitalization
of the Fund’s Investments
Forecasted Increase in Earnings Per Share
2011 vs 2010
Source: Consensus estimates from Baseline Financial Services, Inc.
This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund. As of September 30, 2011, the S&P 500 Index’s average annual total returns for 1, 5 and 10 years were 1.14, -1.18 and 2.82 percent.

Top Ten Industry Groups

6

Brandywine Blue Fund

September Quarter “Roses and Thorns”

	$ Gain
Biggest $ Winners	(in millions)	% Gain	Reason for Move
Apple Inc.	$13.0	14.3	The maker of personal computers, software and mobile computing devices grew June-quarter earnings 122 percent, beating estimates by 33 percent. Revenue increased 82 percent, reflecting the company’s success in the high-growth markets for smartphones and tablets. Shipments of Apple’s iPhone and iPad increased 142 and 183 percent, respec­tively, during the quarter. Apple’s new product cycle, which includes an operating system, new versions of its Mac computers and the just-launched iPhone 4S, coincides with rapid expansion of its distribution network.
CF Industries Holdings Inc.	$10.7	23.7	The manufacturer of nitrogen and phosphate fertilizer products grew June-quarter earnings 174 percent to $6.87 per share, beating the consensus estimate. Shares gained ground following forecasts of deteriorating yields for the U.S. corn crop amid challenging weather conditions, raising expectations that farmers will require robust fall and spring nitrogen applications. Your team sold CF Industries during the quarter when it reached our target price.
VF Corp.	$5.6	13.9	The global footwear and apparel manufacturer with a portfolio of more than 30 brands grew June-quarter earnings 12 percent, beating the consensus estimate. The company’s recent acquisition of Timberline adds new firepower to the company’s outdoor/action brands division, where brands such as North Face and Vans are experiencing strong domestic and international order trends. Our research shows improving trends for the company’s jeanswear business amid price increases that coincide with an expected reduc­tion in cotton input costs.
O’Reilly Automotive Inc.	$5.6	12.3	The aftermarket auto parts retailer grew June-quarter earnings 19 percent. O’Reilly benefits from greater demand of maintenance and repair associated with owning cars for longer periods following a considerable period of depressed new-car sales. Hot summer weather in key markets helped drive higher sales of engine-related parts, while cost sav­ings and other synergies associated with the company’s integration of CSK had a positive impact on profitability.
Costco Wholesale Corp.	$3.1	10.2	The operator of membership warehouses of bargain-priced food and merchandise grew June-quarter earnings 11 percent. We purchased Costco during the September quarter after our research showed the company taking market share from traditional supermarkets and supercenters as it added new merchandise and expanded its international footprint. Rising membership fees are expected to boost earnings given that membership fees ac­count for roughly 70 percent of profits.

	$ Loss
Biggest $ Losers	(in millions)	% Loss	Reason for Move
Halliburton Co.	$29.8	34.9	The provider of oilfield services grew June-quarter earnings 56 percent, exceeding expecta­tions. Demand for the company’s package offerings of fully integrated drilling solutions remains elevated as oil and gas wells increase in complexity and depth. Still, shares fell amid concerns about Greece’s debt situation and its potential to impact global economic conditions that sent oil prices down 17 percent during the quarter.
TRW Automotive Hold­ings Corp.	$24.1	34.9	The supplier of braking and steering systems, safety products and other electronic automotive components grew June-quarter earnings 15 percent, beating the consensus estimate. Results continue to reflect strong demand for the company’s broad array of active and passive safety products amid increasing government regulation worldwide. Shares traded lower as deteriorating economic conditions caused investors to question future growth prospects.
FedEx Corp.	$23.3	26.8	The global provider of delivery services topped August-quarter earnings estimates with 22 percent growth. Despite the strong results, shares came under pressure as freight volumes slowed recently, with notably weaker volumes of goods traveling from China to the U.S. We sold FedEx during the quarter to fund an idea with greater near-term upside.
Hertz Global Holdings Inc.	$18.9	37.1	The operator of car and equipment rental centers grew June-quarter earnings 86 percent, beating the consensus estimate by 24 percent. Shares traded lower on general concerns related to macroeconomic weakness and the potential for reduced business and leisure travel. Our research shows that business unit growth, cost initiatives and planned acquisi­tions should continue to add to profitability even amid uncertain economic conditions.
McDermott International Inc.	$18.8	34.5	The engineering and construction company serving the offshore oil and gas industry recorded numerous project wins for its construction services segment, but macro-level threats prompted investors to question the economic recovery and flee economically sen­sitive sectors. We sold McDermott during the quarter due to the degree to which shares are subject to macroeconomic expectations in the current climate.

All gains/losses are calculated on an average cost basis

7

Management’s Discussion of Results, Brandywine Blue Fund

Brandywine Blue Fund employs an investment strategy that relies on bottom-up research to identify companies with unique earnings growth potential. The strategy is designed to capitalize on the long-running relationship between earnings performance and stock prices. While this approach generated positive absolute and relative results through the fiscal year’s first half, the Fund gave back its progress during the second half of the period amid macro-level threats that prompted investors to reassess their earlier optimism.

Brandywine Blue declined 1.29 percent in the 12 months through September 30, 2011. The S&P 500, Russell 1000 and Russell 1000 Growth Indexes gained 1.14, 0.91 and 3.78 percent.

The fiscal year started on a positive note. Stocks, which trended lower during the preceding summer, gained traction on news that the Federal Reserve would buy long-term Treasury bonds in an effort to spur lend­ing activity. Investors overcame earlier fears regarding Greece’s sovereign debt crisis to bid shares higher.

Brandywine Blue outperformed its benchmarks with its strongest quarterly return in 11 years during the final three months of 2010. Consumer discretionary and energy holdings drove performance as investors rewarded earnings strength amid renewed economic optimism.

Positive momentum carried into early 2011. Revo­lutions in the Middle East pushed oil prices higher, drawing investor attention to the earnings strength dem­onstrated by Brandywine Blue’s energy holdings.

The Fund remained well into positive territory and ahead of its benchmarks on a fiscal-year-to-date basis through April. May marked the beginning of signifi­cant reversals in investor sentiment and the market’s direction. Investors increasingly grew to view a lack of new action by the European Union to help Greece avoid defaulting on its sovereign debt obligations as a material threat to stability in global markets.

Uncertainty mounted as time passed, and the decline accelerated. Investors favored areas considered defen­sive, such as the utilities and consumer staples sectors, where the Fund maintained limited exposure due to a lack of earnings strength among consumer staples companies. Oil prices fell as economic expectations were tempered, making the Fund’s energy holdings a drag on results late in the fiscal year as well.

