******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-06221
Reporting Period: 07/01/2009 - 06/30/2010
Brandywine Blue Fund, Inc.



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY


Investment Company Act file number  811-06221

Brandywine Blue Fund, Inc.
 (Exact name of registrant as specified in charter)

3711 Kennett Pike, Greenville, DE  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)


Registrant's telephone number, including area code: 302-656-3017


Date of fiscal year end: 09/30


Date of reporting period: 06/30/2010


==================== Brandywine Advisors Midcap Growth Fund ====================


ALBEMARLE CORPORATION

Ticker:       ALB            Security ID:  012653101
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Alfred Broaddus, Jr.  For       For          Management
1.2   Elect Director R. William Ide, III      For       For          Management
1.3   Elect Director Richard L. Morrill       For       For          Management
1.4   Elect Director Jim W. Nokes             For       For          Management
1.5   Elect Director Berry W. Perry           For       For          Management
1.6   Elect Director Mark C. Rohr             For       For          Management
1.7   Elect Director John Sherman, Jr.        For       For          Management
1.8   Elect Director Charles E. Stewart       For       For          Management
1.9   Elect Director Harriett Tee Taggart     For       For          Management
1.10  Elect Director Anne Marie Whittemore    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director L. Patrick Hassey        For       For          Management
1.2   Elect Director Barbara S. Jeremiah      For       For          Management
1.3   Elect Director John D. Turner           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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ALTERA CORPORATION

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John P. Daane            For       For          Management
2     Elect Director Robert J. Finocchio, Jr. For       For          Management
3     Elect Director Kevin McGarity           For       For          Management
4     Elect Director T. Michael Nevens        For       For          Management
5     Elect Director Krish A. Prabhu          For       For          Management
6     Elect Director John Shoemaker           For       For          Management
7     Elect Director Susan Wang               For       For          Management
8     Amend Omnibus Stock Plan                For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management
12    Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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AMERICAN EAGLE OUTFITTERS, INC.

Ticker:       AEO            Security ID:  02553E106
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan T. Kane             For       For          Management
2     Elect Director Cary D. McMillan         For       For          Management
3     Elect Director James V. O'Donnell       For       For          Management
4     Ratify Auditors                         For       For          Management


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ray Stata                For       For          Management
1.2   Elect Director Jerald G. Fishman        For       For          Management
1.3   Elect Director James A. Champy          For       For          Management
1.4   Elect Director John L. Doyle            For       For          Management
1.5   Elect Director John C. Hodgson          For       For          Management
1.6   Elect Director Yves-Andre Istel         For       For          Management
1.7   Elect Director Neil Novich              For       For          Management
1.8   Elect Director F. Grant Saviers         For       For          Management
1.9   Elect Director Paul J. Severino         For       For          Management
1.10  Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 16, 2009   Meeting Type: Annual
Record Date:  OCT 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Crowley       For       For          Management
1.2   Elect Director Sue E. Gove              For       For          Management
1.3   Elect Director Earl G. Graves, Jr.      For       For          Management
1.4   Elect Director Robert R. Grusky         For       For          Management
1.5   Elect Director J. R. Hyde, III          For       For          Management
1.6   Elect Director W. Andrew McKenna        For       For          Management
1.7   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.8   Elect Director Luis P. Nieto            For       For          Management
1.9   Elect Director William C. Rhodes, III   For       For          Management
1.10  Elect Director Theodore W. Ullyot       For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management


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BIG LOTS, INC.

Ticker:       BIG            Security ID:  089302103
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey P. Berger        For       For          Management
1.2   Elect Director Steven S. Fishman        For       For          Management
1.3   Elect Director Peter J. Hayes           For       For          Management
1.4   Elect Director David T. Kollat          For       For          Management
1.5   Elect Director Brenda J. Lauderback     For       For          Management
1.6   Elect Director Philip E. Mallott        For       For          Management
1.7   Elect Director Russell Solt             For       For          Management
1.8   Elect Director James R. Tener           For       For          Management
1.9   Elect Director Dennis B. Tishkoff       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Require Advance Notice for Shareholder  For       For          Management
      Director Nominations
6     Ratify Auditors                         For       For          Management


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BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan L. Amble            For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       For          Management
1.4   Elect Director John E. Major            For       For          Management
1.5   Elect Director Scott A. McGregor        For       For          Management
1.6   Elect Director William T. Morrow        For       For          Management
1.7   Elect Director Robert E. Switz          For       For          Management
2     Ratify Auditors                         For       For          Management


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CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Patrick       For       For          Management
1.2   Elect Director Jon Erik Reinhardsen     For       For          Management
1.3   Elect Director Bruce W. Wilkinson       For       For          Management
2     Ratify Auditors                         For       For          Management


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CANADIAN PACIFIC RAILWAY LIMITED

