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

ICA File Number: 811-06221
Reporting Period: 07/01/2012 - 06/30/2013
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 number811-06221

Brandywine Blue Fund, Inc.

(Exact name of registrant as specified in charter)

P.O. Box 4166
Greenville, DE 19807

(Address of principal executive offices) (Zip code)

William F. D Alonzo
P.O. Box 4166
Greenville, Delaware 19807

(Name and address of agent for service)

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

Date of fiscal year end 9/30/13

Date of reporting period: July 1, 2012 - June 30, 2013

Item 1. Proxy Voting Record.

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

ACTAVIS, INC.

Ticker: ACT Security ID: 00507K103 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jack Michelson           For       For          Management
1b    Elect Director Ronald R. Taylor         For       For          Management
1c    Elect Director Andrew L. Turner         For       For          Management
1d    Elect Director Paul M. Bisaro           For       For          Management
1e    Elect Director Christopher W. Bodine    For       For          Management
1f    Elect Director Michael J. Feldman       For       For          Management
1g    Elect Director Fred G. Weiss            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

4 Stock Retention Against Against Shareholder


AIR LEASE CORPORATION

Ticker: AL Security ID: 00912X302
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John G. Danhakl          For       For          Management
1b    Elect Director Matthew J. Hart          For       For          Management
1c    Elect Director Robert A. Milton         For       For          Management
1d    Elect Director John L. Plueger          For       For          Management
1e    Elect Director Anthony P. Ressler       For       For          Management
1f    Elect Director Wilbur L. Ross, Jr.      For       For          Management
1g    Elect Director Ian M. Saines            For       For          Management
1h    Elect Director Ronald D. Sugar          For       For          Management
1i    Elect Director Steven F. Udvar-Hazy     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Certain Performance-Based       For       For          Management
      Awards
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


AUTODESK, INC.

Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 13, 2013 Meeting Type: Annual Record Date: APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carl Bass                For       For          Management
1b    Elect Director Crawford W. Beveridge    For       For          Management
1c    Elect Director J. Hallam Dawson         For       For          Management
1d    Elect Director Thomas Georgens          For       For          Management
1e    Elect Director Per-Kristian Halvorsen   For       For          Management
1f    Elect Director Mary T. McDowell         For       For          Management
1g    Elect Director Lorrie M. Norrington     For       For          Management
1h    Elect Director Stacy J. Smith           For       For          Management
1i    Elect Director Steven M. West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CARLISLE COMPANIES INCORPORATED

Ticker: CSL Security ID: 142339100 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robin J. Adams           For       For          Management
1b    Elect Director Robin S. Callahan        For       For          Management
1c    Elect Director David A. Roberts         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


CARPENTER TECHNOLOGY CORPORATION

Ticker:       CRS            Security ID:  144285103
Meeting Date: OCT 08, 2012   Meeting Type: Annual
Record Date:  AUG 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl G. Anderson, Jr.    For       For          Management
1.2   Elect Director Philip M. Anderson       For       For          Management
1.3   Elect Director Jeffrey Wadsworth        For       For          Management
1.4   Elect Director William A. Wulfsohn      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CHURCH & DWIGHT CO., INC.

Ticker: CHD Security ID: 171340102 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bradley C. Irwin         For       For          Management
1b    Elect Director Penry W. Price           For       For          Management
1c    Elect Director Arthur B. Winkleblack    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


CIGNA CORPORATION

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Cordani         For       For          Management
1.2   Elect Director Isaiah Harris, Jr.       For       For          Management
1.3   Elect Director Jane E. Henney           For       For          Management
1.4   Elect Director Donna F. Zarcone         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management

5 Report on Lobbying Payments and Policy Against Against Shareholder


DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold S. Barron         For       For          Management
1.2   Elect Director Macon F. Brock, Jr.      For       For          Management
1.3   Elect Director Mary Anne Citrino        For       For          Management
1.4   Elect Director H. Ray Compton           For       For          Management
1.5   Elect Director Conrad M. Hall           For       For          Management
1.6   Elect Director Lemuel E. Lewis          For       For          Management
1.7   Elect Director J. Douglas Perry         For       For          Management
1.8   Elect Director Bob Sasser               For       For          Management
1.9   Elect Director Thomas A. Saunders, III  For       For          Management
1.10  Elect Director Thomas E. Whiddon        For       For          Management
1.11  Elect Director Carl P. Zeithaml         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Deferred Compensation Plan      For       For          Management
4     Ratify Auditors                         For       For          Management
5     Increase Authorized Common Stock        For       For          Management


FAMILY DOLLAR STORES, INC.

