TWEEDY BROWNE FUND INC, DEFS14A, 1997-08-29

TWEEDY BROWNE FUND INC
DEFS14A, 1997-08-29

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

Tweedy, Browne Fund Inc.
(Name of Registrant as Specified In Its Charter)

Michele D. Hylemon
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed: August 29, 1997

<PAGE>

[Tweedy, Brown Logo] TWEEDY, BROWNE 52 VANDERBILT AVENUE
FUND INC. NEW YORK, NY 10017

- --------------------------------------------------------------------------------

Tweedy, Browne Global Value Fund
Tweedy, Browne American Value Fund

August 29, 1997

Dear Shareholder:

As you may know, Tweedy, Browne Company L.P. ("Tweedy, Browne"), the
investment adviser to Tweedy, Browne Global Value Fund and Tweedy, Browne
American Value Fund (each a "Fund" and collectively the "Funds") and its
partners have entered into an agreement under which it will convert to a limited
liability company and Affiliated Managers Group, Inc. ("AMG") will acquire a
majority interest in the firm. AMG will become a managing member but will
irrevocably delegate the day-to-day management of the business to a management
committee, consisting initially of Tweedy, Browne's current general partners,
Christopher H. Browne, William H. Browne and John D. Spears. Tweedy, Browne's
current general partners will invest more than an additional $100 million in the
Funds or accounts at Tweedy, Browne managed similarly to the Funds. In
connection with the completion of this transaction, it is necessary for the
shareholders of each Fund to approve a new investment advisory agreement between
that Fund and Tweedy, Browne.

Some important facts about the transaction are outlined below:

- - The amount of shares you own and the advisory fees charged to your Fund will
not change.

- - The investment objectives and policies of each Fund will remain the same and
key employees of Tweedy, Browne will continue to manage your Fund as they
have in the past.

- - You will continue to receive the high-quality investment management and
shareholder services that you have come to expect over the years.

<PAGE>

After careful consideration, the Board of Directors of your Fund has
approved the new advisory agreements and recommends that you vote FOR all
proposals described in the attached materials.

Since shareholders of both Funds in the Tweedy, Browne family are required
to vote, we have prepared one proxy statement to reduce costs. If you hold
shares in more than one Fund you will receive one statement and a proxy card for
each Fund you own. Please vote each proxy card you receive.

Your vote is important. Please take a moment now to sign and return your
proxy card(s) in the enclosed, postage-paid return envelope. If we do not hear
from you after a reasonable amount of time, you may receive a telephone call
from our proxy solicitor, Shareholder Communications Corporation, reminding you
to vote your shares. If you have questions about the transaction, you may call
them at 1-800-733-8481, Ext. 494.

Thank you for your cooperation and continued support.

Sincerely,

CHRISTOPHER H. BROWNE
President

Q&A on next page

<PAGE>

Q. WHAT IS HAPPENING?

A. The partners of Tweedy, Browne, not your Fund, have entered
into an agreement to sell a majority interest in Tweedy,
Browne to AMG. Importantly, Christopher H. Browne, William
H. Browne and John D. Spears will remain substantial owners
of Tweedy, Browne, will continue to be responsible for
managing Tweedy, Browne and the Funds and will invest an
additional amount in excess of $100 million in the Funds or
accounts at Tweedy, Browne managed similarly to the Funds.
Consequently, the Transaction will not result in any
changes in the portfolio management of the Funds.

Q. WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?

A. The Investment Company Act of 1940 requires a vote when
there is a change of ownership of a mutual fund's
investment adviser of the type being proposed. As a result,
the Act requires the approval of a new investment advisory
agreement by the shareholders of each Fund.

Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER?

A. Your investment in the Funds will not change in any way.
You will still own the same shares in the same Fund and you
will continue to be able to buy and sell shares without any
sales charge or 12b-1 fees.

Q. WILL THE INVESTMENT ADVISORY FEES BE THE SAME?

A. Yes, the fees for investment advice charged to your Fund
under the new advisory agreement will remain the same.

Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?

A. After careful consideration, the Board of Directors
recommends that you vote "FOR" the Proposals on the
enclosed proxy card.

Q. HOW DO I CONTACT YOU?

A. If you have any questions, please call 1-800-733-8481, Ext. 494.

PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

<PAGE>

[Tweedy, Brown Logo] TWEEDY, BROWNE 52 VANDERBILT AVENUE
FUND INC. NEW YORK, NY 10017

- --------------------------------------------------------------------------------

Tweedy, Browne Global Value Fund
Tweedy, Browne American Value Fund

August 29, 1997

Dear Shareholder:

The acquisition of an interest in Tweedy, Browne by AMG will in our opinion
have no effect on the management of our mutual funds. Our agreement with AMG
does not provide for a payment to us if the assets of the Funds increase by some
predetermined amount. The Funds will continue to be no-load funds; you will not
have to pay a broker a commission to invest in our Funds. We have autonomy to
manage the assets entrusted to us by our shareholders and clients, and AMG is
contractually prohibited from interfering in the investment management process
at Tweedy, Browne. The partners of Tweedy, Browne have signed ten-year
employment and non-compete agreements with the firm, which include significant
penalties as regards our continuing ownership of the firm should we retire
earlier. We will invest an additional $100 million in the Funds or in accounts
at Tweedy, Browne, managed similarly to the Funds which will bring the total
commitment of current and retired partners and their families to our investment
philosophy to more than $300 million. We have no plans to move to a warmer
climate and pursue some life-long recreational desire. We believe our agreement
has significant advantages in that we no longer need be distracted by estate
planning concerns, and that the long-term continuity of Tweedy, Browne as an
independent adviser beholden first to its clients is secure.

<PAGE>

The decision to bring in an outside investor has not been taken lightly, as
we have no interest in changing what we do for our own investments and those
entrusted to us by our clients. However, the realities of life, or more
specifically the reality of our mortality, dictate that we take steps that will
ensure the independence of Tweedy, Browne for the benefit of our clients while
providing liquidity for our estates. While we consider ourselves to be
relatively young at 48, 50 and 52, we believe the time to make plans is when it
may not be immediately necessary to do so, and at a time when these issues can
be confronted without pressure.

In the now 77-year history of Tweedy, Browne, the firm has always been
owned only by its partners, and no provisions have ever been formally made for
any compensation to a general partner in the event of retirement, death or
disability. Fortunately, in the past, we have only had to deal with the issue of
retirement which was always considered on a case-by-case basis. We have never
felt the need to conduct our relationship through lengthy contracts or
agreements, but have relied on good faith treatment of people with whom we had
been partners and friends for many years. The three of us who are currently
active as general partners of Tweedy, Browne agreed among ourselves that, in the
event of our retirement or one of the unforeseen events mentioned above, we
would continue to retain an interest equal to one-half of the interest we held
while we were still an active, contributing member of the firm. In effect, we
agreed that half of our interest in Tweedy, Browne was due to our prior
contribution and half was due to our active contribution to the management of
clients' assets. We believe this agreement was fair and provided more than
adequate compensation to those partners, present and future, who would actually
be "carrying the water." We have no intention of doing anything other than what
we are doing now, and at least actuarially believe we have many years left on
our personal odometers. However, ultimately this is not our decision. We would
like to see the firm continue to prosper and serve the interests of its clients,
but believe that cannot happen if the owners do not plan for an orderly transfer
of ownership in the future.