Ticker:       CP             Security ID:  13645T100
Meeting Date: MAY 21, 2010   Meeting Type: Annual/Special
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
2.1   Elect Director John E. Cleghorn         For       For          Management
2.2   Elect Director Tim W. Faithfull         For       For          Management
2.3   Elect Director Frederic J. Green        For       For          Management
2.4   Elect Director Krystyna T. Hoeg         For       For          Management
2.5   Elect Director Richard C. Kelly         For       For          Management
2.6   Elect Director John P. Manley           For       For          Management
2.7   Elect Director Linda J. Morgan          For       For          Management
2.8   Elect Director Madeleine Paquin         For       For          Management
2.9   Elect Director Michael E.J. Phelps      For       For          Management
2.10  Elect Director Roger Phillips           For       For          Management
2.11  Elect Director David W. Raisbeck        For       For          Management
2.12  Elect Director Hartley T. Richardson    For       For          Management
2.13  Elect Director Michael W. Wright        For       For          Management
3     Amend Bylaw No. 1                       For       For          Management


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 28, 2010   Meeting Type: Annual
Record Date:  APR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald E. Blaylock       For       For          Management
1.2   Elect Director Keith D. Browning        For       For          Management
1.3   Elect Director Thomas G. Stemberg       For       For          Management
2     Ratify Auditors                         For       For          Management


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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark B. Templeton        For       For          Management
2     Elect Director Stephen M. Dow           For       For          Management
3     Elect Director Godfrey R. Sullivan      For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph L. Herring        For       For          Management
1.2   Elect Director John McCartney           For       For          Management
1.3   Elect Director Bradley T. Sheares ,     For       For          Management
      Ph.D
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 11, 2009   Meeting Type: Annual
Record Date:  SEP 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darren R. Huston         For       For          Management
1.2   Elect Director William T. Keevan        For       For          Management
1.3   Elect Director Lyle Logan               For       For          Management
1.4   Elect Director Julia A. McGee           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Policy Prohibiting Medically      Against   Against      Shareholder
      Unnecessary Veterinary Training
      Surgeries


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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       For          Management
1.2   Elect Director John S. Hendricks        For       For          Management
1.3   Elect Director M. LaVoy Robison         For       For          Management
2     Ratify Auditors                         For       For          Management


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EXCO RESOURCES, INC.

Ticker:       XCO            Security ID:  269279402
Meeting Date: JUN 17, 2010   Meeting Type: Annual
Record Date:  APR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas H. Miller        For       For          Management
1.2   Elect Director Stephen F. Smith         For       For          Management
1.3   Elect Director Jeffrey D. Benjamin      For       For          Management
1.4   Elect Director Vincent J. Cebula        For       For          Management
1.5   Elect Director Earl E. Ellis            For       For          Management
1.6   Elect Director B. James Ford            For       For          Management
1.7   Elect Director Mark Mulhern             For       For          Management
1.8   Elect Director T. Boone Pickens         For       For          Management
1.9   Elect Director Jeffrey S. Serota        For       For          Management
1.10  Elect Director Robert L. Stillwell      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Policy on Board Diversity         Against   Against      Shareholder


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EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Frank J. Borelli         For       For          Management
3     Elect Director Maura C. Breen           For       For          Management
4     Elect Director Nicholas J. LaHowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A Myers, Jr.,    For       For          Management
      M.D.
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Samuel K. Skinner        For       For          Management
11    Elect Director Seymour Sternberg        For       For          Management
12    Elect Director Barrett A. Toan          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Report on Political Contributions       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder


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FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       For          Management
1.2   Elect Director Ulysses L. Bridgeman,    For       For          Management
      Jr.
1.3   Elect Director Emerson L. Brumback      For       For          Management
1.4   Elect Director James P. Hackett         For       For          Management
1.5   Elect Director Gary R. Heminger         For       For          Management
1.6   Elect Director Jewell D. Hoover         For       For          Management
1.7   Elect Director Kevin T. Kabat           For       For          Management
1.8   Elect Director Mitchel D. Livingston,   For       For          Management
      PhD
1.9   Elect Director Hendrik G. Meijer        For       For          Management
1.10  Elect Director John J. Schiff, Jr.      For       For          Management
1.11  Elect Director Dudley S. Taft           For       For          Management
1.12  Elect Director Marsha C. Williams       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Eliminate Cumulative Voting             For       For          Management
4     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Require Independent Board Chairman      Against   Against      Shareholder


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FOSTER WHEELER AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Eugene Atkinson as Director     For       For          Management
1.2   Reelect Steven Demetriou                For       For          Management
1.3   Reelect Stephanie Hanbury-Brown as      For       For          Management
      Director
1.4   Elect Robert Flexon as Director         For       For          Management
2     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm
4     Accept Financial Statements and         For       For          Management
      Statutory Reports, Allocation of Income
5     Approve Discharge of Board and Senior   For       For          Management
      Management
6     Approve Release of Additional Paid-In   For       For          Management
      Capital from Capital Contribution to
      Reserves
7     Change Location of Registered Office to For       For          Management
      Baar, Switzerland
8     Amend Articles Re: Eliminate            For       For          Management
      Requirement to List Citizenship of
      Shareholders in Share Register
9     Amend Articles Re: Share Certificates   For       For          Management
      due to New Swiss Federal Act on
      Intermediated Securities
10    Transact Other Business (Voting)        For       For          Management


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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 11, 2010   Meeting Type: Annual
Record Date:  JAN 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara D. Carlini       For       For          Management
1.2   Elect Director Douglas N. Daft          For       For          Management
1.3   Elect Director Hinda Miller             For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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GREENHILL & CO., INC.