Ticker: FDO Security ID: 307000109 Meeting Date: JAN 17, 2013 Meeting Type: Annual

Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Bernstein        For       For          Management
1.2   Elect Director Pamela L. Davies         For       For          Management
1.3   Elect Director Sharon Allred Decker     For       For          Management
1.4   Elect Director Edward C. Dolby          For       For          Management
1.5   Elect Director Glenn A. Eisenberg       For       For          Management
1.6   Elect Director Edward P. Garden         For       For          Management
1.7   Elect Director Howard R. Levine         For       For          Management
1.8   Elect Director George R. Mahoney, Jr.   For       For          Management
1.9   Elect Director James G. Martin          For       For          Management
1.10  Elect Director Harvey Morgan            For       For          Management
1.11  Elect Director Dale C. Pond             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan

4 Ratify Auditors For For Management
5 Adopt ILO Based Code of Conduct Against Against Shareholder


FIRST AMERICAN FINANCIAL CORPORATION

Ticker:       FAF            Security ID:  31847R102
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony K. Anderson      For       For          Management
1.2   Elect Director Parker S. Kennedy        For       For          Management
1.3   Elect Director Mark C.  Oman            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


HERTZ GLOBAL HOLDINGS, INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry H. Beracha         For       For          Management
1.2   Elect Director Brian A. Bemasek         For       For          Management
1.3   Elect Director George W. Tamke          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


HUNTSMAN CORPORATION

Ticker: HUN Security ID: 447011107 Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director M. Anthony Burns         For       For          Management
1.3   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.4   Elect Director Robert J. Margetts       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3 Ratify Auditors For For Management
4 Declassify the Board of Directors Against Against Shareholder


INFORMATICA CORPORATION

Ticker: INFA Security ID: 45666Q102 Meeting Date: MAY 24, 2013 Meeting Type: Annual Record Date: APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark Garrett             For       For          Management
1b    Elect Director Gerald Held              For       For          Management
1c    Elect Director Charles J. Robel         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


JARDEN CORPORATION

Ticker:       JAH            Security ID:  471109108
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian G. H. Ashken         For       For          Management
1.2   Elect Director William P. Lauder        For       For          Management
1.3   Elect Director Robert L. Wood           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

6 Declassify the Board of Directors Against Against Shareholder


LENNAR CORPORATION

Ticker:       LEN            Security ID:  526057104
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irving Bolotin           For       For          Management
1.2   Elect Director Steven L. Gerard         For       For          Management
1.3   Elect Director Theron I. (Tig) Gilliam  For       For          Management
1.4   Elect Director Sherrill W. Hudson       For       For          Management
1.5   Elect Director R. Kirk Landon           For       For          Management
1.6   Elect Director Sidney Lapidus           For       For          Management
1.7   Elect Director Stuart A. Miller         For       For          Management
1.8   Elect Director Jeffrey Sonnenfeld       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


MARVELL TECHNOLOGY GROUP LTD.

Ticker: MRVL Security ID: G5876H105 Meeting Date: JUN 26, 2013 Meeting Type: Annual Record Date: APR 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sehat Sutardja           For       For          Management
1b    Elect Director Juergen Gromer           For       For          Management
1c    Elect Director John G. Kassakian        For       For          Management
1d    Elect Director Arturo Krueger           For       For          Management
1e    Elect Director Randhir Thakur           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve PricewaterhouseCoopers LLP  as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


MASTEC, INC.

Ticker: MTZ Security ID: 576323109 Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Dwyer          For       For          Management
1.2   Elect Director Frank E. Jaumot          For       For          Management
1.3   Elect Director Jose S. Sorzano          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Approve Omnibus Stock Plan              For       For          Management


MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 14, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     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          For       For          Management
      Purchase Plan
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


MRC GLOBAL INC.

