SERVICE AND DISTRIBUTION PLAN
FOR
CLASS B COMMON STOCK
(BRANDYWINE ADVISORS FUND)
OF
BRANDYWINE BLUE FUND, INC.
WHEREAS, Brandywine Blue Fund, Inc. (the "Fund") is registered with
the Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Fund intends to act as a distributor of shares of its
Class B Common Stock, $.01 par value ("Class B Common Stock"), as defined in
Rule 12b-1 under the Act, and desires to adopt a distribution plan pursuant to
such Rule, and the Board of Directors has determined that there is a reasonable
likelihood that adoption of this Service and Distribution Plan will benefit the
Fund and the shareholders of Class B Common Stock (collectively, the
"Shareholders" and singularly "Shareholder"); and
WHEREAS, the Fund may enter into agreements with dealers and other
financial service organizations to obtain various distribution-related and/or
Shareholder services for the Fund, all as permitted and contemplated by Rule
12b-1 under the Act; it being understood that to the extent any activity is one
in which the Fund may finance without a Rule 12b-1 plan, the Fund may also make
payments to finance such activity outside such plan and not subject to its
limitations.
NOW, THEREFORE, the Fund hereby adopts this Service and Distribution
Plan (the "Plan") in accordance with Rule 12b-1 under the Act on the following
terms and conditions:
1. Distribution and Service Fee. The Fund may charge a distribution
expense and service fee on an annualized basis of 0.25% of the average daily net
assets of the Class B Common Stock. Such fee shall be calculated and accrued
daily and paid at such intervals as the Board of Directors of the Fund shall
determine, subject to any applicable restriction imposed by rules of the
National Association of Securities Dealers, Inc.
2. Permitted Expenditures. The amount set forth in paragraph 1 of this
Plan shall be paid for services or expenses primarily intended to result in the
sale of the Fund's Class B Common Stock. The Fund may pay all or a portion of
this fee to any securities dealer, financial institution or any other person
(the "Shareholder Organization(s)") who renders personal service to
Shareholders, assists in the maintenance of Shareholder accounts or who renders
assistance in distributing or
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promoting the sale of the Fund's Class B Common Stock pursuant to a written
agreement approved by the Board of Directors (the "Related Agreement"). To the
extent such fee is not paid to such persons, the Fund may use the fee for its
expenses for distribution of its Class B Common Stock including, but not limited
to, payment by the Fund of the cost of preparing, printing and distributing
Prospectuses and Statements of Additional Information to prospective investors
and of implementing and operating the Plan as well as payment of capital or
other expenses of associated equipment, rent, salaries, bonuses, interest and
other overhead costs.
3. Effective Date of Plan. This Plan shall not take effect until (a)
it has been approved by votes of a majority of both (i) the Board of Directors
of the Fund and (ii) those Directors of the Fund who are not "interested
persons" of the Fund (as defined in the Act) and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.
4. Continuance. Unless otherwise terminated pursuant to paragraph 6
below, this Plan shall continue in effect for as long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.
5. Reports. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Plan or any related agreement shall
provide to the Fund's Board of Directors and the Board shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
6. Termination. This Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding shares of Class B Common Stock.
7. Amendments. This Plan may not be amended to increase materially the
amount of payments provided for in paragraph 1 hereof unless such amendment is
approved in the manner provided for initial approval in paragraph 3 hereof and
by a vote of at least a majority of the outstanding shares of Class B Common
Stock. No other amendment to the Plan may be made unless approved in the manner
provided for approval of this Plan in paragraph 3.
8. Selection of Directors. While this Plan is in effect, the selection
and nomination of Directors who are not interested persons (as defined in the
Act) of the Fund shall be committed to the discretion of the Directors who are
not interested persons.
9. Records. The Fund shall preserve copies of this Plan and any
related agreements and all reports made pursuant to paragraph 5 hereof, for a
period of not less than six years from the date of this Plan, or the agreements
or such report, as the case may be, the first two years in an easily accessible
place.
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