Ticker:       GHL            Security ID:  395259104
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Greenhill      For       For          Management
1.2   Elect Director Scott L. Bok             For       For          Management
1.3   Elect Director Simon A. Borrows         For       For          Management
1.4   Elect Director John C. Danforth         For       For          Management
1.5   Elect Director Steven F. Goldstone      For       For          Management
1.6   Elect Director Stephen L. Key           For       For          Management
1.7   Elect Director Robert T. Blakely        For       For          Management
2     Ratify Auditors                         For       For          Management


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ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul C. Grint, M.D.      For       For          Management
1.2   Elect Director David R. Walt, Ph.D.     For       For          Management
2     Ratify Auditors                         For       For          Management


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ITT CORPORATION

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven R. Loranger       For       For          Management
1.2   Elect Director Curtis J. Crawford       For       For          Management
1.3   Elect Director Christina A. Gold        For       For          Management
1.4   Elect Director Ralph F. Hake            For       For          Management
1.5   Elect Director John J. Hamre            For       For          Management
1.6   Elect Director Paul J. Kern             For       For          Management
1.7   Elect Director Frank T. MacInnis        For       For          Management
1.8   Elect Director Surya N. Mohapatra       For       For          Management
1.9   Elect Director Linda S. Sanford         For       For          Management
1.10  Elect Director Markos I. Tambakeras     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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J.B. HUNT TRANSPORT SERVICES, INC.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas G. Duncan        For       For          Management
2     Elect Director Sharilyn S. Gasaway      For       For          Management
3     Elect Director Coleman H. Peterson      For       For          Management
4     Elect Director James L. Robo            For       For          Management
5     Elect Director Wayne Garrison           For       For          Management
6     Elect Director Gary C. George           For       For          Management
7     Elect Director Bryan Hunt               For       For          Management
8     Ratify Auditors                         For       For          Management


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J.CREW GROUP, INC.

Ticker:       JCG            Security ID:  46612H402
Meeting Date: JUN 8, 2010    Meeting Type: Annual
Record Date:  APR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Heather Resiman          For       For          Management
1.2   Elect Director David House              For       For          Management
1.3   Elect Director Stuart Sloan             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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LENDER PROCESSING SERVICES, INC.

Ticker:       LPS            Security ID:  52602E102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Carbiener     For       For          Management
1.2   Elect Director A.R. (Pete) Carpenter    For       For          Management
1.3   Elect Director John F. Farrell, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management


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LIFE TECHNOLOGIES CORPORATION

Ticker:       LIFE           Security ID:  53217V109
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George F. Adam, Jr.      For       For          Management
1.2   Elect Director Raymond V. Dittamore     For       For          Management
1.3   Elect Director Arnold J. Levine, Ph.D.  For       For          Management
1.4   Elect Director Bradley G. Lorimier      For       For          Management
1.5   Elect Director David C. U'Prichard,     For       For          Management
      Ph.D.
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Eliminate Supermajority Vote            For       For          Management
      Requirement
7     Approve Executive Incentive Bonus Plan  For       For          Management


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LIMITED BRANDS, INC.

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis S. Hersch         For       For          Management
1.2   Elect Director David T. Kollat          For       For          Management
1.3   Elect Director William R. Loomis, Jr.   For       For          Management
1.4   Elect Director Leslie H. Wexner         For       For          Management
2     Ratify Auditors                         For       For          Management


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LKQ CORPORATION

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 10, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. Clinton Allen         For       For          Management
2     Elect Director Victor M. Casini         For       For          Management
3     Elect Director Robert M. Devlin         For       For          Management
4     Elect Director Donald F. Flynn          For       For          Management
5     Elect Director Kevin F. Flynn           For       For          Management
6     Elect Director Ronald G. Foster         For       For          Management
7     Elect Director Joseph M. Holsten        For       For          Management
8     Elect Director Paul M. Meister          For       For          Management
9     Elect Director John F. O Brien          For       For          Management
10    Elect Director William M. Webster, IV   For       For          Management
11    Ratify Auditors                         For       For          Management


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MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis W. Archer         For       For          Management
2     Elect Director Anthony F. Earley, Jr.   For       For          Management
3     Elect Director   Lisa A. Payne          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Dolan         For       For          Management
1.2   Elect Director Robert A. Eckert         For       For          Management
1.3   Elect Director Frances D. Fergusson     For       For          Management
1.4   Elect Director Tully M. Friedman        For       For          Management
1.5   Elect Director Dominic Ng               For       For          Management
1.6   Elect Director Vasant M. Prabhu         For       For          Management
1.7   Elect Director Andrea L. Rich           For       For          Management
1.8   Elect Director Ronald L. Sargent        For       For          Management
1.9   Elect Director Dean A. Scarborough      For       For          Management
1.10  Elect Director Christopher A. Sinclair  For       For          Management
1.11  Elect Director G. Craig Sullivan        For       For          Management
1.12  Elect Director Kathy Brittain White     For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: DEC 10, 2009   Meeting Type: Annual
Record Date:  OCT 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tunc Doluca              For       For          Management
1.2   Elect Director B. Kipling Hagopian      For       For          Management
1.3   Elect Director James R. Bergman         For       For          Management
1.4   Elect Director Joseph R. Bronson        For       For          Management
1.5   Elect Director Robert E. Grady          For       For          Management
1.6   Elect Director William D. Watkins       For       For          Management
1.7   Elect Director A.R. Frank Wazzan        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


