Brandywine Fund, Inc.
Suite C-205, Greenville Center
Greenville, Delaware 19807
November 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. Frank Donaty
Re: Rule 24f-2 Notice for Brandywine Fund, Inc.
File Number 33-1182
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
the undersigned submits the following Rule 24f-2 Notice:
(1) This Rule 24f-2 Notice is filed for the fiscal
year ended September 30, 1995.
(2)-(3) No securities of the undersigned have ever been
registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2.
(4)-(5) The amount of Common Stock, $0.01 par value, sold
pursuant to Rule 24f-2 during the fiscal year ended
September 30, 1995 was $1,302,698,791, based on the actual
aggregate sales price for such securities. The amount of Common
Stock, $0.01 par value, redeemed during the fiscal year ended
September 30, 1995 was $426,759,741 based on the actual
redemption price for such securities.
Pursuant to Rule 24f-2(c) a wire transfer in the amount of
$175,187.81 ($875,939,050 x .0002) (the difference between the aggregate
purchase price less the aggregate redemption price) has been made in
payment of the filing fee to the United States Treasury Designated Lockbox
Depository at Mellon Bank in Pittsburgh, Pennsylvania. Attached is the
required opinion of legal counsel.
If you have any questions, please do not hesitate to call me.
Very truly yours,
/s/ Lynda J. Campbell
Secretary
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, WI 53202
November 14, 1995
Brandywine Fund, Inc.
Suite C-205, Greenville Center
Greenville, Delaware 19807
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of Brandywine
Fund, Inc. Common Stock, $.01 par value (such Common Stock being
hereinafter referred to as the "Stock"), in the manner set forth in the
Registration Statement. In this connection, we have examined: (a) the
Registration Statement on Form N-1A and all amendments thereto; (b) the
Rule 24f-2 Notice for Brandywine Fund, Inc. dated November 14, 1995; (c)
corporate proceedings relative to the authorization for issuance of shares
of the Stock; and (d) such other proceedings, documents and records as we
deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended September 30, 1995 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable. We have not examined the
stock register books of Brandywine Fund, Inc. In opining that the shares
of Stock sold in the fiscal year ended September 30, 1995 were fully paid,
we have relied upon a certificate of an officer of Brandywine Fund, Inc.
as to the consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for Brandywine Fund, Inc. for its
fiscal year ended September 30, 1995. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