The only problem with the agreement we had in place, in which our estates
would retain a significant ownership interest in Tweedy, Browne, relates to the
potentially enormous burden of inheritance taxes that would be due. These taxes
would be based upon the value that could be placed on those retained interests
by the Internal Revenue Service, which would have a vested interest in making
the value as high as possible. Estate planning would be a nightmare if not
virtually impossible. For every $100 of value ascribed to our interests in
Tweedy, Browne, we would need $150 of liquid assets for taxes, as every $250 of
estate assets are taxed at an approximate

<PAGE>

rate of 60%. The possibility exists that all of the liquid net worth we have
accumulated over the course of our lives would have to be sold to pay
inheritance taxes, leaving our heirs with only a non-marketable interest in
Tweedy, Browne. The solution of requiring the active partners to buy out our
estates' interests could be a problem because the price may be greater than what
they might be comfortable paying, unless we were willing to accept an unfairly
low valuation. For this reason, we felt it was necessary to investigate the
alternative of seeking an outside partner who would buy our "estate" interests
in the firm.

The acquisition of investment management companies is a fairly commonplace
occurrence these days. Numerous articles have been written about the need to
consolidate in the money management industry to provide a full range of
investment products and have the necessary capital to compete for the growing
retirement funds of the aging baby-boom generation. This may be true for the
majority of our peers; who are we to argue with the experts? As regards Tweedy,
Browne, we do not agree. We place a very high value on our independence and our
ability to make investment decisions free of any consideration other than what
is in the best interest of the assets we manage. This is not a totally selfless
point of view as the assets under management of the current partners, their
families, our employees and our retired partners are in excess of $240 million.
It is also part of the reason we enjoy coming to work as much as we do. For this
reason, we were not even remotely interested in selling our business to a large
bank or money management company which would want to absorb us into their asset
management division, and involve us in endless hours conceiving of ways to grow
our business with new products or avenues of distribution. We believe a money
management firm should be first and foremost concerned with the management of
its clients' money for the benefit of its clients. If that is accomplished, the
rest is easy. We also believe a money management firm should be managed by money
managers who have the greater part of their own net worth invested alongside
their clients. In our opinion, if a money manager is not willing to own the same
stocks for his or her own account that are bought for the clients' accounts, or
knows of another manager he has more faith in than himself, the clients should
know that as well.

Although it may sound a bit conceited to say our firm has a culture, it
does have its own character. Those of you who have visited our offices know them
to be plain if not a little shabby. We have no art on the walls or expensive
china for coffee; we would rather use the money to buy more stocks. We have
almost no management meetings and no strategic planning department. We do have a
dedicated group of people who do their jobs very

<PAGE>

well without layers of supervision. We all seem to enjoy coming to work each
day, and we all seem to get along quite well. Were we to be acquired by a large
company, the firm's ambience would probably change, coming to work would not be
as much fun, and we believe our clients' interests would not be served. We would
rather stay independent and hope we live forever than be swallowed up by some
large financial conglomerate. In an ideal world, we would want an investor who
would permit us to continue to run our business as we have in the past, who
would assure us of the independence to manage money as we always have, and who
would permit us to continue as significant owners. We also did not want a
situation where an investor we had selected could turn around and resell their
interests to someone who was not acceptable to us or who could interfere with
the independence we had bargained for. We were not interested in a transaction
which further paid us if we reached certain predetermined targets of assets
under management as we wanted our principal goal to continue to be satisfactory
investment performance. With our wish list in hand, we consulted an investment
banking firm active in the field of money managers and discussed whether such an
investor existed. The bankers identified several companies that offered firms
like ours operational independence, but only one which would partner with us, by
which we mean allow us to remain significant owners of the firm. Rather than
talk to a long list of potential buyers or investors, we decided to approach the
one we believed would most fulfill our needs and requirements. That company is
AMG.

AMG is a company that makes investments in firms like ours that need
assistance with succession planning and liquidity for the owners' estates, while
assuring the independence and continuity of the firm for the benefit of clients
and employees. AMG has a proven record of such relationships with eight other
investments in firms such as ours. AMG presents a better solution to our
problems as compared to a sale of the entire company, which could come with
numerous strings attached that would hamper our ability to serve our clients as
we have in the past, and which would remove the incentive of equity ownership in
the future.

The chairman of AMG is Bill Nutt, former President of The Boston Company.
AMG has substantial equity investors such as TA Associates, NationsBank
Investment Corporation and The Hartford Insurance Company. We have come to know
the AMG people over the past several months and have spoken with others who have
known them far longer. We have found that AMG is considered an excellent equity
partner. We believe that the AMG people will be excellent partners for us
because their philosophy, permitting affiliates to manage their businesses
independently

<PAGE>

as they have in the past while requiring that they remain significant owners,
agrees with ours.

The agreement we have made provides for our continuing independence in the
day-to-day operation of Tweedy, Browne and, more importantly, complete
independence in managing money. There are no targets for increasing assets under
management and no specific financial incentives to do so other than an increase
in the value of our retained ownership should the firm continue to prosper. The
principal requirements of AMG, as we see them, are that the firm convert from a
partnership to a limited liability company and that the general partners invest
an additional $100 million in accounts under the firm's management, bringing the
total commitment of the partners, their families and former partners to our
investment philosophy to more than $300 million. In our view, we are reducing
our holdings in Tweedy, Browne and increasing our holdings in the stocks our
clients own. We have stated our intention to maintain this investment for at
least ten years and will sign ten-year employment and non-compete agreements
with the firm. As we have no intention of using these funds for anything other
than increasing the size of our personal portfolios and no interest in embarking
on another career at this point in our lives, but do have a strong desire to
continue managing money, we do not find these terms particularly onerous. A
further requirement of AMG is that we begin to identify the next generation of
Tweedy, Browne partners and provide a plan that gives them equity ownership in
the firm. We believe this makes sense for the firm and our clients by assuring
continuity while not imposing any specific retirement date on us. In this
regard, we plan to admit two of our key employees, Tom Shrager and Bob Wyckoff,
as members of the firm upon completion of this transaction. And, of course, Jim
Clark who retired from active participation in the firm in 1995, and who has a
continuing interest in the firm's profits, will maintain his office with us and
provide counsel as needed.