Comparison of Change in Value of $10,000 Investment in Brandywine Blue Fund,

Russell 1000 Growth(1), Russell 1000 Index(2) and S&P 500 Index(3)

(1) The Russell 1000 Growth Index measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values and includes dividends.

(2) The Russell 1000 Index, a trademark of the Frank Russell Company, is the largest 1,000 companies of the 3,000 largest publicly traded companies in the United States equity market and includes dividends.

(3) The S&P 500 Index consists of 500 stocks, mostly on the New York Stock Exchange, selected by the Standard & Poor’s Ratings Group. Each stock’s weighting is based on its relative total market value and includes dividends.

8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Brandywine Fund, Inc. and Brandywine Blue Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related state­ments of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Brandywine Fund, Inc. and Brandywine Blue Fund (a series of Brandywine Blue Fund, Inc.) (the “Funds”) at September 30, 2011, the results of each of their operations for the year then ended, the changes in each of their 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, in conformity with ac­counting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit 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, and evaluating the overall financial statement presentation. We believe that our au­dits, which included confirmation of securities at September 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Milwaukee, Wisconsin

October 14, 2011

Brandywine Fund, Inc.

Statement of Assets and Liabilities

September 30, 2011

Assets:
Investments in securities, at value (cost $1,424,279,802)	$	1,331,436,014
Receivable from investments sold		26,661,175
Dividends and interest receivable		998,112
Receivable from shareholders for purchases		271,081
Cash		2,975
Total assets	$	1,359,369,357
Liabilities:
Payable to brokers for investments purchased	$	20,694,091
Payable to adviser for management fees		1,196,128
Payable to shareholders for redemptions		404,710
Other liabilities		203,488
Total liabilities		22,498,417
Net Assets:
Capital Stock, $0.01 par value; 500,000,000 shares authorized; 62,530,853 shares outstanding		2,306,374,383
Net unrealized depreciation on investments		(92,843,788	)
Accumulated net realized loss on investments		(876,659,655	)
Net assets		1,336,870,940
Total liabilities and net assets	$	1,359,369,357
Calculation of net asset value per share:
Net asset value, offering and redemption price per share ($1,336,870,940 ÷ 62,530,853 shares outstanding)	$	21.38

The accompanying notes to financial statements are an integral part of this statement.

9

Brandywine Fund, Inc.

Schedule of Investments

September 30, 2011

Shares			Cost		Value
Common Stocks - 96.9% (a)
CONSUMER DISCRETIONARY
		Apparel Retail - 4.6%
	234,100	ANN Inc.*	$	6,815,413	$	5,346,844
	462,738	Chico’s FAS Inc.		6,447,223		5,289,095
	184,800	DSW Inc.*		8,352,581		8,534,064
	144,000	Express Inc.		2,233,663		2,921,760
	256,500	The Finish Line Inc.		4,418,909		5,127,435
	641,300	Foot Locker Inc.		9,806,962		12,883,717
	413,000	Genesco Inc.*		19,323,501		21,281,890
		Apparel, Accessories & Luxury Goods - 4.0%
	475,500	Vera Bradley Inc.*		17,398,652		17,141,775
	300,300	VF Corp.		37,004,560		36,492,456
		Auto Parts & Equipment - 1.2%
	496,100	TRW Automotive Holdings Corp.*		17,555,740		16,237,353
		Footwear - 2.6%
	528,000	Crocs Inc.*		14,227,890		12,497,760
	733,200	Steven Madden Ltd.*		26,742,021		22,069,320
		General Merchandise Stores - 3.2%
	128,400	Dollar Tree Inc.*		9,102,839		9,644,124
	674,900	Target Corp.		33,834,554		33,097,096
		Home Furnishing Retail - 1.6%
	308,900	Select Comfort Corp.*		4,114,145		4,315,333
	568,600	Williams-Sonoma Inc.		18,092,031		17,507,194
		Home Furnishings - 2.5%
	1,693,910	Leggett & Platt Inc.		42,272,613		33,522,479
		Housewares & Specialties - 2.7%
	1,269,300	Jarden Corp.		41,798,297		35,870,418
		Internet Retail - 2.1%
	62,860	Priceline.com Inc.*		33,047,185		28,253,055
		Motorcycle Manufacturers - 2.8%
	1,090,700	Harley-Davidson Inc.		43,057,785		37,443,731
		Restaurants - 1.6%
	745,000	Dunkin’ Brands Group Inc.*		20,552,078		20,636,500
		Specialized Consumer Services - 0.3%
	111,800	Coinstar Inc.*		4,969,748		4,472,000
		Specialty Stores - 2.0%
	480,900	Dick’s Sporting Goods Inc.*		16,376,108		16,090,914
	65,187	GNC Acquisition Holdings Inc.*		1,142,416		1,311,562
	277,500	Hibbett Sports Inc.*		10,358,730		9,404,475
		Total Consumer Discretionary		449,045,644		417,392,350
		This sector is 7.0% below your Fund’s cost.
CONSUMER STAPLES
		Household Products - 2.2%
	668,100	Church & Dwight Co. Inc.		27,075,945		29,530,020
		Total Consumer Staples		27,075,945		29,530,020
		This sector is 9.1% above your Fund’s cost.
ENERGY
		Oil & Gas Drilling - 2.0%
	1,492,100	Patterson-UTI Energy Inc.	$	33,183,620	$	25,873,014
		Oil & Gas Equipment & Services - 4.7%
	161,200	C&J Energy Services Inc.*		4,027,548		2,650,128
	379,224	Key Energy Services Inc.*		5,931,868		3,598,836
	345,800	Lufkin Industries Inc.		22,323,457		18,400,018
	230,980	McDermott International Inc.*		1,577,314		2,485,345
	499,900	Oil States International Inc.*		36,106,732		25,454,908
	396,500	Superior Energy Services Inc.*		14,442,357		10,404,160
		Oil & Gas Exploration & Production - 2.4%
	536,600	Energy XXI Ltd.*		11,997,476		11,510,070
	903,100	Northern Oil and Gas Inc.*		17,859,952		17,511,109
	554,000	SandRidge Energy Inc.*		3,009,376		3,080,240
		Total Energy		150,459,700		120,967,828
		This sector is 19.6% below your Fund’s cost.
FINANCIALS
		Property & Casualty Insurance - 1.0%
	914,700	Fidelity National Financial Inc.		14,669,244		13,885,146
		Specialized Finance - 0.3%
	152,300	CBOE Holdings Inc.		3,784,882		3,726,781
		Total Financials		18,454,126		17,611,927
		This sector is 4.6% below your Fund’s cost.
HEALTH CARE
		Biotechnology - 2.3%
	495,600	Celgene Corp.*		27,067,422		30,687,552
		Health Care Distributors - 2.9%
	924,000	Cardinal Health Inc.		41,070,221		38,697,120
		Health Care Equipment - 0.5%
	186,500	Zoll Medical Corp.*		8,032,380		7,038,510
		Health Care Services - 0.4%
	81,100	Air Methods Corp.*		4,784,087		5,163,637
		Life Sciences Tools & Services - 4.9%
	826,300	Agilent Technologies Inc.*		28,092,353		25,821,875
	594,100	Covance Inc.*		28,664,629		27,001,845
	318,000	Illumina Inc.*		13,349,578		13,012,560
		Pharmaceuticals - 0.5%
	325,100	Impax Laboratories Inc.*		5,655,190		5,822,541
		Total Health Care		156,715,860		153,245,640
		This sector is 2.2% below your Fund’s cost.
INDUSTRIALS
		Aerospace & Defense - 2.8%
	246,200	Esterline Technologies Corp.*		17,544,526		12,763,008
	162,300	Precision Castparts Corp.		20,452,008		25,231,158
		Air Freight & Logistics - 0.7%
	308,841	Hub Group Inc.*		8,583,114		8,730,935

