U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Tweedy, Browne Funds Inc.
One Exchange Place
Boston, MA 02109
2. Name of each series or class of funds for which this
notice is filed:
Tweedy, Browne Global Value Fund
Tweedy, Browne American Value Fund
3. Investment Company Act File Number: 811-7458
Securities Act File Number: 33-57724
4. Last day of fiscal year for which this notice is
filed: March 31, 1996
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: *
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable
(see Instruction A.6): N/A
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: N/A
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold
during the fiscal year:
Global Value Fund
American Value Fund
Total Shares: 29,891,616 shares
Total Shares: 12,329,516
Aggregate Dollar Amount: $381,433,296
Aggregate Dollar Amount: $153,231,522
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
Global Value Fund
American Value Fund
Total Shares: 29,891,616 shares
Total Shares: 12,329,516
Aggregate Dollar Amount: $381,433,296
Aggregate Dollar Amount: $153,231,522
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):
Global Value Fund
American Value Fund
Total Shares: 854,225 shares
Total Shares: 112,691
Aggregate Dollar Amount: $11,062,218
Aggregate Dollar Amount: $1,493,159
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): $534,664,818
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment plans (from Item 11, if
applicable): + $12,555,377
(iii) Aggregate price of shares redeemed or
repurchased during
the fiscal year (if applicable)
- - $317,268,200
(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):
$229,951,995
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or
regulation (see Instruction
C.6):
x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $79,293.79
Instructions: Issuer 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:
May 28, 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/ Christine P. Ritch
Christine P. Ritch, Assistant Secretary
Date: May 28, 1996
*Please print the name and title of the signing officer
below the signature
May 28, 1996
VIA EDGAR
Board of Directors
Tweedy, Browne Funds Inc.
One Exchange Place
Boston, Massachusetts 02109
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Tweedy, Browne Funds Inc.
(the "Company") of a Notice (the "Notice") pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940
Act"), for the Company's fiscal year ended March 31, 1996, you
have requested that I provide the legal opinion required by said
Rule.
In accordance with Rule 24f-2, the Company has registered an
indefinite number of shares of beneficial interest, with a par
value of $.0001, under the Securities Act of 1933, as amended (the
"1933 Act"). The purpose of the Notice is to make definite the
registration of shares of the Company sold in reliance upon the
Rule during the fiscal year ended March 31, 1996.
I am Counsel of First Data Investor Services Group, Inc.,
the Company's Administrator, and in such capacity, from time to
time and for certain purposes, provide legal counsel to the
Company. I have examined copies of the Company's Article of
Incorporation, as amended, and By-Laws, as amended, resolutions
adopted by its Directors and such other records and documents as I
have deemed necessary for purpose of this opinion.
On the basis of the foregoing, and assuming all of the
Shares were sold in accordance with the terms of the Company's
Prospectus and Statement of Additional Information in effect at
the time of sale, I am of the opinion that the Shares were legally
Board of Directors
May 28, 1996
Page 2
issued, fully paid and non-assessable by the Trust. This opinion
is for the limited purposes expressed above and should not be
deemed to be an expression of opinion as to compliance with the
1933 Act, the 1940 Act or applicable state "blue sky" or
securities laws in connection with the sales of the Shares.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Trust's Rule
24f-2 Notice.
Very truly yours,
/s/ Christine P. Ritch
Christine P. Ritch
Counsel
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