A valid concern shareholders of the Funds should have is whether, following
such a transaction, the principals become so rich that they lose interest in the
business and investment performance begins to deteriorate. While this may
require a leap of faith on your part, we do not believe this will be the case.
The three of us are fortunate in that we are already rich enough that we do not
have to do what we do. We manage money because that is what we like to do. One
of our clients manages the tours for the Rolling Stones. When they were about to
embark on their latest world tour, one of us asked why would Mick Jagger with
all his wealth choose to go on the road for a year or two. The response was
because that was what he did. "He does what he likes to do, and you do what you
like to do." We enjoy

<PAGE>

what we do and we enjoy winning at it. We do not have personal wealth goals
after which we intend to head to the beach or the golf course. What the
investment by AMG does do is permit us to go about our business as we have for
the past twenty years without the fear that when we are gone, our heirs will be
left in a potentially untenable situation. Until that day, we can manage Tweedy,
Browne as we see best, and we have significant incentives through our own
portfolios and through our substantial continuing ownership in the firm to
continue to perform for our clients and ourselves.

We hope this brief explanation of our arrangements with AMG and the reasons
for coming to you at this time is helpful. The enclosed proxy materials contain
further details which we urge you to read, and then date, sign and return one
proxy for each Fund in which you have an investment.

Thank you for your cooperation and continued support.

Sincerely,

CHRISTOPHER H. BROWNE
President

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
TWEEDY, BROWNE AMERICAN VALUE FUND

52 VANDERBILT AVENUE
NEW YORK, NEW YORK 10017

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 29, 1997
1-800-733-8481, EXT. 494

A Meeting of Shareholders of Tweedy, Browne Fund Inc. (the "Corporation")
and each series of the Corporation, Tweedy, Browne Global Value Fund and Tweedy,
Browne American Value Fund (each a "Fund" and collectively the "Funds"), will be
held at The Hotel Intercontinental, 111 East 48th Street, New York, NY, 10017,
in the Beekman II Room, 3rd Floor, on September 29, 1997 at 4:00 p.m., Eastern
time, for the following purposes:

1. To consider and act upon the approval of a new investment advisory
agreement between each Fund and Tweedy, Browne Company LLC ("Tweedy, Browne") to
take effect upon the closing of the acquisition of a majority interest in
Tweedy, Browne by Affiliated Managers Group, Inc.;

2. To consider and act upon the election of six members of the Board of
Directors of each Fund to serve until the next shareholders meeting or until
their successors are elected and qualified;

3. To consider and act upon the ratification of the selection of Ernst &
Young LLP as independent auditors for each Fund for the fiscal year ending March
31, 1998; and

4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The stock transfer books will not be closed but, in lieu thereof, the Board
of Directors has fixed the close of business on August 21, 1997 as the

<PAGE>

record date for the determination of shareholders of each Fund entitled to
notice of, and to vote at, the Meeting.

By order of the Board of Directors

M. GERVASE ROSENBERGER
Secretary

New York, New York
August 29, 1997

- --------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR
BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING ENVELOPE
PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
- --------------------------------------------------------------------------------

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
TWEEDY, BROWNE AMERICAN VALUE FUND

PROXY STATEMENT

FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 29, 1997
1-800-733-8481, EXT. 494

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Tweedy, Browne Fund Inc. (the
"Corporation") of proxies to be voted at a Meeting of Shareholders of the
Corporation and each series of the Corporation, Tweedy, Browne Global Value Fund
(the "Global Fund") and Tweedy, Browne American Value Fund (the "American Fund")
(each a "Fund" and collectively the "Funds") to be held at The Hotel
Intercontinental, 111 East 48th Street, New York, NY 10017, in the Beekman II
Room, 3rd Floor, on September 29, 1997 at 4:00 p.m., Eastern time, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.

The costs of preparing, printing, mailing and soliciting the proxies will
be borne by Tweedy, Browne Company L.P. ("Tweedy, Browne") and Affiliated
Managers Group, Inc. ("AMG"). In addition, certain officers, directors and
employees of Tweedy, Browne and officers and directors of the Funds (none of
whom will receive additional compensation therefor) may solicit proxies in
person or by telephone, telegraph or mail. Shareholder Communications
Corporation ("SCC") will also solicit proxies. The Corporation's most recent
annual report is available upon request, without charge, by writing to Tweedy,
Browne Fund Inc. c/o First Data Investor Services Group, Inc., P.O. Box 5160,
Westboro, MA 01581 or calling 1-800-733-8481, Ext. 494.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions will be treated as shares that are present and "broker non-votes"
(that is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular

<PAGE>

matter with respect to which the brokers or nominees do not have discretionary
power) will be treated in accordance with Maryland law, which may require them
to be treated as shares that are present. Under Maryland law, shares that are
present but not voted "for" or "against" a matter will be disregarded in
determining the "votes cast" on an issue. Any proxy may be revoked at any time
prior to the exercise thereof by submitting another proxy bearing a later date
or by giving written notice to the Secretary of the Fund at the Fund's address
indicated above or by voting in person at the Meeting. A majority of the
outstanding shares eligible to vote on a particular matter is necessary for
there to be a quorum for that matter. If a quorum is present at the Meeting, the
affirmative vote of either a majority of the outstanding shares of a Fund or, if
less, 67% of the shares of that Fund present for such purpose is necessary to
approve that Fund's new investment advisory agreement. The six nominees for
director receiving the highest number of votes will be elected and approval by a
majority of the shares present for such purpose is necessary to ratify the
Board's selection of the independent auditors.

The Board of Directors of the Corporation knows of no business other than
that specifically mentioned in the Notice of Special Meeting of Shareholders
which will be presented for consideration at the Meeting. If any other matters
are properly presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment.

The Board of Directors of the Corporation has fixed the close of business
on August 21, 1997 as the record date (the "Record Date") for the determination
of shareholders of each Fund entitled to notice of and to vote at the Meeting or
any adjournment thereof. Shareholders of each Fund on that date will be entitled
to one vote on each matter on which they are entitled to vote for each share
held and a fractional vote with respect to fractional shares and shareholders
will not have cumulative voting rights. At the close of business on the Record
Date, the Fund had outstanding 106,667,188 shares of the Global Fund and
27,991,077 shares of the American Fund, each with a par value of $.0001 per
share, which comprise the only authorized series of shares of the Corporation.

The principal executive offices of the Funds are located at 52 Vanderbilt
Avenue, New York, New York 10017. The enclosed proxy and this proxy statement
are first being sent to the Fund's shareholders on or about August 29, 1997.

<PAGE>

PROPOSAL NO. 1.