10

Brandywine Fund, Inc.

Schedule of Investments (Continued)

September 30, 2011

Shares			Cost		Value
Common Stocks - 96.9% (a) (Continued)
		Construction & Engineering - 3.4%
	1,320,100	MasTec Inc.*	$	25,103,270	$	23,246,961
	1,169,500	Quanta Services Inc.*		22,328,246		21,974,905
		Construction & Farm Machinery & Heavy Trucks - 2.3%
	592,200	Wabtec Corp.		36,434,086		31,309,614
		Industrial Conglomerates - 1.7%
	551,900	Danaher Corp.		24,035,207		23,146,686
		Industrial Machinery - 0.7%
	252,100	Robbins & Myers Inc.		10,437,999		8,750,391
		Marine - 2.3%
	578,500	Kirby Corp.*		33,429,786		30,452,240
		Railroads - 2.2%
	275,800	Kansas City Southern*		15,545,314		13,778,968
	263,500	Norfolk Southern Corp.		19,013,632		16,078,770
		Trucking - 0.7%
	1,081,000	Hertz Global Holdings Inc.*		15,509,761		9,620,900
		Total Industrials		248,416,949		225,084,536
		This sector is 9.4% below your Fund’s cost.
INFORMATION TECHNOLOGY
		Application Software - 0.9%
	567,000	Nuance Communications Inc.*		11,714,605		11,544,120
		Communications Equipment - 5.6%
	208,793	Acme Packet Inc.*		7,548,312		8,892,494
	190,900	Plantronics Inc.		5,602,440		5,431,105
	1,550,600	Polycom Inc.*		37,013,031		28,484,522
	657,000	Qualcomm Inc.		36,252,249		31,949,910
		Computer Hardware - 4.4%
	156,444	Apple Inc.*		40,807,493		59,633,324
		Data Processing & Outsourced Services - 3.4%
	1,304,990	VeriFone Systems Inc.*		52,897,204		45,700,750
		Electronic Manufacturing Services - 2.5%
	1,912,200	Jabil Circuit Inc.		31,708,905		34,018,038
		Internet Software & Services - 3.0%
	1,353,300	eBay Inc.*		44,351,681		39,908,817
		Semiconductors - 2.3%
	1,691,900	Skyworks Solutions Inc.*		36,536,895		30,352,686
		Systems Software - 1.4%
	1,158,800	Symantec Corp.*		19,926,615		18,888,440
		Total Information Technology		324,359,430		314,804,206
		This sector is 2.9% below your Fund’s cost.
MATERIALS
		Steel - 1.3%
	374,600	Carpenter Technology Corp.	$	13,768,435	$	16,815,794
		Total Materials		13,768,435		16,815,794
		This sector is 22.1% above your Fund’s cost.
		Total common stocks		1,388,296,089		1,295,452,301
	Shares or
	Principal
	Amount
Short-Term Investments - 2.7% (a)
		Commercial Paper - 2.5%
$	33,800,000	Prudential Funding LLC,
		due 10/03/11,
		discount of 0.10%		33,799,812		33,799,812
		Variable Rate Demand Note - 0.2%
	2,183,901	American Family Financial
		Services, 0.10%		2,183,901		2,183,901
		Total short-term investments		35,983,713		35,983,713
		Total investments - 99.6%	$	1,424,279,802		1,331,436,014
		Other assets, less
		liabilities - 0.4% (a)				5,434,926
		TOTAL NET ASSETS - 100.0%			$	1,336,870,940

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

* Non-dividend paying security.

The accompanying notes to financial statements are an integral part of this schedule.

11

Brandywine Fund, Inc.

Statement of Operations

For the Year Ended September 30, 2011

Income:
Dividends	$	13,540,848
Interest		78,243
Total income		13,619,091
Expenses:
Management fees		18,413,222
Transfer agent fees		977,840
Administrative and accounting services		207,141
Printing and postage expense		167,556
Board of Directors fees and expenses		124,225
Custodian fees		119,480
Professional fees		55,114
Registration fees		47,185
Insurance expense		46,889
Other expenses		1,925
Total expenses		20,160,577
Net Investment Loss		(6,541,486	)
Net Realized Gain on Investments		317,490,769
Net Decrease in Unrealized Appreciation on Investments		(266,737,876	)
Net Gain on Investments		50,752,893
Net Increase in Net Assets Resulting From Operations	$	44,211,407

Statements of Changes in Net Assets

For the Years Ended September 30, 2011 and 2010

	2011			2010
Operations:
Net investment loss	$	(6,541,486	)	$	(6,691,589	)
Net realized gain on investments		317,490,769			168,156,155
Net decrease in unrealized appreciation on investments		(266,737,876	)		(78,682,801	)
Net increase in net assets resulting from operations		44,211,407			82,781,765
Fund Share Activities:
Proceeds from shares issued (7,644,065 and 5,907,401 shares, respectively)		196,448,187			129,867,845
Cost of shares redeemed (24,862,946 and 34,266,723 shares, respectively)		(659,542,217	)		(738,576,591	)
Net decrease in net assets derived from Fund share activities		(463,094,030	)		(608,708,746	)
Total Decrease		(418,882,623	)		(525,926,981	)
Net Assets at the Beginning of the Year		1,755,753,563			2,281,680,544
Net Assets at the End of the Year	$	1,336,870,940		$	1,755,753,563
(Includes undistributed net investment income of $0 and $0, respectively)

The accompanying notes to financial statements are an integral part of these statements.

12

Brandywine Fund, Inc.