Ticker: MRC Security ID: 55345K103 Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew R. Lane           For       For          Management
1.2   Elect Director Leonard M. Anthony       For       For          Management
1.3   Elect Director Rhys J. Best             For       For          Management
1.4   Elect Director Peter C. Boylan, III     For       For          Management
1.5   Elect Director Henry Cornell            For       For          Management
1.6   Elect Director Christopher A.S.         For       For          Management
      Crampton
1.7   Elect Director John F.X. Daly           For       For          Management
1.8   Elect Director Craig Ketchum            For       For          Management
1.9   Elect Director Gerard P. Krans          For       For          Management
1.10  Elect Director Cornelis A. Linse        For       For          Management
1.11  Elect Director John A. Perkins          For       For          Management
1.12  Elect Director H.B. Wehrle, III         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management


NUANCE COMMUNICATIONS, INC.

Ticker: NUAN Security ID: 67020Y100 Meeting Date: JAN 25, 2013 Meeting Type: Annual Record Date: DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul A. Ricci            For       For          Management
1b    Elect Director Robert G. Teresi         For       For          Management
1c    Elect Director Robert J. Frankenberg    For       For          Management
1d    Elect Director Katharine A. Martin      For       For          Management
1e    Elect Director Patrick T. Hackett       For       For          Management
1f    Elect Director William H. Janeway       For       For          Management
1g    Elect Director Mark B. Myers            For       For          Management
1h    Elect Director Philip J. Quigley        For       For          Management
1i    Elect Director Mark R. Laret            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


OCEANEERING INTERNATIONAL, INC.

Ticker: OII Security ID: 675232102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul B. Murphy, Jr.      For       For          Management
1.2   Elect Director Harris J. Pappas         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


ON SEMICONDUCTOR CORPORATION

Ticker: ONNN Security ID: 682189105 Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date:  MAR 28, 2013

#     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
1.3   Elect Director Teresa M. Ressel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


PLUM CREEK TIMBER COMPANY, INC.

Ticker: PCL Security ID: 729251108 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Rick R. Holley           For       For          Management
1b    Elect Director Robin Josephs            For       For          Management
1c    Elect Director John G. McDonald         For       For          Management
1d    Elect Director Robert B. McLeod         For       For          Management
1e    Elect Director John F. Morgan Sr.       For       For          Management
1f    Elect Director Marc F. Racicot          For       For          Management
1g    Elect Director Lawrence A. Selzer       For       For          Management
1h    Elect Director Stephen C. Tobias        For       For          Management
1i    Elect Director Martin A. White          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Ball            For       For          Management
1.2   Elect Director J. Michal Conaway        For       For          Management
1.3   Elect Director Vincent D. Foster        For       For          Management
1.4   Elect Director Bernard Fried            For       For          Management
1.5   Elect Director Louis C. Golm            For       For          Management
1.6   Elect Director Worthing F. Jackman      For       For          Management
1.7   Elect Director James F. O'Neil III      For       For          Management
1.8   Elect Director Bruce Ranck              For       For          Management
1.9   Elect Director Margaret B. Shannon      For       For          Management
1.10  Elect Director Pat Wood, III            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew S. Berwick, Jr.   For       For          Management
1.2   Elect Director Harold M. Messmer, Jr.   For       For          Management
1.3   Elect Director Barbara J. Novogradac    For       For          Management
1.4   Elect Director Robert J. Pace           For       For          Management
1.5   Elect Director Frederick A. Richman     For       For          Management
1.6   Elect Director M. Keith Waddell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


SEAGATE TECHNOLOGY PLC

Ticker: STX Security ID: G7945M107 Meeting Date: OCT 24, 2012 Meeting Type: Annual Record Date: SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen J. Luczo         For       For          Management
1b    Elect Director Frank J. Biondi, Jr.     For       For          Management
1c    Elect Director Michael R. Cannon        For       For          Management
1d    Elect Director Mei-Wei Cheng            For       For          Management
1e    Elect Director William T. Coleman       For       For          Management
1f    Elect Director Jay L. Geldmacher        For       For          Management
1g    Elect Director Seh-Woong Jeong          For       For          Management
1h    Elect Director Lydia M. Marshall        For       For          Management
1i    Elect Director Kristen M. Onken         For       For          Management
1j    Elect Director Chong Sup Park           For       For          Management
1k    Elect Director Gregorio Reyes           For       For          Management
1l    Elect Director Edward J. Zander         For       For          Management
2     Amend Employee Stock Purchase Plan      For       For          Management
3     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares
4     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


TEMPUR-PEDIC INTERNATIONAL INC.