TO CONSIDER A NEW ADVISORY AGREEMENT FOR EACH
FUND WHICH WILL TAKE EFFECT UPON THE CLOSING
OF THE ACQUISITION OF TWEEDY, BROWNE

SUMMARY OF THE TRANSACTION

Tweedy, Browne and its partners have entered into a definitive agreement
(the "Agreement") for Tweedy, Browne to convert to a limited liability company
and for Affiliated Managers Group, Inc. ("AMG") to acquire a majority interest
in the firm through a sale of interests to AMG (the "Transaction"). At that
time, AMG will become the managing member of Tweedy, Browne. A self-perpetuating
management committee, consisting initially of Tweedy, Browne's current general
partners, Christopher H. Browne, William H. Browne and John D. Spears, will have
the authority and responsibility to conduct the day-to-day operations of the
adviser. The Transaction is expected to close on or about September 30, 1997
(the "Closing") and is subject to various conditions, including approval by the
shareholders of each Fund of a new investment advisory agreement between Tweedy,
Browne and each Fund (the "New Advisory Agreements"). After the Closing, Tweedy,
Browne will continue to operate out of its New York office. The firm's current
general partners will sign long-term employment contracts and will continue to
be responsible for the day-to-day affairs of Tweedy, Browne. See "The Employment
Agreements," below. In addition, Tweedy, Browne will admit two other key
employees, Thomas Shrager and Robert Q. Wyckoff, Jr., as members of the firm.
Thus, in the view of the Board and Tweedy, Browne, the Transaction will not
result in any changes in the portfolio management and investment operations of
the Funds.

AMG is a Boston-based holding company which makes equity investments in
investment management firms in which management personnel retain a significant
interest in the profits of the business. As of June 30, 1997, AMG served as
general partner or manager member of seven registered investment advisers (and
had a minority investment in an eighth), which in the aggregate manage
approximately $34 billion. Each of the registered investment advisers in which
AMG holds an interest is independently managed by its respective principals, and
AMG does not participate in the day-to-day management or the investment process
of such firms. Under the organizational documents of Tweedy, Browne, AMG will
have no authority to manage the day-to-day operations or participate in the
investment process at Tweedy, Browne.

<PAGE>

AMG is a Delaware corporation which has its offices at Two International
Place, Boston, MA 02110. AMG's largest stockholder is Advent VII, L.P., an
investment fund controlled by TA Associates, Inc., a Delaware corporation
("TA"). As of June 30, 1997, seven private equity funds managed by TA
collectively owned more than a majority of the voting stock of AMG and,
therefore, TA may be deemed to be the parent of AMG; however, it is anticipated
that after the date of this proxy, AMG will issue additional stock in private
and/or public financing transactions and issue stock as consideration for the
acquisition of additional investment advisers. These issuances will have the
effect of diluting the interest in AMG of the funds managed by TA to less than a
quarter of the outstanding voting interests in AMG. In addition, because the
funds managed by TA are investment funds, and not operating companies, they may
elect to distribute stock of AMG to investors in such funds. Neither TA nor any
of its investment funds has the power or authority to participate in the
management or operations of any of the investment advisers in which AMG holds an
interest. Neither TA nor any of its investment funds will have actual control of
Tweedy, Browne upon consummation of the Transaction. The address of TA and each
of the investment funds it manages is High Street Tower, Suite 2500, 125 High
Street, Boston, MA 02110.

Pursuant to Section 15 of the Investment Company Act of 1940, as amended
(the "1940 Act"), each Fund's existing investment advisory agreement terminates
automatically upon its "assignment", which term includes any transfer of a
controlling interest in an adviser. Section 15(a) of the 1940 Act prohibits any
person from serving as an investment adviser to a registered investment company
except pursuant to a written contract that has been approved by the
shareholders. Therefore, in order for Tweedy, Browne to continue to provide
investment advisory services to each Fund after the closing of the Transaction,
the shareholders of each Fund must approve a New Advisory Agreement.

The Transaction also contemplates that Tweedy, Browne, AMG and other
persons will comply with the requirements of Section 15(f) of the 1940 Act after
the Closing. Section 15(f) provides, in pertinent part, that the partners of
Tweedy, Browne may receive any amount or benefit in connection with a sale of
securities of, or a sale of any other interest in, Tweedy, Browne which results
in an assignment of the investment advisory contract if (1) for a period of
three years after such event, at least 75% of the members of the board of
directors of the investment company which it advises are not "interested
persons" (as defined in the 1940 Act) of the new or old investment adviser; and
(2) for a two-year period there is no "unfair burden" imposed on the investment
company as a result of the

<PAGE>

Transaction. In order to satisfy the 75% condition, it is expected that William
H. Browne will resign as director effective on the completion of the
Transaction. In the Agreement with Tweedy, Browne, AMG has represented and
warranted to Tweedy, Browne that it has no express or implied understanding or
arrangement that would impose an unfair burden on the Corporation as a result of
the Transaction.

Each New Advisory Agreement, if approved by the Fund's shareholders, will
commence at the Closing, will remain in effect for an initial two-year term and
will continue in effect thereafter for successive periods if and so long as such
continuance is specifically approved annually by (a) the Board of Directors or
(b) the Fund's shareholders, provided that in either event, the continuance also
is approved by a majority of the directors who are not "interested persons" by
vote cast in person at a meeting called for the purpose of voting on such
approval.

After careful consideration, the Board of Directors recommends that
shareholders of each Fund vote "FOR" the New Advisory Agreement between the
Corporation on behalf of such Fund and Tweedy, Browne to replace the current
advisory agreements with Tweedy, Browne upon consummation of the Transaction.
See "Evaluation by the Boards" below.

BENEFITS TO SHAREHOLDERS

The Board has identified the following benefits which the shareholders are
anticipated to realize as a result of the Transaction:

1. Christopher H. Browne, William H. Browne and John D. Spears, the
individuals who have managed the Funds since their inception, will serve on the
management board of and retain a significant interest in Tweedy, Browne, will
continue to manage the Funds and the day-to-day operations of Tweedy, Browne and
will invest substantial additional amounts in the Funds or accounts at Tweedy,
Browne managed similarly to the Funds;

2. Christopher H. Browne, William H. Browne and John D. Spears, who
have not previously been parties to any employment contracts, will be subject to
10-year employment agreements, thereby providing the Funds with greater
assurances of being able to continue receiving their services; and

3. Christopher H. Browne, William H. Browne and John D. Spears have
agreed to transfer a substantial portion of their retained interest in Tweedy,
Browne to new members of Tweedy, Browne, thereby providing for the development
of new managers who can eventually succeed to their positions and provide
continuity to the Funds' management.

<PAGE>

THE INVESTMENT ADVISER

Tweedy, Browne, 52 Vanderbilt Avenue, New York, New York 10017 currently
serves as each Fund's investment adviser. Tweedy, Browne manages each Fund's
investments, provides various administrative services (not otherwise provided by
third parties) and supervises each Fund's daily business affairs, subject to
supervision by the Corporation's Board of Directors. Christopher H. Browne,
William H. Browne and John D. Spears have been responsible for the day-to-day
management of the Funds since their inception. Tweedy, Browne is owned
substantially and controlled by its general partners, who are Christopher H.
Browne, William H. Browne and John D. Spears.