Financial Highlights

(Selected data for each share of the Fund outstanding throughout each year)

	Years Ended September 30,
	2011			2010			2009			2008			2007
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year	$	22.02		$	21.11		$	26.86		$	40.98		$	32.27
Income from investment operations:
Net investment loss(1)		(0.09	)		(0.07	)		(0.05	)		(0.18	)		(0.19	)
Net realized and unrealized (losses) gains
on investments		(0.55	)		0.98			(5.59	)		(8.72	)		9.15
Total from investment operations		(0.64	)		0.91			(5.64	)		(8.90	)		8.96
Less distributions:
Distributions from net investment income		—			—			—			—			—
Distributions from net realized gains		—			—			(0.11	)		(5.22	)		(0.25	)
Total from distributions		—			—			(0.11	)		(5.22	)		(0.25	)
Net asset value, end of year	$	21.38		$	22.02		$	21.11		$	26.86		$	40.98
TOTAL RETURN		(2.91	%)		4.31	%		(20.98	%)		(25.16	%)		27.90	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s $)		1,336,871			1,755,754			2,281,681			3,421,787			4,851,268
Ratio of expenses to average net assets		1.09	%		1.11	%		1.10	%		1.08	%		1.08	%
Ratio of net investment loss
to average net assets		(0.36	%)		(0.33	%)		(0.25	%)		(0.54	%)		(0.54	%)
Portfolio turnover rate		234	%		225	%		239	%		210	%		162	%

(1) Net investment loss per share was calculated using average shares outstanding.

The accompanying notes to financial statements are an integral part of this statement.

13

Brandywine Blue Fund

Statement of Assets and Liabilities

September 30, 2011

Assets:
Investments in securities, at value (cost $1,534,158,166)	$	1,539,345,634
Receivable from investments sold		37,039,975
Dividends and interest receivable		1,358,625
Receivable from shareholders for purchases		1,082,553
Total assets	$	1,578,826,787
Liabilities:
Payable to brokers for investments purchased	$	65,485,072
Payable to shareholders for redemptions		24,003,077
Payable to adviser for management fees		1,383,319
Other liabilities		438,038
Total liabilities		91,309,506
Net Assets:
Capital Stock, $0.01 par value; 500,000,000 shares authorized; 69,187,693 shares outstanding		2,791,005,471
Net unrealized appreciation on investments		5,187,468
Accumulated net realized loss on investments		(1,308,675,658	)
Net assets		1,487,517,281
Total liabilities and net assets	$	1,578,826,787
Calculation of net asset value per share:
Net asset value, offering and redemption price per share ($1,487,517,281 ÷ 69,187,693 shares outstanding)	$	21.50

The accompanying notes to financial statements are an integral part of this statement.

Schedule of Investments

September 30, 2011

Shares			Cost		Value
Common Stocks - 96.4% (a)
CONSUMER DISCRETIONARY
		Apparel Retail - 2.6%
	685,000	The TJX Companies Inc.	$	36,060,596	$	37,996,950
		Apparel, Accessories & Luxury Goods - 4.9%
	342,400	Fossil Inc.*		33,640,601		27,754,944
	376,950	VF Corp.		40,205,576		45,806,964
		Auto Parts & Equipment - 3.2%
	435,000	BorgWarner Inc.*		26,854,110		26,330,550
	642,300	TRW Automotive Holdings Corp.*		30,618,256		21,022,479
		Automotive Retail - 2.4%
	537,900	O’Reilly Automotive Inc.*.		32,070,011		35,840,277
		Footwear - 3.5%
	610,300	NIKE Inc.		47,775,117		52,186,753
		General Merchandise Stores - 5.9%
	699,200	Dollar General Corp.*		24,297,200		26,401,792
	142,200	Dollar Tree Inc.*		10,097,959		10,680,642
	1,027,500	Target Corp.		49,127,633		50,388,600
		Internet Retail - 2.8%
	94,260	Priceline.com Inc.*		49,149,127		42,366,099
		Motorcycle Manufacturers - 3.3%
	1,422,100	Harley-Davidson Inc.		55,143,971		48,820,693
		Total Consumer Discretionary		435,040,157		425,596,743
		This sector is 2.2% below your Fund’s cost.
CONSUMER STAPLES
		Household Products - 0.2%
	61,600	Church & Dwight Co. Inc.		2,646,666		2,722,720
		Hypermarkets & Super Centers - 2.1%
	382,800	Costco Wholesale Corp.		28,558,412		31,435,536
		Total Consumer Staples		31,205,078		34,158,256
		This sector is 9.5% above your Fund’s cost.
ENERGY
		Oil & Gas Equipment & Services - 1.0%
	500,300	Halliburton Co.		14,669,162		15,269,156
		Oil & Gas Exploration & Production - 5.0%
	470,600	Concho Resources Inc.*		38,547,665		33,478,484
	615,100	Pioneer Natural Resources Co.		52,145,922		40,455,127
		Total Energy		105,362,749		89,202,767
		This sector is 15.3% below your Fund’s cost.

14

Brandywine Blue Fund

Schedule of Investments (Continued)

September 30, 2011

Shares			Cost		Value
Common Stocks - 96.4% (a) (Continued)
HEALTH CARE
		Biotechnology - 4.6%
	1,091,500	Celgene Corp.*	$	59,364,914	$	67,585,680
		Health Care Distributors - 3.5%
	1,259,700	Cardinal Health Inc.		48,924,650		52,756,236
		Health Care Equipment - 2.6%
	1,631,900	CareFusion Corp.*		45,251,781		39,084,005
		Life Sciences Tools & Services - 3.2%
	1,522,100	Agilent Technologies Inc.*		52,086,085		47,565,625
		Total Health Care		205,627,430		206,991,546
		This sector is 0.7% above your Fund’s cost.
INDUSTRIALS
		Aerospace & Defense - 3.6%
	344,900	Precision Castparts Corp.		41,505,961		53,618,154
		Environmental & Facilities Services - 4.0%
	2,102,300	Republic Services Inc.		64,581,520		58,990,538
		Industrial Conglomerates - 2.8%
	1,002,400	Danaher Corp.		43,780,901		42,040,656
		Railroads - 2.9%
	395,809	Kansas City Southern*		21,635,460		19,774,618
	369,700	Norfolk Southern Corp.		26,650,545		22,559,094
		Trucking - 1.4%
	2,402,200	Hertz Global Holdings Inc.*		33,104,626		21,379,580
		Total Industrials		231,259,013		218,362,640
		This sector is 5.6% below your Fund’s cost.
INFORMATION TECHNOLOGY
		Application Software - 2.9%
	466,900	Citrix Systems Inc.*		32,786,325		25,460,057
	877,000	Nuance Communications Inc.*		18,149,229		17,855,720
		Communications Equipment - 3.3%
	1,003,800	Qualcomm Inc.		56,006,385		48,814,794
		Computer Hardware - 6.4%
	247,900	Apple Inc.*		40,808,902		94,494,522
		Computer Storage & Peripherals - 5.2%
	2,083,900	EMC Corp.*		46,290,657		43,741,061
	852,600	SanDisk Corp.*		36,553,543		34,402,410
		Internet Software & Services - 3.3%
	1,655,600	eBay Inc.*		53,203,820		48,823,644
		IT Consulting & Other Services - 3.4%
	933,800	Teradata Corp.*		46,204,045		49,986,314
		Systems Software - 6.4%
	1,021,500	Check Point Software
		Technologies Ltd.*		46,860,657		53,894,340
	2,550,700	Symantec Corp.*		42,815,766		41,576,410
		Total Information Technology		419,679,329		459,049,272
		This sector is 9.4% above your Fund’s cost.
		Total common stocks		1,428,173,756		1,433,361,224
	Shares or
	Principal
	Amount
Short-Term Investments - 7.1% (a)
		Commercial Paper - 7.0%
$	104,600,000	Prudential Funding LLC,
		due 10/03/11,
		discount of 0.10%........................		104,599,419		104,599,419
		Variable Rate Demand Note - 0.1%
	1,384,991	American Family Financial
		Services, 0.10%		1,384,991		1,384,991
		Total short-term investments		105,984,410		105,984,410
		Total investments - 103.5%	$	1,534,158,166		1,539,345,634
		Liabilities, less
		other assets - (3.5%)(a)				(51,828,353	)
		TOTAL NET ASSETS - 100.0%			$	1,487,517,281

