AMENDMENT TO CUSTODIAN AGREEMENT

                                  AMENDMENT TO
                               CUSTODIAN AGREEMENT

          THIS AMENDMENT TO CUSTODIAN AGREEMENT is made and entered into on this
31st day of October, 2000, by and between Brandywine Blue Fund, Inc.
(hereinafter referred to as the "Company") and Firstar Bank, N.A. (hereinafter
referred to as "Firstar").


                              W I T N E S S E T H :

          WHEREAS, the Company and Firstar Trust Company have previously entered
into a Custodian Agreement (hereinafter referred to as the "Agreement");

          WHEREAS, Firstar has succeeded to the rights and obligations of
Firstar Trust Company under the Agreement;

          WHEREAS, the Company is a registered open-end management investment
company authorized to issue its shares in one or more series (each series
hereinafter referred to as a "Fund"); and

          WHEREAS, the parties hereto desire to amend the Agreement;

          NOW, THEREFORE, it is agreed between the parties as follows:

          1. All references to the "Fund" in the Agreement shall refer to each
of Brandywine Blue Fund, Brandywine Advisers Fund and any other Fund hereinafter
created as if each such Fund had entered into a separate agreement with Firstar.

          2. Except to the extent changed and modified herein, all of the terms
and conditions of the Agreement shall remain unchanged and in full force and
effect.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Custodian Agreement to be executed as of the date first above written.

                                        FIRSTAR BANK, N.A.


                                        By:
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                                        BRANDYWINE BLUE FUND, INC.


                                        By:
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