THE EMPLOYMENT AGREEMENTS

Christopher H. Browne, William H. Browne and John D. Spears will enter into
employment agreements that provide for their continued service to Tweedy, Browne
for ten years after the Transaction occurs. These agreements also provide that
they cannot be terminated except for cause or disability and contain
non-solicitation and non-competition provisions that extend beyond the term of
these agreements. These individuals will have a right to sell their retained
interests in Tweedy, Browne to AMG over a period of time starting in the sixth
year after the Transaction, and will be required to sell upon retirement or any
other termination of employment.

THE NEW ADVISORY AGREEMENTS

Pursuant to the current advisory agreements between Tweedy, Browne and the
Corporation on behalf of each Fund, Tweedy, Browne has been retained to manage
the investments of each Fund and to provide such investment research, advice and
supervision, in conformity with each Fund's investment objectives and policies,
as may be necessary for the operations of each Fund. The New Advisory Agreements
provide the same authority. The current advisory agreement for each Fund was
last continued on March 5, 1997. The current advisory agreements and New
Advisory Agreements provide that each Fund will pay Tweedy, Browne a fee for its
services equal to 1.25% of its average daily net asset value. Tweedy, Browne has
voluntarily agreed with the Board of Directors to waive such portion of its fees
on the American Fund as may be necessary to keep the total expense ratio of the
American Fund from exceeding 1.39%. This waiver may be withdrawn or modified by
Tweedy, Browne although it does not expect to do so. During each Fund's fiscal
year ended March 31, 1997,

<PAGE>

Tweedy, Browne's net fees earned were: $14,318,034 for the Global Fund and
$2,892,275 (net of fee waivers of $284,262) for the American Fund.

The New Advisory Agreements provide for the furnishing of the same advisory
services for the same advisory fees as the current advisory agreements with each
Fund. The current advisory agreements provide, among other things, that Tweedy,
Browne will bear all expenses of its employees and overhead incurred in
connection with its duties, and that the Funds will pay (or reimburse Tweedy,
Browne, if it has paid) all direct and indirect costs, charges, and expenses of
or related to each Fund's business and operations, including the compensation of
the Corporation's directors (other than those who are interested persons). A
form of the New Advisory Agreement is attached as Appendix A.

Pursuant to both the current and new Advisory Agreements, although Tweedy,
Browne intends to devote such time and effort to the business of a Fund as is
reasonably necessary to perform its duties to such Fund, the services of Tweedy,
Browne are not exclusive and Tweedy, Browne may provide similar services to
other investment companies and other clients and may engage in other activities.

The current agreements and New Advisory Agreements both provide that in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, Tweedy, Browne is not liable to either
Fund or the shareholders of either Fund for any act or omission by Tweedy,
Browne in the supervision or management of investment activities or for any loss
sustained by either Fund or the shareholders of either Fund, and that a Fund
will indemnify Tweedy, Browne subject to the requirements and limitations of the
1940 Act. Currently, Messrs. C. Browne, W. Browne and Spears are general
partners of Tweedy, Browne and have unlimited personal liability for Tweedy,
Browne's liabilities. Upon conversion of Tweedy, Browne to a limited liability
company neither they nor AMG will have personal liability for Tweedy, Browne's
liabilities in excess of their respective interests in Tweedy, Browne.

Both the current and the New Advisory Agreements may be terminated on 60
days' written notice at any time without the payment of any penalty either by
the Corporation, upon the vote of a majority of the Corporation's Board of
Directors or a majority of the outstanding voting securities of the respective
Fund, or by Tweedy, Browne.

<PAGE>

EVALUATION BY THE BOARDS

On August 12, 1997, the independent directors of the Board (other than Mr.
Loventhal, who was unable to attend) met and discussed the Transaction and its
possible effect on the Corporation and each Fund and evaluated the New Advisory
Agreements. The general partners of Tweedy, Browne and senior officers of AMG
were present to answer questions from the Board. In evaluating the New Advisory
Agreements, the Board reviewed materials furnished by Tweedy, Browne relevant to
its decision. Those materials included information regarding Tweedy, Browne and
AMG (including information describing their respective personnel and operations)
as well as materials regarding the services rendered, absolute and relative
performance of the Funds, profitability of Tweedy, Browne relating to the Funds
and comparative advisory fee information. Representatives of Tweedy, Browne
discussed with the Board Tweedy, Browne's management philosophy and methods of
operation insofar as they related to either Fund and indicated their belief
that, as a consequence of the Transaction, the operations of Tweedy, Browne and
its ability to provide services to the Funds would not be adversely affected.
Representatives of AMG discussed with the Board AMG's management philosophy and
expected relationship with Tweedy, Browne and the Funds. In its deliberations,
the Board considered certain terms of the Transaction, including, among other
things, the continued investment and employment of Christopher H. Browne,
William H. Browne and John D. Spears, which it believed to be important to
assure continuity of the advisory services provided by Tweedy, Browne to the
Funds, and the requirement that the current general partners transfer a portion
of their interests to other senior managers over the next several years. The
Board also considered comparative information on other investment companies with
similar investment objectives. In addition, the Board reviewed and discussed the
terms and provisions of the New Advisory Agreements and compared fees and
expenses under the New Advisory Agreements with those paid by other investment
companies. The Board considered the benefits that the Funds might obtain from
the sale of a majority interest of Tweedy, Browne to AMG.

The Board was advised by its own counsel and considered all information
that it determined was relevant to its deliberations.

In determining to recommend that shareholders of each Fund vote to approve
the New Advisory Agreements as being in the best interest of each Fund's
shareholders, it was noted that the advisory services to be provided by Tweedy,
Browne would be performed by the same principals in the business who had
previously been providing such services and that expenses

<PAGE>

of the Funds in the future would not be any greater than those under the current
advisory agreements.

ACCORDINGLY, AFTER CONSIDERATION OF THE ABOVE, AND SUCH OTHER FACTORS AND
INFORMATION AS IT DEEMED RELEVANT, THE BOARD OF DIRECTORS, INCLUDING ALL OF THE
MEMBERS OF THE BOARD PRESENT AT THE MEETING WHO ARE NOT INTERESTED PERSONS (AS
SUCH TERM IS DEFINED BY THE 1940 ACT), APPROVED EACH NEW ADVISORY AGREEMENT AND
VOTED TO RECOMMEND ITS APPROVAL TO EACH FUND'S SHAREHOLDERS. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.

PROPOSAL NO. 2

ELECTION OF THE BOARD OF
DIRECTORS OF THE CORPORATION

At the Meeting, six directors will be elected to serve until the next
Meeting of Shareholders and until their successors are elected and qualified.
The six nominees for director receiving the highest number of votes will be
elected. It is the intention of the persons named in the enclosed proxy to vote
in favor of the election of the persons listed below. The Board of Directors
recommends that you vote "FOR" the nominees.

To comply with regulatory requirements as discussed under Proposal No. 1,
it is expected that William H. Browne will resign as director effective on the
completion of the Transaction. Otherwise, the Board of Directors of the
Corporation knows of no reason why the nominees listed below will be unable to
serve but in the event of any such unavailability, the proxies received will be
voted for such substitute nominees as the Board of Directors may recommend.