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

* Non-dividend paying security.

The accompanying notes to financial statements are an integral part of this schedule.

15

Brandywine Blue Fund

Statement of Operations

For the Year Ended September 30, 2011

Income:
Dividends	$	16,753,744
Interest		152,364
Total income		16,906,108
Expenses:
Management fees		21,271,021
Transfer agent fees		2,120,187
Printing and postage expense		970,775
Administrative and accounting services		217,433
Board of Directors fees and expenses		126,702
Custodian fees		123,800
Registration fees		85,705
Professional fees		55,149
Insurance expense		51,517
Other expenses.		13,535
Total expenses		25,035,824
Net Investment Loss		(8,129,716	)
Net Realized Gain on Investments		216,689,924
Net Decrease in Unrealized Appreciation on Investments		(171,710,740	)
Net Gain on Investments		44,979,184
Net Increase in Net Assets Resulting From Operations	$	36,849,468

Statements of Changes in Net Assets

For the Years Ended September 30, 2011 and 2010

	2011			2010
Operations:
Net investment loss	$	(8,129,716	)	$	(5,994,541	)
Net realized gain on investments		216,689,924			167,418,597
Net decrease in unrealized appreciation on investments		(171,710,740	)		(36,891,471	)
Net increase in net assets resulting from operations		36,849,468			124,532,585
Distributions to Shareholders:
Distributions from net investment income ($0.06695 per share)		—			(7,553,091	)
Fund Share Activities:
Proceeds from shares issued (15,420,697 and 28,161,958 shares, respectively)		387,493,439			605,605,866
Net asset value of shares issued in distributions reinvested (334,201 shares)		—			6,963,847
Cost of shares redeemed (40,706,584 and 53,126,826 shares, respectively)		(994,416,731	)		(1,133,864,678	)
Net decrease in net assets derived from Fund share activities		(606,923,292	)		(521,294,965	)
Total Decrease		(570,073,824	)		(404,315,471	)
Net Assets at the Beginning of the Year		2,057,591,105			2,461,906,576
Net Assets at the End of the Year	$	1,487,517,281		$	2,057,591,105
(Includes undistributed net investment income of $0 and $0, respectively)

The accompanying notes to financial statements are an integral part of these statements.

16

Brandywine Blue Fund

Financial Highlights

`(Selected data for each share of the Fund outstanding throughout each year)

	Years Ended September 30,
	2011			2010			2009			2008			2007
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year	$	21.78		$	20.67		$	23.86		$	38.18		$	31.15
Income from investment operations:
Net investment (loss) income(1)		(0.10	)		(0.06	)		0.04			(0.07	)		(0.02	)
Net realized and unrealized (losses) gains
on investments		(0.18	)		1.24			(3.23	)		(10.38	)		8.15
Total from investment operations		(0.28	)		1.18			(3.19	)		(10.45	)		8.13
Less distributions:
Distributions from net investment income		—			(0.07	)		—			—			—
Distributions from net realized gains		—			—			—			(3.87	)		(1.10	)
Total from distributions		—			(0.07	)		—			(3.87	)		(1.10	)
Net asset value, end of year	$	21.50		$	21.78		$	20.67		$	23.86		$	38.18
TOTAL RETURN		(1.29	%)		5.71	%		(13.37	%)		(30.70	%)		26.82	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s $)		1,487,517			2,057,591			2,461,907			3,323,668			3,304,281
Ratio of expenses to average net assets		1.18	%		1.17	%		1.16	%		1.13	%		1.12	%
Ratio of net investment (loss) income
to average net assets		(0.38	%)		(0.27	%)		0.21	%		(0.23	%)		(0.06	%)
Portfolio turnover rate		250	%		212	%		261	%		267	%		184	%

(1)Net investment (loss) income per share was calculated using average shares outstanding.

The accompanying notes to financial statements are an integral part of this statement.

The Brandywine Funds

Notes to Financial Statements

September 30, 2011

(1) Summary of Significant Accounting Policies

The following is a summary of significant accounting policies of Brandywine Fund, Inc. (the “Brandywine Fund”) and Brandywine Blue Fund (the “Blue Fund,” one of two Funds in a series of the Brandywine Blue Fund, Inc.) (collectively the “Funds”). Each Fund is registered as a diversified open-end management company under the Investment Company Act of 1940 (the “Act”), as amended. The assets and liabilities of each Fund are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. The Brandywine Fund was incorporated under the laws of Maryland on October 9, 1985. The Blue Fund was incorporated under the laws of Maryland on November 13, 1990. The investment objective of each Fund is to produce long-term capital appreciation principally through investing in common stocks.

(a) Each security, excluding short-term investments, is valued at the last sale price reported by the principal security exchange on which the issue is traded. Securities that are traded on the Nasdaq Markets are valued at the Nasdaq Official Clos­ing Price, or if no sale is reported, the latest bid price. Securities which are traded over-the-counter are valued at the latest bid price. Securities for which quotations are not readily available are valued at fair value as determined by the invest­ment adviser under the supervision of the Board of Directors. The fair value of a security may differ from the last quoted price and the Fund may not be able to sell a security at the estimated fair value. Market quotations may not be available, for example, if trading in particular securities has halted during the day and not resumed prior to the close of trading on the New York Stock Exchange. As of September 30, 2011, there were no securities that were internally fair valued. Short-term investments with maturities of 60 days or less are valued at amortized cost which approximates value. For financial reporting purposes, investment transactions are recorded on the trade date; however, for purposes of executing shareholder transactions, the Funds record changes in holdings of portfolio securities no later than the first business day after the trade date in accordance with Rule 2a-4 of the Act. Accordingly, certain differences between net asset value for financial reporting and for executing shareholder transactions may arise.    