Ticker: TPX Security ID: 88023U101 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Evelyn S. Dilsaver       For       For          Management
1b    Elect Director Frank Doyle              For       For          Management
1c    Elect Director John A. Heil             For       For          Management
1d    Elect Director Peter K. Hoffman         For       For          Management
1e    Elect Director Sir Paul Judge           For       For          Management
1f    Elect Director Nancy F. Koehn           For       For          Management
1g    Elect Director Christopher A. Masto     For       For          Management
1h    Elect Director P. Andrews McLane        For       For          Management
1i    Elect Director Mark Sarvary             For       For          Management
1j    Elect Director Robert B. Trussell, Jr.  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Change Company Name to Tempur Sealy     For       For          Management
      International, Inc.
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


THE HAIN CELESTIAL GROUP, INC.

Ticker:       HAIN           Security ID:  405217100
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irwin D. Simon           For       For          Management
1.2   Elect Director Richard C. Berke         For       For          Management
1.3   Elect Director Jack Futterman           For       For          Management
1.4   Elect Director Marina Hahn              For       For          Management
1.5   Elect Director Andrew R. Heyer          For       For          Management
1.6   Elect Director Brett Icahn              For       For          Management
1.7   Elect Director Roger Meltzer            For       For          Management
1.8   Elect Director Scott M. O'Neil          For       For          Management
1.9   Elect Director David Schechter          For       For          Management
1.10  Elect Director Lawrence S. Zilavy       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


TRIPADVISOR, INC.

Ticker: TRIP Security ID: 896945201 Meeting Date: JUN 28, 2013 Meeting Type: Annual

Record Date:  MAY 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory B. Maffei        For       For          Management
1.2   Elect Director Stephen Kaufer           For       For          Management
1.3   Elect Director Jonathan F. Miller       For       For          Management
1.4   Elect Director Jeremy Philips           For       For          Management
1.5   Elect Director Christopher W. Shean     For       For          Management

1.6 Elect Director Sukhinder Singh Cassidy For For Management
1.7 Elect Director Robert S. Wiesenthal For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management


VANTIV, INC.

Ticker:       VNTV           Security ID:  92210H105
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lee Adrean               For       For          Management
1.2   Elect Director Lori A. Beer             For       For          Management
1.3   Elect Director Gary Lauer               For       For          Management
1.4   Elect Director Thomas Ryan              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management


VERISK ANALYTICS, INC.

Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman, Jr.      For       For          Management
1.2   Elect Director Andrew G. Mills          For       For          Management
1.3   Elect Director Constantine P. Iordanou  For       For          Management
1.4   Elect Director Scott G. Stephenson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management

4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Brooks         For       For          Management
1.2   Elect Director William E. Kassling      For       For          Management
1.3   Elect Director Albert J. Neupaver       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management


WEYERHAEUSER COMPANY

Ticker: WY Security ID: 962166104 Meeting Date: APR 11, 2013 Meeting Type: Annual

Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Debra A. Cafaro          For       For          Management
1.2   Elect Director Mark A. Emmert           For       For          Management
1.3   Elect Director Daniel S. Fulton         For       For          Management
1.4   Elect Director John I. Kieckhefer       For       For          Management
1.5   Elect Director Wayne W. Murdy           For       For          Management
1.6   Elect Director Nicole W. Piasecki       For       For          Management
1.7   Elect Director Doyle R. Simons          For       For          Management
1.8   Elect Director Richard H. Sinkfield     For       For          Management
1.9   Elect Director D. Michael Steuert       For       For          Management
1.10  Elect Director Kim Williams             For       For          Management
1.11  Elect Director Charles R. Williamson    For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


XL GROUP PLC

Ticker: XL Security ID: G98290102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Joseph Mauriello as Director      For       For          Management
2     Elect Eugene M. McQuade as Director     For       For          Management
3     Elect Clayton S. Rose as Director       For       For          Management
4     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

ACTAVIS, INC.

Ticker: ACT Security ID: 00507K103 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jack Michelson           For       For          Management
1b    Elect Director Ronald R. Taylor         For       For          Management
1c    Elect Director Andrew L. Turner         For       For          Management
1d    Elect Director Paul M. Bisaro           For       For          Management
1e    Elect Director Christopher W. Bodine    For       For          Management
1f    Elect Director Michael J. Feldman       For       For          Management
1g    Elect Director Fred G. Weiss            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

4 Stock Retention Against Against Shareholder


AUTODESK, INC.

Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 13, 2013 Meeting Type: Annual Record Date: APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carl Bass                For       For          Management
1b    Elect Director Crawford W. Beveridge    For       For          Management
1c    Elect Director J. Hallam Dawson         For       For          Management
1d    Elect Director Thomas Georgens          For       For          Management
1e    Elect Director Per-Kristian Halvorsen   For       For          Management
1f    Elect Director Mary T. McDowell         For       For          Management
1g    Elect Director Lorrie M. Norrington     For       For          Management
1h    Elect Director Stacy J. Smith           For       For          Management
1i    Elect Director Steven M. West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CARNIVAL CORPORATION

Ticker: CCL Security ID: 143658300 Meeting Date: APR 17, 2013 Meeting Type: Annual Record Date: FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
2     Reelect Jonathon Band As A Director Of  For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
3     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
4     Reelect Pier Luigi Foschi As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
5     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
6     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
7     Reelect Debra Kelly-Ennis As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
8     Reelect John Parker As A Director Of    For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
9     Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
10    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
11    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
12    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation
13    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of
      The Independent Auditors Of Carnival
      Plc
14    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2011
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Approve Remuneration of Executive       For       For          Management
      Directors
17    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorize Shares for Market Purchase    For       For          Management


CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard Barker           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 Michael A. Friedman      For       For          Management
1.7   Elect Director Gilla Kaplan             For       For          Management
1.8   Elect Director James J. Loughlin        For       For          Management
1.9   Elect Director Ernest Mario             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

5 Stock Retention/Holding Period Against Against Shareholder


CHURCH & DWIGHT CO., INC.

Ticker: CHD Security ID: 171340102 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bradley C. Irwin         For       For          Management
1b    Elect Director Penry W. Price           For       For          Management
1c    Elect Director Arthur B. Winkleblack    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


CIGNA CORPORATION

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Cordani         For       For          Management
1.2   Elect Director Isaiah Harris, Jr.       For       For          Management
1.3   Elect Director Jane E. Henney           For       For          Management
1.4   Elect Director Donna F. Zarcone         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management

5 Report on Lobbying Payments and Policy Against Against Shareholder


COMCAST CORPORATION

Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       For          Management

2 Ratify Auditors For For Management
3 Pro-rata Vesting of Equity Awards Against Against Shareholder
4 Approve Recapitalization Plan for all Against Against Shareholder Stock to Have One-vote per Share


COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 24, 2013   Meeting Type: Annual
Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Benjamin S. Carson, Sr.  For       For          Management
1.2   Elect Director William H. Gates         For       For          Management
1.3   Elect Director Hamilton E. James        For       For          Management
1.4   Elect Director W. Craig Jelinek         For       For          Management
1.5   Elect Director Jill S. Ruckelshaus      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Declassify the Board of Directors Against Against Shareholder


DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold S. Barron         For       For          Management
1.2   Elect Director Macon F. Brock, Jr.      For       For          Management
1.3   Elect Director Mary Anne Citrino        For       For          Management
1.4   Elect Director H. Ray Compton           For       For          Management
1.5   Elect Director Conrad M. Hall           For       For          Management
1.6   Elect Director Lemuel E. Lewis          For       For          Management
1.7   Elect Director J. Douglas Perry         For       For          Management
1.8   Elect Director Bob Sasser               For       For          Management
1.9   Elect Director Thomas A. Saunders, III  For       For          Management
1.10  Elect Director Thomas E. Whiddon        For       For          Management
1.11  Elect Director Carl P. Zeithaml         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Deferred Compensation Plan      For       For          Management
4     Ratify Auditors                         For       For          Management
5     Increase Authorized Common Stock        For       For          Management


FAMILY DOLLAR STORES, INC.