Certain information concerning the nominees and the offices of the Funds is
set forth below. The six nominees that are currently directors of the
Corporation were elected by shareholders other than Richard Salomon, who was
subsequently appointed by the Board of Directors. Messrs. Beal, C. Browne, W.
Browne, Lazar, Loventhal and Salomon were nominated by the Board of Directors at
its meeting on August 12, 1997. The "interested" directors (as defined by
Section 2(a)(19) of the 1940 Act ) are indicated in the chart below by an
asterisk(*). The directors who are not "interested directors" are referred to as
"independent directors."

<PAGE>

<TABLE>
<CAPTION>
FUND
PRINCIPAL DIRECTOR SHARES
OCCUPATIONS OR OF THE OWNED % OF
EMPLOYMENT IN PAST CORPORATION AS OF SHARES
NAME AND AGE 5 YEARS SINCE 8/22/97 OUTSTANDING
- ------------ ------------------ ----------- --------- -----------
<S> <C> <C> <C> <C>
Bruce A. Beal............ Partner and 1993 6,678(1) (3)
Age: 60 Officer, The Beal
Companies and Beal
& Company, Inc.,
various real
estate development
and investment
companies. Real
estate consultant.

Christopher H. Browne*... General Partner of 1993 1,040(2)
Age: 50 Tweedy, Browne. 34,409(1) (3)

William H. Browne*....... General Partner of 1993 11,208(2)
Age: 52 Tweedy, Browne. 63,628(1) (3)

Arthur Lazar............. President of Lazar 1993 28,835(1) (3)
Age: 84 Brokerage
(insurance
brokerage).

Daniel J. Loventhal...... Private Investor. 1993 18,917(1) (3)
Age: 75

Richard Salomon.......... Partner in Christy 1994 46,202(1) (3)
Age: 49 & Viener (law
firm).

All directors and officers as a group (8 persons) owned an aggregate of 789,308
shares of the Global Fund and 504,668 shares of the American Fund as of August 22,
1997.
</TABLE>

- ---------------
* Messrs. Christopher Browne and William Browne are brothers and are
considered by the Corporation to be directors who are "interested persons"
of Tweedy, Browne or of the Corporation (within the meaning of the 1940
Act).

(1) Global Fund
(2) American Fund
(3) Less than 1%.

Four meetings of the Board of Directors of the Corporation were held
between April 1, 1996 and March 31, 1997. In that period, all incumbent
directors attended 75% or more of the meetings with the exception of William H.
Browne who attended 50% of the meetings held. The Corporation has no standing
committee of the Board of Directors.

Only the independent directors receive remuneration from the Funds for
acting as a director. During the 1996 fiscal year, director fees for independent
directors were set at $2,000 per annum plus $500 for each Board of Directors
meeting attended plus out-of-pocket expenses.

<PAGE>

The following table sets forth certain information regarding compensation
of the Corporation's Board of Directors and officers. Except as disclosed below,
no executive officer or person affiliated with the Corporation received
compensation from the Corporation for the fiscal year ended March 31, 1997.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM CORPORATION
COMPENSATION AND COMPLEX
NAME AND POSITION FROM CORPORATION PAID TO DIRECTORS
- ----------------- ---------------- ------------------
<S> <C> <C>
Christopher H. Browne
Chairman of the Board and
President..................... $ 0 $ 0

William H. Browne
Treasurer and Director........ $ 0 $ 0

John D. Spears
Vice President................ $ 0 $ 0

M. Gervase Rosenberger
Secretary..................... $ 0 $ 0

Bruce A. Beal
Director...................... $4,000 $4,000

Arthur Lazar
Director...................... $4,000 $4,000

Daniel J. Loventhal
Director...................... $4,000 $4,000

Richard Salomon
Director...................... $4,000 $4,000
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES.

PROPOSAL NO. 3.

RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS

Ernst & Young LLP ("E&Y") has been selected by vote cast in person by a
majority of the Board of Directors, including a majority of the independent
directors, subject to the ratification by the shareholders of the Funds at the
Meeting, as the independent auditors to audit the accounts of the Corporation
and each Fund for and during the fiscal year ending March 31, 1998.

<PAGE>

Representatives of E&Y will attend the Meeting, will have an opportunity to
make a statement if they desire to do so, and will be available to answer
questions.

THE AFFIRMATIVE VOTE OF A SIMPLE MAJORITY OF SHARES OF THE CORPORATION
PRESENT AND VOTING AT THE MEETING IS REQUIRED TO RATIFY THE SELECTION OF E&Y.
THE BOARD OF DIRECTORS RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.

PRINCIPAL HOLDERS

As of the Record Date, to the best knowledge of the Fund, the following
persons owned of record or beneficially more than 5% of any class of the
outstanding shares of either Fund.

<TABLE>
<CAPTION>
TOTAL SHARES
FUND NAME NAME AND ADDRESS OWNED
--------- ---------------- ------------
<S> <C> <C>
Tweedy, Browne Charles Schwab & Co. Inc 24,536,358
Global Value Fund FBO Special Custody Acct FBO
Exclusive Benefit of Customers
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104

Tweedy, Browne National Financial Services Corp. 8,119,559
Global Value Fund Cust Exclusive Ben of Customer
P.O. Box 3908 Church Street Station
New York, NY 10008-3908

Tweedy, Browne Charles Schwab & Co. Inc 5,666,014
American Value Fund Special Custody Acct for Excl Ben
Attn Mutual Funds Reinvest Omn
101 Montgomery St
San Francisco, CA 94104

Tweedy, Browne National Financial Services Corp. 7,167,811
American Value Fund Cust Exclusive Benefit of
P.O. Box 3908 Church Street Station
New York, NY 10008-3908
</TABLE>

BROKERAGE FEES AND PORTFOLIO TRANSACTIONS

Tweedy, Browne conducts all of the trading operations, except clearing, for
both the Global Fund and the American Fund. Tweedy, Browne executes portfolio
transactions with or through issuers, underwriters and other brokers and
dealers. In its capacity as a broker/dealer, Tweedy, Browne reserves the right
to receive a ticket charge from each Fund for such service although it currently
does not engage in this practice.

<PAGE>

The primary objective of Tweedy, Browne in placing orders for the purchase
and sale of securities for each Fund's portfolio is to obtain the most favorable
net results, taking into account such factors as price, commission, where
applicable (which is negotiable in the case of U.S. national securities exchange
transactions but which is generally fixed in the case of foreign exchange
transactions), size of order, difficulty of execution and skill required of the
executing broker/dealer. Tweedy, Browne reviews, on a routine basis, commission
rates, execution and settlement services performed, making internal and external
comparisons.