17

The Brandywine Funds

Notes to Financial Statements (Continued)

September 30, 2011

(1) Summary of Significant Accounting Policies (Continued)  

The Funds adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “Fair Value Measurements and Disclosures” Topic 820 (“ASC 820”), effective October 1, 2008. Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Funds use various valuation approaches. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by generally requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The inputs or methodologies used for valuing securities are not necessarily  an indication of the risks associated with investing in those securities.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

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 Funds’ investments as of September 30, 2011, based on the inputs used to value them:

	Brandywine Fund		Blue Fund
Valuation Inputs	Investments in Securities		Investments in Securities
Level 1 –    Common Stocks	$	1,295,452,301	$	1,433,361,224
Level 2 –    Short-Term Commercial Paper		33,799,812		104,599,419
Variable Rate Demand Notes		2,183,901		1,384,991
Total Level 2		35,983,713		105,984,410
Level 3 –		—		—
Total	$	1,331,436,014	$	1,539,345,634

It is the Funds’ policy to recognize transfers between levels at the end of the quarterly reporting period.  There were no transfers between levels during the period ended September 30, 2011.

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

On May 12, 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU No. 2011-04”) modifying ACS 820. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement. The objective of the FASB and IASB is convergence of their guidance on fair value measurements and dis­closures. Specifically, the ASU requires reporting entities to: i) disclose the amounts of any transfers between Level 1 and Level 2 and the reasons for the transfers; ii) disclose for Level 3 fair value measurements: a) quantitative information about significant unobservable inputs used; b) a description of the valuation processes used by the reporting entity and; c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of ASU No. 2011-04 is for interim and annual periods beginning after December 15, 2011. At this time, management is evaluating the implications of this guidance and the impact it will have on the financial statement amounts and footnote disclosures, if any.

(b) Net realized gains and losses on sales of securities are ­computed on the identified cost basis.

(c) Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

(d) The Funds have investments in short-term variable rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these notes to the extent the issuer defaults on its payment obligation. The Funds’ policy is to monitor the creditworthiness of the issuer and nonperformance by these counterparties is not anticipated.    

18

The Brandywine Funds

Notes to Financial Statements (Continued)

September 30, 2011

(1) Summary of Significant Accounting Policies (Continued)

(e) The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 revenues and expenses during the reporting period. Actual results could differ from these estimates.

(f) No provision has been made for Federal income taxes since the Funds have elected to be taxed as “regulated investment companies” and intend to distribute substantially all net investment company taxable income and net capital gains to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.

(g) The Funds have reviewed all open tax years and major jurisdictions, which include Federal and the state of Maryland, and concluded that there are no significant uncertain tax positions that would require recognition in the financial statements.  Open tax years are those that are open for exam by taxing authorities and, as of September 30, 2011, open Federal tax years include the tax years ended September 30, 2008 through 2011. The Funds have no examinations in progress and are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

(h) GAAP requires that permanent differences between income for financial reporting and tax purposes be reclassified in the capital accounts. For the year ended September 30, 2011 the reclassifications were as follows:

	Undistributed		Accumulated
	Net Investment		Net Realized
	Income		Loss			Paid In Capital
Brandywine Fund	$	6,541,486	$	(69	)	$	(6,541,417	)
Blue Fund		8,129,716		(506	)		(8,129,210	)

(2) Investment Adviser and Management Agreements and Transactions With Related Parties

Each Fund has a management agreement with Friess Asso­ciates, LLC (the “Adviser”), with whom certain Officers and a Director of the Funds are affiliated, to serve as investment adviser and manager. Under the terms of the agreements, each Fund will pay the Adviser a monthly management fee at the annual rate of one percent (1%) on the daily net assets of such Fund.

The Adviser entered into sub-advisory agreements with its affiliate, Friess Associates of Delaware, LLC (the “Sub-Adviser”), to assist it in the day-to-day management of each of the Funds. The Adviser and, if so delegated, the Sub-Adviser supervise the investment portfolios of the Funds, directing the purchase and sale of investment securities in the day-to-day management of the Funds. The Adviser pays the Sub-Adviser a fee equal to 110% of the monthly expenses the Sub-Adviser incurs in performing its services as Sub-Adviser. This relationship does not increase the annual management fee the Funds pay to the Adviser.

The Adviser has voluntarily agreed to reimburse each Fund for expenses over 2% of the daily net assets of the Fund. No such reimbursements were required for the year ended September 30, 2011.

Each of the Funds currently pay the five independent directors annual fees of $23,300 each. The lead independent director and chair­man of the audit committee are paid an additional $8,000 and $5,000 annually, respectively, divided proportionately among all the Funds. All of the corresponding fees the directors receive are paid quarterly to the directors and then invested on the payment date in shares of the Funds at the net asset value of the Funds on the payment date. The Funds also reimburse directors for travel costs incurred in order to attend meetings of the Board of Directors. For the year ended September 30, 2011, the Funds expensed the fol­lowing directors fees and costs:

	Brandywine		Blue
	Fund		Fund
Directors Fees and Travel Costs Paid during the Year		$124,225		$126,702

Under the Funds’ organizational documents, each Director, officer, employee or other agent of the Fund (including the Funds’ in­vestment manager) is indemnified, to the extent permitted by the Act, against certain liabilities that may arise out of performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and believes the risk of loss to be remote.

19

The Brandywine Funds

Notes to Financial Statements (Continued)

September 30, 2011

(3) Credit Agreements

U.S. Bank, N.A. has made available to each Fund a credit facility pursuant to Credit Agreements effective July 22, 2004, for the purpose of having cash available to cover incoming redemptions. Each of the Funds has a $50,000,000 credit facility. Principal and interest of such loan under the Credit Agreements are due not more than 31 days after the date of the loan. Amounts under the credit facilities bear interest at a rate per annum equal to the current prime rate minus one percent on the amount borrowed. Advances will be collateralized by securities owned by the respective Fund. During the year ended September 30, 2011, neither Fund borrowed against their Credit Agreement.

(4) Distributions to Shareholders

Net investment income and net realized gains, if any, are distributed to shareholders at least annually.

