ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
BRANDYWINE BLUE FUND, INC.
Pursuant to Section 2-208.1 of the Maryland General Corporation Law
(the "MGCL"), Brandywine Blue Fund, Inc., having its registered office in
Baltimore, Maryland (the "Company"), does hereby certify to the State Department
of Assessments and Taxation of Maryland (the "Department") that:
FIRST: The Company is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to Section 2-105(c) of the MGCL and Article IV of the
Company's Articles of Incorporation, the Board of Directors of the Company duly
adopted on July 12, 2000 resolutions: (a) increasing the total number of shares
of Common Stock, $0.01 par value, that the Company has authority to issue
pursuant to Article IV of the Company's Articles of Incorporation from
100,000,000 shares to 200,000,000 shares; and (b) authorizing and directing the
filing of these Articles Supplementary for record with the Department.
THIRD: (a) The total number of shares of stock which the Company was
heretofore authorized to issue was 100,000,000 shares of Common Stock, $0.01 par
value, of which 100,000,000 shares were designated as follows:
Class Shares
----- ------
A (Brandywine Blue Fund) 100,000,000
(b) The total number of shares of stock which the Company shall be
authorized to issue upon the filing of these Articles Supplementary for record
with the Department is 200,000,000 shares of Common Stock, $0.01 par value, of
which 100,000,000 shares shall be designated as follows:
Class Shares
----- ------
A (Brandywine Blue Fund) 100,000,000
and 100,000,000 shares shall be undesignated.
FOURTH: These Articles Supplementary shall become effective as of the
time they are accepted by the Department for record.
<PAGE>
IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
attested by its Secretary as of the ___ day of August, 2000.
BRANDYWINE BLUE FUND, INC.
By:
---------------------------------------
Foster S. Friess, President
Attest:
----------------------------------
Lynda J. Campbell, Secretary
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