Tweedy, Browne is authorized to place orders for portfolio transactions on
behalf of the Funds with brokers and dealers who supply market quotations to the
custodian of the Funds for appraisal purposes, or who supply research, market
and statistical information to either Fund or Tweedy, Browne when it can be done
consistently with the policy of obtaining the most favorable net results. The
term "research, market and statistical information" includes advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities, and furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts. However, Tweedy, Browne currently does not engage in these
practices. Tweedy, Browne is not authorized, when placing portfolio transactions
for either Fund, to pay a brokerage commission on account of receiving such
services or information in excess of that which another broker might have
charged for executing the same transaction. Tweedy, Browne does not place orders
with brokers or dealers on the basis that the broker or dealer has or has not
sold a Fund's shares. There is no intention to place portfolio transactions with
particular brokers or dealers or groups thereof. In effecting transactions in
over-the-counter securities, orders are placed with the principal market makers
for the security being traded unless it appears that more favorable results are
otherwise available.

Although certain research, market and statistical information from brokers
and dealers can be useful to the Funds and to Tweedy, Browne, it is the opinion
of Tweedy, Browne, that such information is only supplementary to its own
research effort since the information must still be analyzed, weighed, and
reviewed by Tweedy, Browne's staff. Such information may be useful to Tweedy,
Browne in providing services to clients other than the Funds, and not all such
information is useful to Tweedy, Browne in providing services to the Funds. For
the fiscal years ended March 31, 1997 and March 31, 1996, the Global Fund paid
brokerage commissions of $2,167,248 and $1,135,039, respectively, none of which
were paid to

<PAGE>

affiliates. For the fiscal years ended March 31, 1997 and March 31, 1996, the
American Fund paid brokerage commissions of $223,652 and $210,767, respectively,
none of which were paid to affiliates. The increase in commission payments is
attributable to the increased size of the Funds.

DEADLINE FOR SHAREHOLDER PROPOSALS

The Corporation does not hold regularly scheduled meetings of shareholders
of either Fund. Any shareholder desiring to present a proposal for inclusion at
the meeting of shareholders next following the Meeting should submit such
proposal to the Corporation.

OTHER MATTERS

The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their best judgment on such
matters.

All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.

Very truly yours,

CHRISTOPHER H. BROWNE
President

August 29, 1997

<PAGE>

APPENDIX A

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated , 1997, between Tweedy,
Browne Fund Inc. (the "Company"), a Maryland corporation, and Tweedy, Browne
Company LLC (the "Adviser"), a Delaware limited liability company.

In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed by and between the parties hereto as follows:

1. In General

The Adviser agrees, all as more fully set forth herein, to act as
investment adviser to the Company with respect to the investment of the assets
of the Company allocated to [Tweedy, Browne Global Value Fund] [Tweedy, Browne
American Value Fund] (the "Fund").

2. Duties and obligations of the Adviser with respect to investments of
assets of the Fund

(a) Subject to the succeeding provisions of this paragraph and subject to
the direction and control of the Company's Board of Directors, the Adviser shall
act as investment adviser for and supervise and manage the investment and
reinvestment of the Fund's assets and in connection therewith have complete
discretion in purchasing and selling securities and other assets for the Fund
and in voting, exercising consents and exercising all other rights appertaining
to such securities and other assets on behalf of the Fund.

(b) In the performance of its duties under this Agreement, the Adviser
shall at all times use all reasonable efforts to conform to, and act in
accordance with, any requirements imposed by (i) the provisions of the
Investment Company Act of 1940 (the "Act"), and of any rules or regulations in
force thereunder; (ii) any other applicable provision of law; (iii) the
provisions of the Articles of Incorporation and By-Laws of the Company, as such
documents are amended from time to time; (iv) the investment objective, policies
and restrictions applicable to the Fund as set forth from time to time in the
Company's Registration Statement on Form N-1A and any prospectus or statement of
additional information used by the Fund and provided to the Adviser; and (v) any
policies and determinations of the Board of Directors of the Company with
respect to the Fund.

A-1

<PAGE>

(c) The Adviser will seek to provide qualified personnel to fulfill its
duties hereunder and will bear all costs and expenses (including any overhead
and personnel costs) incurred in connection with its duties hereunder and shall
bear the costs of any salaries or directors fees of any officers or directors of
the Company who are affiliated persons (as defined in the Act) of the Adviser.
If in any fiscal year the Fund's aggregate expenses (excluding interest, taxes,
distribution expenses, brokerage commissions and extraordinary expenses) exceed
the most restrictive expense limitation imposed by the securities law of any
state in which the shares of the Fund are registered or qualified for sale
(currently 2.5% of the first $20 million in assets, 2.0% of the next $50 million
and 1.5% of the excess), the Adviser will reimburse the Company for the amount
of such excess up to the amount of fees accrued for such fiscal year thereunder.
The amount of such reimbursement shall be calculated monthly and an appropriate
amount shall be held back or released to the Adviser each month so that the
aggregate amount held back at any particular time shall equal the net amount of
the reimbursement on a cumulative year-to-date basis. As of the end of the year
the final amount of the total reimbursement shall be calculated and the
appropriate amount released to the Fund or the Adviser or paid to the Fund by
the Adviser. Subject to the foregoing, the Company shall be responsible for the
payment of all the Fund's other expenses; including (i) payment of the fees
payable to the Adviser under paragraph 4 hereof; (ii) organizational expenses;
(iii) brokerage fees and commissions and the costs of arranging for portfolio
transactions; (iv) taxes; (v) interest charges on borrowings; (vi) the cost of
liability insurance or fidelity bond coverage for the Company officers and
employees, and directors' and officers' errors and omissions insurance coverage;
(vii) legal, auditing and accounting fees and expenses; (viii) charges of the
Fund's administrator, custodian, transfer agent and dividend disbursing agent;
(ix) the Fund's pro rata portion of dues, fees and charges of any trade
association of which the Company is a member; (x) the expenses of printing,
preparing and mailing proxies, stock certificates and reports, including the
Fund's prospectuses and statements of additional information, and notices to
shareholders; (xi) filing fees for the registration or qualification of the Fund
and its shares under federal or state securities laws; (xii) the fees and
expenses involved in registering and maintaining registration of the Fund's
shares with the Securities and Exchange Commission; (xiii) the expenses of
holding shareholder meetings; (xiv) the compensation, including fees, of any of
the Company's directors, officers or employees who are not affiliated persons of
the Adviser; (xv) all expenses of computing the Fund's net asset value per
share, including any equipment or services obtained solely for the purpose of
pricing shares or valuing the Fund's investment portfolio; (xvi) expenses

A-2

<PAGE>

of personnel performing shareholder servicing functions; and (xvii) litigation
and other extraordinary or non-recurring expenses and other expenses properly
payable by the Fund.

(d) The Adviser shall give the Fund the benefit of its best judgment and
effort in rendering services hereunder, but neither the Adviser nor any of its
officers, directors, employees, agents or controlling persons shall be liable
for any act or omission or for any loss sustained by the Fund in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement; provided, however, that the foregoing shall not constitute
a waiver of any rights which the Company may have which may not be waived under
applicable law.