(5) Investment Transactions

For the year ended September 30, 2011, purchases and proceeds of sales of investment securities (excluding short-term investments) for the Funds were as follows:

			Sale
	Purchases		Proceeds
Brandywine Fund	$	4,172,819,268	$	4,660,021,630
Blue Fund		5,079,883,864		5,647,416,219

(6) Income Tax Information

The following information for the Funds is presented on an income tax basis as of September 30, 2011:

			Gross		Gross			Net Unrealized			Distributable		Distributable
	Cost of		Unrealized		Unrealized			Depreciation			Ordinary		Long-Term
	Investments		Appreciation		Depreciation			on Investments			Income		Capital Gains
Brandywine Fund	$	1,429,423,058	$	48,741,257	$	(146,728,301	)	$	(97,987,044	)	$	—	$	—
Blue Fund		1,544,405,817		112,038,542		(117,098,725	)		(5,060,183	)		—		—

The difference, if any, between the cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

The tax components of dividends paid during the years ended September 30, 2011 and 2010, capital loss carryovers, which may be used to offset future capital gains, subject to Internal Revenue Code limitations (expiring in 2017 and 2018), as of September 30, 2011, and tax basis post-October losses as of September 30, 2011, which are not recognized for tax purposes until the first day of the following fiscal year are:

	September 30, 2011								September 30, 2010
	Ordinary		Long-Term		Net Capital				Ordinary		Long-Term
	Income		Capital Gains		Loss		Post-October		Income		Capital Gains
	Distributions		Distributions		Carryovers		Losses		Distributions		Distributions
Brandywine Fund	$	—	$	—	$	871,516,398	$	—	$	—	$	—
Blue Fund		—		—		1,298,428,007		—		7,553,091		—

Since there were no ordinary distributions paid for the Funds’ for the year ended September 30, 2011, there were no distributions designated as qualifying for the dividends received deduction for corporate shareholders nor as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003 (Unaudited).

(7) Subsequent Events

On October 3, 2011 the Funds entered into a distribution agreement with Quasar Distributors, LLC, a wholly owned subsidiary of U.S. Bank. Concurrent with this agreement, the Funds terminated the existing secured lines of credit and are negotiating the terms of new unsecured lines of credit. The Advisor has agreed to incur the fees related to the distribution services on behalf of the Funds.

20

Cost Discussion

Mutual fund shareholders incur two types of costs: (1) transac­tion costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b-1) fees; and other fund expenses. Brandywine and Brandywine Blue do not have 12b-1 distribution fees. This example is intended to help you understand your ongo­ing costs (in dollars) of investing in the Brandywine Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

In addition to the costs highlighted and described below, the only Fund transaction costs you might currently incur would be wire fees ($15 per wire), if you choose to have proceeds from a redemption wired to your bank account instead of receiving a check. Additionally, U.S. Bank charges an annual processing fee ($15) if you maintain an IRA account with the Funds. To determine your total costs of investing in the Funds, you would need to add any applicable wire or IRA processing fees you’ve incurred during the period to the costs provided in the example below.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 1, 2011 through September 30, 2011.

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 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During 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 Funds 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. While the Brandywine Funds currently do not assess sales charges, redemption or exchange fees, other funds do, and those costs will not be reflected in their expense example tables.  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		Ending
	Account		Account		Expenses Paid
	Value		Value		During Period*
	4/01/11		9/30/11		4/01/11-9/30/11
Brandywine Actual	$	1,000.00	$	737.20	$	4.75
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.60	$	5.52
Brandywine Blue Actual	$	1,000.00	$	801.00	$	5.33
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.20	$	5.97

* Expenses are equal to the Funds’ annualized expense ratios of 1.09% and 1.18%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period between April 1, 2011 and September 30, 2011)

Additional Director Information, Proxy

Voting Policyand Quarterly Portfolio Schedules

For additional information about the Directors and Officers or for a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call (800) 656-3017 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Addi­tional Information is also available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov or the Funds’ website at http://www.brandywinefunds.com. Information on how the Funds voted proxies relating to portfolio securities is available on the Funds’ website or the website of the Commission no later than August 31 for the prior twelve months ending June 30. The Funds file their complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s 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.

21

Brandywine Fund and Brandywine Blue Fund Directors and Officers

		Position, Term of Office and Length
		of Time Served and Number of
		Portfolios in Fund Complex	Principal Occupation	Other Directorships Held
	Name, Age, Address	Overseen by Director	During Past Five Years	by Director
	C. Quentin S. Jackson, 67 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Lead Independent Director Indefinite Term since October 2001 3 Portfolios	Mr. Jackson is retired. He was the President and Chief Executive Officer of Nuclear Electric Insurance Ltd., a multibillion-dollar company mutually owned by energy companies.	None
	Stuart A. McFarland, 64 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Director Indefinite Term since October 2001 Audit Committee Chairman, since June 2004 3 Portfolios	Mr. McFarland is Managing Partner of Federal City Capital Advisors, LLC, a financial advisory firm. He was the Chairman of Federal City Bancorp, a thrift holding company from April 2004 until June 2007.	Helios Funds (8 portfolios) and Newcastle Investment Corporation
	Thomas D. Wren, 59 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Director Indefinite Term since June 2006 3 Portfolios	Mr. Wren is retired. He was a senior adviser for Promontory Financial Group, LLC from 2006 to 2011. He was the Treasurer of MBNA Corporation and its MBNA America Bank, N.A. subsidiary from 1995 to 2006.	ACM Financial Trust, Inc. and Hatteras Financial Corp.
	Stephen M. Wynne, 56 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Director Indefinite Term since September 2011 3 Portfolios	Mr. Wynne is retired. He was the CEO of the U.S. Funds Services business unit of Bank of New York Mellon, following the acquisition in 2010 of PNC Global Investment Servicing. He was the CEO of PNC Global Investment Servicing where he served in various capacities from 1977 until 2010.	Copeland Trust (1 portfolio),  and FundVantage Trust (21 portfolios)
	James W. Zug, 71 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Director Indefinite Term since October 2001 3 Portfolios	Mr. Zug is a retired Partner of PricewaterhouseCoopers LLP. He was employed with Pricewater­- houseCoopers and its predecessors from 1964 until 2000.	Allianz Funds (25 portfolios),  Amkor Technology, Inc. and Teleflex Inc.