- --------------------------------------------------------------------------------

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John F. Bookout, III as Director  For       For          Management
1.2   Elect Roger A. Brown as Director        For       For          Management
1.3   Elect Ronald C. Cambre as Director      For       For          Management
1.4   Elect John A. Fees as Director          For       For          Management
1.5   Elect Robert W. Goldman as Director     For       For          Management
1.6   Elect Stephen G. Hanks as Director      For       For          Management
1.7   Elect Oliver D. Kingsley, Jr. as        For       For          Management
      Director
1.8   Elect D. Bradley McWilliams as Director For       For          Management
1.9   Elect Richard W. Mies as Director       For       For          Management
1.10  Elect Thomas C. Schievelbein as         For       For          Management
      Director
1.11  Elect David A. Trice as Director        For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


- --------------------------------------------------------------------------------

MEDNAX, INC.

Ticker:       MD             Security ID:  58502B106
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cesar L. Alvarez         For       For          Management
1.2   Elect Director Waldemar A. Carlo, M.D.  For       For          Management
1.3   Elect Director Michael B. Fernandez     For       For          Management
1.4   Elect Director Roger K. Freeman, M.D.   For       For          Management
1.5   Elect Director Paul G. Gabos            For       For          Management
1.6   Elect Director Dany Garcia              For       For          Management
1.7   Elect Director Pascal J. Goldschmidt,   For       For          Management
      M.D.
1.8   Elect Director Manuel Kadre             For       For          Management
1.9   Elect Director Roger J. Medel, M.D.     For       For          Management
1.10  Elect Director Donna E. Shalala, Ph.D.  For       For          Management
1.11  Elect Director Enrique J. Sosa, Ph.D.   For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Emmanuel T. Hernandez    For       For          Management
2     Elect Director John Marren              For       For          Management
3     Elect Director William E. Stevens       For       For          Management
4     Elect Director James B. Williams        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Approve Omnibus Stock Plan              For       For          Management
7     Other Business                          For       For          Management


- --------------------------------------------------------------------------------

NATIONAL SEMICONDUCTOR CORPORATION

Ticker:       NSM            Security ID:  637640103
Meeting Date: SEP 25, 2009   Meeting Type: Annual
Record Date:  JUL 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian L. Halla           For       For          Management
1.2   Elect Director Steven R. Appleton       For       For          Management
1.3   Elect Director Gary P. Arnold           For       For          Management
1.4   Elect Director Richard J. Danzig        For       For          Management
1.5   Elect Director John T. Dickson          For       For          Management
1.6   Elect Director Robert J. Frankenberg    For       For          Management
1.7   Elect Director Modesto A. Maidique      For       For          Management
1.8   Elect Director Edward R. McCracken      For       For          Management
1.9   Elect Director Roderick C. McGeary      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Repricing of Options            For       For          Management


- --------------------------------------------------------------------------------

NBTY, INC.

Ticker:       NTY            Security ID:  628782104
Meeting Date: FEB 26, 2010   Meeting Type: Annual
Record Date:  JAN 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael L. Ashner        For       For          Management
1.2   Elect Director Glenn Cohen              For       For          Management
1.3   Elect Director Arthur Rudolph           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven P. Dussek         For       For          Management
1.2   Elect Director Donald Guthrie           For       For          Management
1.3   Elect Director  Steven M. Shindler      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

NUANCE COMMUNICATIONS, INC.

Ticker:       NUAN           Security ID:  67020Y100
Meeting Date: JAN 29, 2010   Meeting Type: Annual
Record Date:  DEC 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul A. Ricci            For       For          Management
2     Elect Director Robert G. Teresi         For       For          Management
3     Elect Director Robert J. Frankenberg    For       For          Management
4     Elect Director Katharine A. Martin      For       For          Management
5     Elect Director Patrick T. Hackett       For       For          Management
6     Elect Director William H. Janeway       For       For          Management
7     Elect Director Mark B. Myers            For       For          Management
8     Elect Director Philip J. Quigley        For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Gaither         For       For          Management
1.2   Elect Director Jen-Hsun Huang           For       For          Management
1.3   Elect Director A. Brooke Seawell        For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ON SEMICONDUCTOR CORPORATION

Ticker:       ONNN           Security ID:  682189105
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  J. Daniel McCranie      For       For          Management
1.2   Elect Director Emmanuel T. Hernandez    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