Ticker: FDO Security ID: 307000109 Meeting Date: JAN 17, 2013 Meeting Type: Annual

Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Bernstein        For       For          Management
1.2   Elect Director Pamela L. Davies         For       For          Management
1.3   Elect Director Sharon Allred Decker     For       For          Management
1.4   Elect Director Edward C. Dolby          For       For          Management
1.5   Elect Director Glenn A. Eisenberg       For       For          Management
1.6   Elect Director Edward P. Garden         For       For          Management
1.7   Elect Director Howard R. Levine         For       For          Management
1.8   Elect Director George R. Mahoney, Jr.   For       For          Management
1.9   Elect Director James G. Martin          For       For          Management
1.10  Elect Director Harvey Morgan            For       For          Management
1.11  Elect Director Dale C. Pond             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan

4 Ratify Auditors For For Management
5 Adopt ILO Based Code of Conduct Against Against Shareholder


GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Reducing Lead Battery Health  Against   Against      Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   Against      Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Adopt Policy on Succession Planning     Against   Against      Shareholder


HERTZ GLOBAL HOLDINGS, INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry H. Beracha         For       For          Management
1.2   Elect Director Brian A. Bemasek         For       For          Management
1.3   Elect Director George W. Tamke          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


HONDA MOTOR CO. LTD.

Ticker:       7267           Security ID:  438128308
Meeting Date: JUN 19, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 19
2     Amend Articles To Amend Business Lines  For       For          Management
3.1   Elect Director Ike, Fumihiko            For       For          Management
3.2   Elect Director Ito, Takanobu            For       For          Management
3.3   Elect Director Iwamura, Tetsuo          For       For          Management
3.4   Elect Director Yamamoto, Takashi        For       For          Management
3.5   Elect Director Yamamoto, Yoshiharu      For       For          Management
3.6   Elect Director Yoshida, Masahiro        For       For          Management
3.7   Elect Director Hogen, Kensaku           For       For          Management
3.8   Elect Director Kuroyanagi, Nobuo        For       For          Management
3.9   Elect Director Fukui, Takeo             For       For          Management
3.10  Elect Director Shiga, Yuuji             For       For          Management
3.11  Elect Director Takeuchi, Kohei          For       For          Management
3.12  Elect Director Aoyama, Shinji           For       For          Management
3.13  Elect Director Kaihara, Noriya          For       For          Management
4     Appoint Statutory Auditor Endo, Kunio   For       For          Management


LENNAR CORPORATION

Ticker:       LEN            Security ID:  526057104
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irving Bolotin           For       For          Management
1.2   Elect Director Steven L. Gerard         For       For          Management
1.3   Elect Director Theron I. (Tig) Gilliam  For       For          Management
1.4   Elect Director Sherrill W. Hudson       For       For          Management
1.5   Elect Director R. Kirk Landon           For       For          Management
1.6   Elect Director Sidney Lapidus           For       For          Management
1.7   Elect Director Stuart A. Miller         For       For          Management
1.8   Elect Director Jeffrey Sonnenfeld       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


MACY'S, INC.

Ticker: M Security ID: 55616P104 Meeting Date: MAY 17, 2013 Meeting Type: Annual Record Date: MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Deirdre P. Connelly      For       For          Management
1c    Elect Director Meyer Feldberg           For       For          Management
1d    Elect Director Sara Levinson            For       For          Management
1e    Elect Director Terry J. Lundgren        For       For          Management
1f    Elect Director Joseph Neubauer          For       For          Management
1g    Elect Director Joyce M. Roche           For       For          Management
1h    Elect Director Paul C. Varga            For       For          Management
1i    Elect Director Craig E. Weatherup       For       For          Management
1j    Elect Director Marna C. Whittington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


MARSH & MCLENNAN COMPANIES, INC.

Ticker: MMC Security ID: 571748102 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Zachary W. Carter        For       For          Management
1b    Elect Director Oscar Fanjul             For       For          Management
1c    Elect Director Daniel S. Glaser         For       For          Management
1d    Elect Director H. Edward Hanway         For       For          Management
1e    Elect Director Lord Lang                For       For          Management
1f    Elect Director Elaine La Roche          For       For          Management
1g    Elect Director Steven A. Mills          For       For          Management
1h    Elect Director Bruce P. Nolop           For       For          Management
1i    Elect Director Marc D. Oken             For       For          Management
1j    Elect Director Morton O. Schapiro       For       For          Management
1k    Elect Director Adele Simmons            For       For          Management
1l    Elect Director Lloyd M. Yates           For       For          Management
1m    Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 14, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     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          For       For          Management
      Purchase Plan
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