22

Brandywine Fund and Brandywine Blue Fund Directors and Officers

		Position, Term of Office and Length
		of Time Served and Number of
"Interest Persons"		Portfolios in Fund Complex Over-	Principal Occupation	Other Directorships Held
of the Funds*	Name, Age, Address	seen by Director or Officer	During Past Five Years	by Director or Officer
	William F. D’Alonzo*, 56 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Director Indefinite Term since October 2001 President since 2003 Chairman since 2004 3 Portfolios	Mr. D’Alonzo joined Friess Associates in 1981 as part of the research team, became Chief Investment Officer in 1997 and Chief Executive Officer in 2002.	None
	Lynda J. Campbell*, 65 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Vice President since 1998 Secretary since 1990 Treasurer since 2007 3 Portfolios	Ms. Campbell joined Friess Associ- ates in 1985, the year of Brandy- wine Fund’s inception. Ms. Campbell is currently Chief ­­Administrative Officer of the Friess Companies.	None
	Joseph J. Fields*, 55 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Vice President since 2007 3 Portfolios	Mr. Fields joined Friess Associates in 1999. He is currently a Client Relationship Manager of the Friess Companies.	None
	Gordon Kaiser*, 52 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Vice President since 2007 3 Portfolios	Mr. Kaiser joined Friess Associates in 1999. He is currently a Client Relationship Manager of the Friess Companies.	None
	David D. Marky*, 46 c/o Friess Associates P.O. Box 4166 Greenville, DE 19807	Vice President since 2002 Chief Compliance Officer since 2004 3 Portfolios	Mr. Marky joined Friess Associates in 2000. He currently serves as Chief Compliance Officer and Chief Operating Officer for the Friess Companies.	None

		The Brandywine Funds P.O. Box 4166 Greenville, DE 19807 (800) 656-3017 www.brandywinefunds.com
Foster S. Friess
Founder

For additional information about the Directors and Officers, please call (800) 656-3017 and request a Statement of Additional Information. One will be mailed to you free of charge.

* Messrs. D’Alonzo, Fields, Kaiser and Marky and Ms. Campbell are “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940 by reason of their being officers of the Funds and employees of Friess Associaties, LLC.

23

Capital Gains Update...

The Brandywine Funds will not distribute capital gains stemming from fiscal 2011. Whether there are any capital gains distributions made for the calendar year will be determined over the last three months of 2011, but that possibility is very remote.

Brandywine Fund finished the fiscal year with a net realized loss of approximately $14.02 per share. Bran­dywine Blue Fund’s net realized loss was approximately $18.91 per share. The Brandywine Funds will not make capital gains distributions, which are taxable events for shareholders in taxable accounts, until gains are realized in excess of the net loss amounts. Please check upcoming reports for updates.

IRA Investors...

The annual $15 maintenance fee for shareholders invested through IRA accounts is due on November 18, 2011. For your convenience, US Bancorp will automatically deduct this amount from your IRA on the due date, or if you prefer not to have the fee swept from your account, please send a check to US Bancorp by the due date.

Definitions and Disclosures

Must be preceded or accompanied by a prospectus. Please refer to the prospectus for important information about the investment company, including investment objectives, risks, charges and expenses.

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Funds invest in mid-cap companies, which involve ad­ditional risks such as limited liquidity and greater volatility. Investments in foreign securities, even though publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. Current and future portfolio holdings are subject to risk.

Fund holdings and sector weightings are subject to change at any time and are not recommendations to buy or sell any securities. Securi­ties discussed were not held by the Funds as of September 30, 2011, unless listed in the accompanying schedules of investments. Book Value is the net asset value of a company, calculated by subtracting total liabilities from total assets. The Price-to-Book (P/B) Ratio compares a stock’s market value to the value of total assets less total liabilities. Earnings growth rates quoted for the Funds refer solely to the estimated earnings growth rates of the average investment holding of the Funds based on consensus estimates from Baseline Financial Services, Inc. (Baseline) and not to the actual performance of the Funds themselves. Baseline provides analytical information and services to the investment community.

The Russell 1000, Russell 1000 Growth, Russell 3000, Russell 3000 Growth and S&P 500 Indexes are unmanaged indexes commonly used to measure the performance of U.S. stocks. You cannot invest directly in an index. As of September 30, 2011, the Russell 1000 Index’s average annual total returns for 1, 5 and 10 years were 0.91, -0.91 and 3.28 percent; the Russell 1000 Growth Index’s were 3.78, 1.62 and 3.01 percent; the Russell 3000 Index’s were 0.55, -0.92 and 3.48 percent; the Russell 3000 Growth Index’s were 3.39, 1.56 and 3.18 percent; and the S&P 500 Index’s were 1.14, -1.18 and 2.82 percent.

P.O. Box 4166, Greenville, DE 19807
(800) 656-3017	www.brandywinefunds.com	bfunds@friess.com

Investment Adviser: Friess Associates, LLC	Administrator, Accountant & Transfer Agent: U.S. Bancorp Fund Services, LLC
Investment Sub-Adviser: Friess Associates of Delaware, LLC	Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP
Custodian: U.S. Bank, N.A.	Distributor: Quasar Distributors, LLC
Legal Counsel: Foley & Lardner LLP

Officers:William D’Alonzo, Chairman and President;

Lynda Campbell, Vice President, Secretary and Treasurer; Joseph Fields, Vice President; Gordon Kaiser,

Vice President; David Marky, Chief Compliance Officer, Vice President and Assistant Secretary

Report Editor: Chris Aregood Report Staff: David Marky, Adam Rieger

24

Item 2. Code of Ethics.

Registrant has adopted a code of ethics.  See attached Exhibit 12 (a)(1).

Item 3. Audit Committee Financial Expert.

Registrant’s Board of Directors has determined that Mr. Stuart A. McFarland, a member of the audit committee, is an audit committee financial expert.  Mr. McFarland is “independent” as such term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

 $30,750 (FY 2011) and $30,008 (FY 2010) are the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Audit-Related Fees

There were no fees billed in the last two fiscal years for Audit-Related Fees.

(c)  Tax Fees

There were no fees billed in the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice, tax planning and tax return preparation.

(d) All Other Fees

There were no other fees billed in the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) – (c) of this Item 4.

(e) (1) None

(e) (2) None

(f) Not applicable.

(g) $69,548 (FY 2011) and $70,870 (FY 2010) in non-audit fees were billed to the registrant’s investment adviser for tax return preparation and GIPS performance verification services.

(h) The Audit Committee of the registrant determined that the provision of non-audit services rendered to the registrant’s investment adviser by the principal accountant disclosed in paragraph (g) of this Item 4, was compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Schedule of Investments.

(a)   The Schedule of Investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form.

(b)   Not applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a)   The Registrant’s disclosure controls and procedures are periodically evaluated.  As of October 26, 2011, the date of the last evaluation, the Registrant’s officers have concluded that the Registrant’s disclosure controls and procedures are adequate.

(b)   The Registrant’s internal controls are periodically evaluated.  There were no changes in the Registrant’s internal control over financial reporting 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, such controls.

Item 12. Exhibits.

(a)   (1) Any code of ethics or amendment thereto. Filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished 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.

Brandywine Fund, Inc.

Registrant

By     /s/ William F. D’Alonzo

         William F. D’Alonzo, President,  Principal Executive Officer

Date 10/27/2011

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.

Brandywine Fund, Inc.

Registrant

By     /s/ Lynda J. Campbell

         Lynda J. Campbell, Treasurer, Principal Financial Officer

Date 10/27/2011