U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Brandywine Blue Fund, Inc.
3908 Kennett Pike
P.O. Box 4166
Greenville, Delaware 19807
2. Name of each series or class of funds for which this notice is
filed:
Brandywine Blue Fund Common Stock, $.01 par value
3. Investment Company Act File Number: 811-6221
Securities Act File Number: 33-37959
4. Last day of fiscal year for which this notice is filed:
09/30/96
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[_]
Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
9,416,417 shares - $217,393,074
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
9,416,417 shares - $217,393,074
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Included in response to Item 10
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on rule
24f-2 (from Item 10):
$217,393,074
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable):
+ 0
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
- $52,267,216
-------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable):
+ 0
-------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable):
$165,125,858
------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x 1/3300
------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 50,038.14
============
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
November 21, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Lynda J. Campbell
Secretary
Date November 11, 1996
*Please print the name and title of the signing officer below the
signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
November 21, 1996
Brandywine Blue Fund, Inc.
3908 Kennett Pike
P.O. Box 4166
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
Blue 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 Blue Fund, Inc. dated November 11, 1996;
(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, 1996 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 Blue Fund, Inc. In opining that the
shares of Stock sold in the fiscal year ended September 30, 1996 were
fully paid, we have relied upon a certificate of an officer of Brandywine
Blue 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 Blue Fund, Inc. for its
fiscal year ended September 30, 1996. 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