MONSANTO COMPANY

Ticker: MON Security ID: 61166W101 Meeting Date: JAN 31, 2013 Meeting Type: Annual Record Date: DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Chicoine        For       For          Management
1b    Elect Director Arthur H. Harper         For       For          Management
1c    Elect Director Gwendolyn S. King        For       For          Management
1d    Elect Director Jon R. Moeller           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management

5 Report on Risk of Genetically Against Against Shareholder Engineered Products


NEWS CORPORATION

Ticker: NWS Security ID: 65248E104 Meeting Date: JUN 11, 2013 Meeting Type: Special Record Date: APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation      For       For          Management
      Clarifying the Ability to Make
      Distributions in Comparable Securities
      in Connection with Separation
      Transactions
2     Amend Certificate of Incorporation      For       For          Management
      Allowing for Certain Distributions on
      Subsidiary-owned Shares and the
      Creation of Additional
      Subsidiary-owned Shares


NUANCE COMMUNICATIONS, INC.

Ticker: NUAN Security ID: 67020Y100 Meeting Date: JAN 25, 2013 Meeting Type: Annual Record Date: DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul A. Ricci            For       For          Management
1b    Elect Director Robert G. Teresi         For       For          Management
1c    Elect Director Robert J. Frankenberg    For       For          Management
1d    Elect Director Katharine A. Martin      For       For          Management
1e    Elect Director Patrick T. Hackett       For       For          Management
1f    Elect Director William H. Janeway       For       For          Management
1g    Elect Director Mark B. Myers            For       For          Management
1h    Elect Director Philip J. Quigley        For       For          Management
1i    Elect Director Mark R. Laret            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


OCEANEERING INTERNATIONAL, INC.

Ticker: OII Security ID: 675232102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul B. Murphy, Jr.      For       For          Management
1.2   Elect Director Harris J. Pappas         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


PLUM CREEK TIMBER COMPANY, INC.

Ticker: PCL Security ID: 729251108 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Rick R. Holley           For       For          Management
1b    Elect Director Robin Josephs            For       For          Management
1c    Elect Director John G. McDonald         For       For          Management
1d    Elect Director Robert B. McLeod         For       For          Management
1e    Elect Director John F. Morgan Sr.       For       For          Management
1f    Elect Director Marc F. Racicot          For       For          Management
1g    Elect Director Lawrence A. Selzer       For       For          Management
1h    Elect Director Stephen C. Tobias        For       For          Management
1i    Elect Director Martin A. White          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 14, 2012   Meeting Type: Annual
Record Date:  JUN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Donegan             For       For          Management
1.2   Elect Director Vernon E. Oechsle        For       For          Management
1.3   Elect Director Ulrich Schmidt           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


PRICELINE.COM INCORPORATED

Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 06, 2013 Meeting Type: Annual

Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tim Armstrong            For       For          Management
1.2   Elect Director Howard W. Barker, Jr.    For       For          Management
1.3   Elect Director Jeffery H. Boyd          For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Thomas E. Rothman        For       For          Management
1.9   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management

5 Pro-rata Vesting of Equity Awards Against Against Shareholder


QUALCOMM INCORPORATED

Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 05, 2013 Meeting Type: Annual Record Date: JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Ball            For       For          Management
1.2   Elect Director J. Michal Conaway        For       For          Management
1.3   Elect Director Vincent D. Foster        For       For          Management
1.4   Elect Director Bernard Fried            For       For          Management
1.5   Elect Director Louis C. Golm            For       For          Management
1.6   Elect Director Worthing F. Jackman      For       For          Management
1.7   Elect Director James F. O'Neil III      For       For          Management
1.8   Elect Director Bruce Ranck              For       For          Management
1.9   Elect Director Margaret B. Shannon      For       For          Management
1.10  Elect Director Pat Wood, III            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


SEAGATE TECHNOLOGY PLC

Ticker: STX Security ID: G7945M107 Meeting Date: OCT 24, 2012 Meeting Type: Annual Record Date: SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen J. Luczo         For       For          Management
1b    Elect Director Frank J. Biondi, Jr.     For       For          Management
1c    Elect Director Michael R. Cannon        For       For          Management
1d    Elect Director Mei-Wei Cheng            For       For          Management
1e    Elect Director William T. Coleman       For       For          Management
1f    Elect Director Jay L. Geldmacher        For       For          Management
1g    Elect Director Seh-Woong Jeong          For       For          Management
1h    Elect Director Lydia M. Marshall        For       For          Management
1i    Elect Director Kristen M. Onken         For       For          Management
1j    Elect Director Chong Sup Park           For       For          Management
1k    Elect Director Gregorio Reyes           For       For          Management
1l    Elect Director Edward J. Zander         For       For          Management
2     Amend Employee Stock Purchase Plan      For       For          Management
3     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares
4     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