PHILLIPS-VAN HEUSEN CORPORATION

Ticker:       PVH            Security ID:  718592108
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Baglivo             For       For          Management
1.2   Elect Director Emanuel Chirico          For       For          Management
1.3   Elect Director Edward H. Cohen          For       For          Management
1.4   Elect Director Joseph B. Fuller         For       For          Management
1.5   Elect Director Fred Gehring             For       For          Management
1.6   Elect Director Margaret L. Jenkins      For       For          Management
1.7   Elect Director David Landau             For       For          Management
1.8   Elect Director Bruce Maggin             For       For          Management
1.9   Elect Director V. James Marino          For       For          Management
1.10  Elect Director Henry Nasella            For       For          Management
1.11  Elect Director Rita M. Rodriguez        For       For          Management
1.12  Elect Director Craig Rydin              For       For          Management
1.13  Elect Director Christian Stahl          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ROVI CORPORATION

Ticker:       ROVI           Security ID:  779376102
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alfred J. Amoroso        For       For          Management
1.2   Elect Director Andrew K. Ludwick        For       For          Management
1.3   Elect Director Alan L. Earhart          For       For          Management
1.4   Elect Director James E. Meyer           For       For          Management
1.5   Elect Director James P. O'Shaughnessy   For       For          Management
1.6   Elect Director Ruthann Quindlen         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SEI INVESTMENT COMPANY

Ticker:       SEIC           Security ID:  784117103
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alfred P. West           For       For          Management
1.2   Elect Director William M. Doran         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect David Stout as Director           For       For          Management
4     Elect William Burns as Director         For       For          Management
5     Reappoint Deloitte LLP as Auditors      For       For          Management
6     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
7     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
8     Amend the Portfolio Share Plan          For       For          Management
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase               For       For          Management


- --------------------------------------------------------------------------------

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Stuart L. Levenick       For       For          Management
1.6   Elect Director John W. McCarter, Jr.    For       For          Management
1.7   Elect Director Neil S. Novich           For       For          Management
1.8   Elect Director Michael J. Roberts       For       For          Management
1.9   Elect Director Gary L. Rogers           For       For          Management
1.10  Elect Director James T. Ryan            For       For          Management
1.11  Elect Director E. Scott Santi           For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


- --------------------------------------------------------------------------------

WARNER CHILCOTT PLC

Ticker:       WCRX           Security ID:  G94368100
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect John Connaughton as Director      For       For          Management
1B    Elect Stephen Murray as Director        For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


- --------------------------------------------------------------------------------

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kathleen B. Cooper       For       For          Management
2     Elect Director William R. Granberry     For       For          Management
3     Elect Director William G. Lowrie        For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management
7     Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation




============================= Brandywine Blue Fund =============================


ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: FEB 4, 2010    Meeting Type: Annual
Record Date:  DEC 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect William L. Kimsey as a Director For       For          Management
1.2   Reelect Robert I. Lipp as a Director    For       For          Management
1.3   Reelect Wulf von Schimmelmann as a      For       For          Management
      Director
2     Approve KPMG as Auditors and Authorize  For       For          Management
      Board to Fix Their  Remuneration
3     Approve 2010 Share Incentive Plan       For       For          Management
4     Approve 2010 Employee Share Purchase    For       For          Management
      Plan
5     Change Location of Annual Meeting       For       For          Management
6     Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
7     Authorize Board to Determine Price      For       For          Management
      Range for the Issuance of Acquired
      Treasury Stock


- --------------------------------------------------------------------------------

ALTERA CORPORATION

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John P. Daane            For       For          Management
2     Elect Director Robert J. Finocchio, Jr. For       For          Management
3     Elect Director Kevin McGarity           For       For          Management
4     Elect Director T. Michael Nevens        For       For          Management
5     Elect Director Krish A. Prabhu          For       For          Management
6     Elect Director John Shoemaker           For       For          Management
7     Elect Director Susan Wang               For       For          Management
8     Amend Omnibus Stock Plan                For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management
12    Reduce Supermajority Vote Requirement   Against   Against      Shareholder


- --------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ray Stata                For       For          Management
1.2   Elect Director Jerald G. Fishman        For       For          Management
1.3   Elect Director James A. Champy          For       For          Management
1.4   Elect Director John L. Doyle            For       For          Management
1.5   Elect Director John C. Hodgson          For       For          Management
1.6   Elect Director Yves-Andre Istel         For       For          Management
1.7   Elect Director Neil Novich              For       For          Management
1.8   Elect Director F. Grant Saviers         For       For          Management
1.9   Elect Director Paul J. Severino         For       For          Management
1.10  Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 25, 2010   Meeting Type: Annual
Record Date:  DEC 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Jerome B. York           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Prepare Sustainability Report           Against   Against      Shareholder
7     Establish Other Board Committee         Against   Against      Shareholder


- --------------------------------------------------------------------------------

AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 16, 2009   Meeting Type: Annual
Record Date:  OCT 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Crowley       For       For          Management
1.2   Elect Director Sue E. Gove              For       For          Management
1.3   Elect Director Earl G. Graves, Jr.      For       For          Management
1.4   Elect Director Robert R. Grusky         For       For          Management
1.5   Elect Director J. R. Hyde, III          For       For          Management
1.6   Elect Director W. Andrew McKenna        For       For          Management
1.7   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.8   Elect Director Luis P. Nieto            For       For          Management
1.9   Elect Director William C. Rhodes, III   For       For          Management
1.10  Elect Director Theodore W. Ullyot       For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan L. Amble            For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       For          Management
1.4   Elect Director John E. Major            For       For          Management
1.5   Elect Director Scott A. McGregor        For       For          Management
1.6   Elect Director William T. Morrow        For       For          Management
1.7   Elect Director Robert E. Switz          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Patrick       For       For          Management
1.2   Elect Director Jon Erik Reinhardsen     For       For          Management
1.3   Elect Director Bruce W. Wilkinson       For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CANADIAN PACIFIC RAILWAY LIMITED

