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:
TWEEDY, BROWNE FUND INC.
52 Vanderbilt Avenue
New York, New York 10017
2. Name of each series or class of funds for which this notice is filed:
Global Value Fund
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, 1997
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):
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:
No
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
No
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares Price
Global Value 35,117,166 $522,414,402
American Value 9,381,470 146,286,093
- -------------- ========= ===========
Total 44,498,636.00 $668,700,495
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
44,498,636 shares for $668,700,495
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):
Share Amt. Dollar Amt.
Global Value 5,409,129 78,324,194
American Value 599,957 9,419,276
======= =========
Total 6,009,086 87,743,470
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): $668,700,495
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 87,743,470
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable) - 251,281,671
(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): 505,162,294
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation
(see Instruction C.6): 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 153,079.49
==========
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). |-|
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
5/27/97
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/ Patricia L. Bickimer
Assistant Secretary
Date: 5/27/97
*Please print the name and title of the signing officer below the signature
May 28, 1997
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, 1997, 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, 1997.
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 purposes 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 issued, fully paid and non-assessable by the Company.
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 Company's Rule 24f-2 Notice.
Very truly yours,
/s/ Patricia L. Bickimer
Counsel