STARBUCKS CORPORATION

Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Howard Schultz           For       For          Management
1b    Elect Director William W. Bradley       For       For          Management
1c    Elect Director Robert M. Gates          For       For          Management
1d    Elect Director Mellody Hobson           For       For          Management
1e    Elect Director Kevin R. Johnson         For       For          Management
1f    Elect Director Olden Lee                For       For          Management
1g    Elect Director Joshua Cooper Ramo       For       For          Management
1h    Elect Director James G. Shennan, Jr.    For       For          Management
1i    Elect Director Clara Shih               For       For          Management
1j    Elect Director Javier G. Teruel         For       For          Management
1k    Elect Director Myron E. Ullman, III     For       For          Management
1l    Elect Director Craig E. Weatherup       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management

5 Prohibit Political Spending Against Against Shareholder


THE ALLSTATE CORPORATION

Ticker: ALL Security ID: 020002101 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Ronald T. LeMay          For       For          Management
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director H. John Riley, Jr.       For       For          Management
1i    Elect Director John W. Rowe             For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Mary Alice Taylor        For       For          Management
1l    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management

5 Stock Retention/Holding Period Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder


TRIPADVISOR, INC.

Ticker: TRIP Security ID: 896945201 Meeting Date: JUN 28, 2013 Meeting Type: Annual

Record Date:  MAY 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory B. Maffei        For       For          Management
1.2   Elect Director Stephen Kaufer           For       For          Management
1.3   Elect Director Jonathan F. Miller       For       For          Management
1.4   Elect Director Jeremy Philips           For       For          Management
1.5   Elect Director Christopher W. Shean     For       For          Management

1.6 Elect Director Sukhinder Singh Cassidy For For Management
1.7 Elect Director Robert S. Wiesenthal For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management


VERISK ANALYTICS, INC.

Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman, Jr.      For       For          Management
1.2   Elect Director Andrew G. Mills          For       For          Management
1.3   Elect Director Constantine P. Iordanou  For       For          Management
1.4   Elect Director Scott G. Stephenson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management

4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management


VF CORPORATION

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard T. Carucci       For       For          Management
1.2   Elect Director Juliana L. Chugg         For       For          Management
1.3   Elect Director George Fellows           For       For          Management
1.4   Elect Director Clarence Otis, Jr.       For       For          Management
1.5   Elect Director Matthew J. Shattock      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management


VISA INC.

Ticker: V Security ID: 92826C839 Meeting Date: JAN 30, 2013 Meeting Type: Annual Record Date: DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

4 Report on Lobbying Payments and Policy Against Against Shareholder


WEYERHAEUSER COMPANY

Ticker: WY Security ID: 962166104 Meeting Date: APR 11, 2013 Meeting Type: Annual

Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Debra A. Cafaro          For       For          Management
1.2   Elect Director Mark A. Emmert           For       For          Management
1.3   Elect Director Daniel S. Fulton         For       For          Management
1.4   Elect Director John I. Kieckhefer       For       For          Management
1.5   Elect Director Wayne W. Murdy           For       For          Management
1.6   Elect Director Nicole W. Piasecki       For       For          Management
1.7   Elect Director Doyle R. Simons          For       For          Management
1.8   Elect Director Richard H. Sinkfield     For       For          Management
1.9   Elect Director D. Michael Steuert       For       For          Management
1.10  Elect Director Kim Williams             For       For          Management
1.11  Elect Director Charles R. Williamson    For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


XL GROUP PLC

Ticker: XL Security ID: G98290102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Joseph Mauriello as Director      For       For          Management
2     Elect Eugene M. McQuade as Director     For       For          Management
3     Elect Clayton S. Rose as Director       For       For          Management
4     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

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, President,
                          Principal Executive Officer

Date 08/13/2013

* Print the name and title of each signing officer under his or her signature.

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