Ticker:       CP             Security ID:  13645T100
Meeting Date: MAY 21, 2010   Meeting Type: Annual/Special
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
2.1   Elect Director John E. Cleghorn         For       For          Management
2.2   Elect Director Tim W. Faithfull         For       For          Management
2.3   Elect Director Frederic J. Green        For       For          Management
2.4   Elect Director Krystyna T. Hoeg         For       For          Management
2.5   Elect Director Richard C. Kelly         For       For          Management
2.6   Elect Director John P. Manley           For       For          Management
2.7   Elect Director Linda J. Morgan          For       For          Management
2.8   Elect Director Madeleine Paquin         For       For          Management
2.9   Elect Director Michael E.J. Phelps      For       For          Management
2.10  Elect Director Roger Phillips           For       For          Management
2.11  Elect Director David W. Raisbeck        For       For          Management
2.12  Elect Director Hartley T. Richardson    For       For          Management
2.13  Elect Director Michael W. Wright        For       For          Management
3     Amend Bylaw No. 1                       For       For          Management


- --------------------------------------------------------------------------------

CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 16, 2010   Meeting Type: Annual
Record Date:  APR 20, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sol J. Barer             For       For          Management
1.2   Elect Director Robert J. Hugin          For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Rodman L. Drake          For       For          Management
1.6   Elect Director Gilla Kaplan             For       For          Management
1.7   Elect Director James J. Loughlin        For       For          Management
1.8   Elect Director Ernest Mario             For       For          Management
1.9   Elect Director Walter L. Robb           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CHARLES SCHWAB CORPORATION, THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arun Sarin               For       For          Management
1.2   Elect Director Paula A. Sneed           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 12, 2009   Meeting Type: Annual
Record Date:  SEP 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   Against      Shareholder


- --------------------------------------------------------------------------------

CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark B. Templeton        For       For          Management
2     Elect Director Stephen M. Dow           For       For          Management
3     Elect Director Godfrey R. Sullivan      For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CONSOL ENERGY INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Whitmire            For       For          Management
1.2   Elect Director J. Brett Harvey          For       For          Management
1.3   Elect Director James E. Altmeyer, Sr.   For       For          Management
1.4   Elect Director Philip W. Baxter         For       For          Management
1.5   Elect Director William E. Davis         For       For          Management
1.6   Elect Director Raj K. Gupta             For       For          Management
1.7   Elect Director Patricia A. Hammick      For       For          Management
1.8   Elect Director David C. Hardesty, Jr.   For       For          Management
1.9   Elect Director John T. Mills            For       For          Management
1.10  Elect Director William P. Powell        For       For          Management
1.11  Elect Director Joseph T. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       For          Management
1.2   Elect Director John S. Hendricks        For       For          Management
1.3   Elect Director M. LaVoy Robison         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Michael J. Cronin        For       For          Management
4     Elect Director Gail Deegan              For       For          Management
5     Elect Director James S. DiStasio        For       For          Management
6     Elect Director John R. Egan             For       For          Management
7     Elect Director Edmund F. Kelly          For       For          Management
8     Elect Director Windle B. Priem          For       For          Management
9     Elect Director Paul Sagan               For       For          Management
10    Elect Director David N. Strohm          For       For          Management
11    Elect Director Joseph M. Tucci          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
14    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Frank J. Borelli         For       For          Management
3     Elect Director Maura C. Breen           For       For          Management
4     Elect Director Nicholas J. LaHowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A Myers, Jr.,    For       For          Management
      M.D.
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Samuel K. Skinner        For       For          Management
11    Elect Director Seymour Sternberg        For       For          Management
12    Elect Director Barrett A. Toan          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Report on Political Contributions       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder


- --------------------------------------------------------------------------------

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 28, 2009   Meeting Type: Annual
Record Date:  AUG 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director John A. Edwardson        For       For          Management
1.3   Elect DirectorJudith L. Estrin          For       For          Management
1.4   Elect Director J.R. Hyde, III           For       For          Management
1.5   Elect Director Shirley A. Jackson       For       For          Management
1.6   Elect Director Steven R. Loranger       For       For          Management
1.7   Elect Director Gary W. Loveman          For       For          Management
1.8   Elect Director Susan C. Schwab          For       For          Management
1.9   Elect Director Frederick W. Smith       For       For          Management
1.10  Elect Director Joshua I. Smith          For       For          Management
1.11  Elect Director David P. Steiner         For       For          Management
1.12  Elect Director Paul S. Walsh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


- --------------------------------------------------------------------------------

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       For          Management
1.2   Elect Director Ulysses L. Bridgeman,    For       For          Management
      Jr.
1.3   Elect Director Emerson L. Brumback      For       For          Management
1.4   Elect Director James P. Hackett         For       For          Management
1.5   Elect Director Gary R. Heminger         For       For          Management
1.6   Elect Director Jewell D. Hoover         For       For          Management
1.7   Elect Director Kevin T. Kabat           For       For          Management
1.8   Elect Director Mitchel D. Livingston,   For       For          Management
      PhD
1.9   Elect Director Hendrik G. Meijer        For       For          Management
1.10  Elect Director John J. Schiff, Jr.      For       For          Management
1.11  Elect Director Dudley S. Taft           For       For          Management
1.12  Elect Director Marsha C. Williams       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Eliminate Cumulative Voting             For       For          Management
4     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Require Independent Board Chairman      Against   Against      Shareholder


- --------------------------------------------------------------------------------

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director Irvine O. Hockaday, Jr.  For       For          Management
1.8   Elect Director Richard A. Manoogian     For       For          Management
1.9   Elect Director Ellen R. Marram          For       For          Management
1.10  Elect Director Alan Mulally             For       For          Management
1.11  Elect Director Homer A. Neal            For       For          Management
1.12  Elect Director Gerald L. Shaheen        For       For          Management
1.13  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt NOL Rights Plan (NOL Pill)        For       For          Management
4     Disclose Prior Government Service       Against   Against      Shareholder
5     Adopt Recapitalization Plan             Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
8     Prohibit Energy Projects Only Concerned Against   Against      Shareholder
      With CO2 Reduction


- --------------------------------------------------------------------------------

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Larry Page               For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Ann Mather               For       For          Management
1.7   Elect Director Paul S. Otellini         For       For          Management
1.8   Elect Director K. Ram Shriram           For       For          Management
1.9   Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Prepare Sustainability Report           Against   Against      Shareholder
5     Adopt Principles for Online Advertising Against   Against      Shareholder
6     Amend Human Rights Policies Regarding   Against   Against      Shareholder
      Chinese Operations


- --------------------------------------------------------------------------------

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2010   Meeting Type: Annual
Record Date:  JAN 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Lawrence T. Babbio, Jr.  For       For          Management
1.3   Elect Director Sari M. Baldauf          For       For          Management
1.4   Elect Director Rajiv L. Gupta           For       For          Management
1.5   Elect Director John H. Hammergren       For       For          Management
1.6   Elect Director Mark V. Hurd             For       For          Management
1.7   Elect Director Joel Z. Hyatt            For       For          Management
1.8   Elect Director John R. Joyce            For       For          Management
1.9   Elect Director Robert L. Ryan           For       For          Management
1.10  Elect Director Lucille S. Salhany       For       For          Management
1.11  Elect Director G. Kennedy Thompson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Company Request on Advisory Vote on     For       For          Management
      Executive Compensation


- --------------------------------------------------------------------------------

HOME DEPOT, INC., THE

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Amend Omnibus Stock Plan                For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
14    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Prepare Employment Diversity Report     Against   Against      Shareholder
18    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota]


- --------------------------------------------------------------------------------

ITT CORPORATION

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven R. Loranger       For       For          Management
1.2   Elect Director Curtis J. Crawford       For       For          Management
1.3   Elect Director Christina A. Gold        For       For          Management
1.4   Elect Director Ralph F. Hake            For       For          Management
1.5   Elect Director John J. Hamre            For       For          Management
1.6   Elect Director Paul J. Kern             For       For          Management
1.7   Elect Director Frank T. MacInnis        For       For          Management
1.8   Elect Director Surya N. Mohapatra       For       For          Management
1.9   Elect Director Linda S. Sanford         For       For          Management
1.10  Elect Director Markos I. Tambakeras     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Crandall C. Bowles       For       For          Management
1.2   Elect Director Stephen B. Burke         For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director James S. Crown           For       For          Management
1.5   Elect Director James Dimon              For       For          Management
1.6   Elect Director Ellen V. Futter          For       For          Management
1.7   Elect Director William H. Gray, III     For       For          Management
1.8   Elect Director Laban P. Jackson, Jr.    For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Lee R. Raymond           For       For          Management
1.11  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Affirm Political Non-Partisanship       Against   Against      Shareholder
5     Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder
6     Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
7     Provide Right to Act by Written Consent Against   Against      Shareholder
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Pay Disparity                 Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   Against      Shareholder


- --------------------------------------------------------------------------------

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder


- --------------------------------------------------------------------------------

LIFE TECHNOLOGIES CORPORATION

Ticker:       LIFE           Security ID:  53217V109
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George F. Adam, Jr.      For       For          Management
1.2   Elect Director Raymond V. Dittamore     For       For          Management
1.3   Elect Director Arnold J. Levine, Ph.D.  For       For          Management
1.4   Elect Director Bradley G. Lorimier      For       For          Management
1.5   Elect Director David C. U'Prichard,     For       For          Management
      Ph.D.
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Eliminate Supermajority Vote            For       For          Management
      Requirement
7     Approve Executive Incentive Bonus Plan  For       For          Management


- --------------------------------------------------------------------------------

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Bernauer        For       For          Management
1.2   Elect Director Leonard L. Berry         For       For          Management
1.3   Elect Director Dawn E. Hudson           For       For          Management
1.4   Elect Director Robert A. Niblock        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


- --------------------------------------------------------------------------------

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Dolan         For       For          Management
1.2   Elect Director Robert A. Eckert         For       For          Management
1.3   Elect Director Frances D. Fergusson     For       For          Management
1.4   Elect Director Tully M. Friedman        For       For          Management
1.5   Elect Director Dominic Ng               For       For          Management
1.6   Elect Director Vasant M. Prabhu         For       For          Management
1.7   Elect Director Andrea L. Rich           For       For          Management
1.8   Elect Director Ronald L. Sargent        For       For          Management
1.9   Elect Director Dean A. Scarborough      For       For          Management
1.10  Elect Director Christopher A. Sinclair  For       For          Management
1.11  Elect Director G. Craig Sullivan        For       For          Management
1.12  Elect Director Kathy Brittain White     For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William H. Gates, III    For       For          Management
2     Elect Director Steven A. Ballmer        For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria Klawe              For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Permit Right to Call Special Meeting    For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Report on Charitable Contributions      Against   Against      Shareholder


- --------------------------------------------------------------------------------

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven P. Dussek         For       For          Management
1.2   Elect Director Donald Guthrie           For       For          Management
1.3   Elect Director  Steven M. Shindler      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Gaither         For       For          Management
1.2   Elect Director Jen-Hsun Huang           For       For          Management
1.3   Elect Director A. Brooke Seawell        For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect David Stout as Director           For       For          Management
4     Elect William Burns as Director         For       For          Management
5     Reappoint Deloitte LLP as Auditors      For       For          Management
6     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
7     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
8     Amend the Portfolio Share Plan          For       For          Management
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase               For       For          Management


- --------------------------------------------------------------------------------

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stuart M. Essig          For       For          Management
1.2   Elect Director Barbara B. Hill          For       For          Management
1.3   Elect Director Michael A. Rocca         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Prepare Sustainability Report           Against   Against      Shareholder


- --------------------------------------------------------------------------------

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 23, 2009   Meeting Type: Annual
Record Date:  JUL 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Brown         For       For          Management
1.2   Elect Director William T. Coleman       For       For          Management
1.3   Elect Director Frank E. Dangeard        For       For          Management
1.4   Elect Director Geraldine B. Laybourne   For       For          Management
1.5   Elect Director David L. Mahoney         For       For          Management
1.6   Elect Director Robert S. Miller         For       For          Management
1.7   Elect Director Enrique Salem            For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


- --------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Calvin Darden            For       For          Management
2     Elect Director Anne M. Mulcahy          For       For          Management
3     Elect Director Stephen W. Sanger        For       For          Management
4     Elect Director Gregg W. Steinhafel      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Amend Articles of Incorporation         For       For          Management
9     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc N. Casper           For       For          Management
2     Elect Director Tyler Jacks              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 20, 2010   Meeting Type: Annual
Record Date:  NOV 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Matschullat    For       For          Management
1.2   Elect Director Cathy E. Minehan         For       For          Management
1.3   Elect Director David J. Pang            For       For          Management
1.4   Elect Director William S. Shanahan      For       For          Management
1.5   Elect Director John A. Swainson         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Stuart L. Levenick       For       For          Management
1.6   Elect Director John W. McCarter, Jr.    For       For          Management
1.7   Elect Director Neil S. Novich           For       For          Management
1.8   Elect Director Michael J. Roberts       For       For          Management
1.9   Elect Director Gary L. Rogers           For       For          Management
1.10  Elect Director James T. Ryan            For       For          Management
1.11  Elect Director E. Scott Santi           For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


- --------------------------------------------------------------------------------

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven A. Davis          For       For          Management
1.2   Elect Director William C. Foote         For       Withhold     Management
1.3   Elect Director Mark P. Frissora         For       For          Management
1.4   Elect Director Alan G. McNally          For       Withhold     Management
1.5   Elect Director Nancy M. Schlichting     For       Withhold     Management
1.6   Elect Director David Y. Schwartz        For       For          Management
1.7   Elect Director Alejandro Silva          For       For          Management
1.8   Elect Director James A. Skinner         For       Withhold     Management
1.9   Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Auditors                         For       Against      Management
3     Amend Stock Option Plan                 For       For          Management
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder
5     Performance-Based Equity Awards         Against   For          Shareholder
6     Report on Charitable Contributions      Against   For          Shareholder


- --------------------------------------------------------------------------------

WARNER CHILCOTT PLC

Ticker:       WCRX           Security ID:  G94368100
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect John Connaughton as Director      For       For          Management
1B    Elect Stephen Murray as Director        For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


- --------------------------------------------------------------------------------

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kathleen B. Cooper       For       For          Management
2     Elect Director William R. Granberry     For       For          Management
3     Elect Director William G. Lowrie        For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management
7     Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation

SIGNATURES



Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


(Registrant)  Brandywine Blue Fund, Inc.


By (Signature and Title)*/s/William F. D Alonzo
                        William F. D Alonzo
			Principal Executive Officer


Date: 08/12/2010
* Print the name and title of each signing officer under his or her signature.




========== END NPX REPORT