(e) Nothing in this Agreement shall prevent the Adviser or any director,
officer, employee or other affiliate thereof from acting as investment adviser
for any other person, firm or corporation, or from engaging in any other lawful
activity, and shall not in any way limit or restrict the Adviser or any of its
directors, officers, employees or agents from buying, selling or trading any
securities for its or their own accounts or for the accounts of others for whom
it or they may be acting.

3. Portfolio Transactions

In the course of the Adviser's execution of portfolio transactions for the
Fund, it is agreed that the Adviser shall employ securities brokers and dealers
which, in its judgment, will be able to satisfy the policy of the Fund to seek
the best execution of its portfolio transactions at reasonable expenses. For
purposes of this agreement, "best execution" shall mean prompt, efficient and
reliable execution at the most favorable price obtainable. Under such conditions
as may be specified by the Company's Board of Directors in the interest of its
shareholders and to ensure compliance with applicable law and regulations, the
Adviser may (a) pay commissions to brokers other than its affiliate which are
higher than might be charged by another qualified broker to obtain brokerage
and/or research services considered by the Adviser to be useful or desirable in
the performance of its duties hereunder and for the investment management of
other advisory accounts over which it or its affiliates exercise investment
discretion; and (b) consider sales by brokers other than the Adviser of shares
of the Fund and any other mutual fund for which it or its affiliates act as
investment adviser, as a factor in its selection of brokers and dealers for Fund
portfolio transactions.

A-3

<PAGE>

4. Compensation of the Adviser

(a) Subject to paragraph 2(a), the Company agrees to pay to the Adviser out
of the Fund's assets and the Adviser agrees to accept as full compensation for
all services rendered by or through the Adviser a fee computed daily and payable
monthly in arrears in an amount equal to an annualized basis to 1.25% of the
Fund's daily average net asset value. For any period less than a month during
which this Agreement is in effect, the fee shall be pro rated according to the
proportion which such period bears to a full month of 28, 29, 30 or 31 days, as
the case may be. Such payments shall be made in arrears; provided, however, that
if the Adviser so requests, the Company will pay as often as weekly an amount
equal to 75% of the amount of fees then accrued and not yet paid with the
balance at the end of the month.

(b) For purposes of this Agreement, the net asset value of the Fund shall
be calculated pursuant to the procedures adopted by resolutions of the Directors
of the Company for calculating the net asset value of the Fund's shares.

5. Ownership of Names

The names "Tweedy, Browne Fund Inc." and ["Tweedy, Browne Global Value
Fund"] ["Tweedy, Browne American Value Fund"] belong to the Adviser.

6. Indemnity

(a) The Company hereby agrees to indemnify the Adviser and each of the
Adviser's directors, officers, employees, and agents (including any individual
who serves at the Adviser's request as director, officer, partner, trustee or
the like of another corporation) and controlling persons (each such person being
an "indemnitee") against any liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees (all as provided in accordance with applicable corporate law) reasonably
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which he may be or may have been
involved as a party or otherwise or with which he may be or may have been
threatened, while acting in any capacity set forth above in this paragraph or
thereafter by reason of his having acted in any such capacity, except with
respect to any matter as to which he shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the Company and furthermore, in the case of any criminal proceeding,
so long

A-4

<PAGE>

as he had no reasonable cause to believe that the conduct was unlawful,
provided, however, that (1) no indemnitee shall be indemnified hereunder against
any liability to the Company or its shareholders or any expense of such
indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii)
gross negligence or (iv) reckless disregard of the duties involved in the
conduct of his position (the conduct referred to in such clauses (i) through
(iv) being sometimes referred to herein as "disabling conduct"), (2) as to any
matter disposed of by settlement or a compromise payment by such indemnitee,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best interest of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that his action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee and (3) with respect to any
action, suit or other proceeding voluntarily prosecuted by any indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such indemnitee was authorized by a majority
of the full Board of the Company. Notwithstanding the foregoing the Company
shall not be obligated to provide any such indemnification to the extent such
provision would waive any right which the Company cannot lawfully waive.

(b) The Company shall make advance payments in connection with the expenses
of defending any action with respect to which indemnification might be sought
hereunder if the Company receives a written affirmation of the indemnitee's good
faith belief that the standard of conduct necessary for indemnification has been
met and a written undertaking to reimburse the Company unless it is subsequently
determined that he is entitled to such indemnification and if the directors of
the Company determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following conditions must be
met: (A) the indemnitee shall provide a security for his undertaking, (B) the
Company shall be insured against losses arising by reason of any lawful
advances, or (C) a majority of a quorum of directors of the Company who are
neither "interested persons" of the Company (as defined in Section 2(a)(19) of
the Act) nor parties to the proceeding ("Disinterested Non-Party Directors") or
an independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.

(c) All determinations with respect to indemnification hereunder shall be
made (1) by a final decision on the merits by a court or other body

A-5

<PAGE>

before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-Party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.

The rights accruing to any indemnitee under these provisions shall not
include any other right to which he may be lawfully entitled.

7. Duration and Termination

This Agreement shall become effective on the date hereof and shall continue
in effect for a period of two years and thereafter from year to year, but only
so long as such continuation is specifically approved at least annually in
accordance with the requirements of the Act.

This Agreement may be terminated by the Adviser at any time without penalty
upon giving the Company sixty-days' written notice (which notice may be waived
by the Company) and may be terminated by the Company at any time without penalty
upon giving the Adviser sixty-days' notice (which notice may be waived by the
Adviser), provided that such termination by the Company shall be directed or
approved by the vote of a majority of the Directors of the Company in office at
the time or by the vote of the holders of a "majority of the voting securities"
(as defined in the Act) of the Fund at the time outstanding and entitled to vote
and provided further, that the provisions of Paragraph 5 shall survive any
termination of this Agreement. This Agreement shall terminate automatically in
the event of its assignment (as "assignment" is defined in the Act and the rules
thereunder.)

8. Notices

Any notice under this Agreement shall be in writing to the other party at
such address as the other party may designate from time to time for the receipt
of such notice and shall be deemed to be received on the earlier of the date
actually received or on the fourth day after the postmark, if such notice is
mailed first class, postage prepaid.

9. Governing Law

This Agreement shall be construed in accordance with the laws of the State
of New York for contracts to be performed entirely therein and in accordance
with the applicable provisions of the Act.

A-6

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers, all as of the day and the year
first above written.

TWEEDY, BROWNE FUND INC.

By
---------------------------------------------
Name:
Title:

TWEEDY, BROWNE COMPANY LLC

By
---------------------------------------------
Name:
Title:

A-7
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD
OF MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1
AND 2. THE UNITS REPRESENTED HEREBY WILL BE VOTED BY THE PROXIES IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE: ,1997
If signing in a representative capacity (as attorney, executor
or administrator, trustee, guardian or custodian, corporate
officer or general partner), please indicate such capacity
following signature. Proxies for custodian accounts must
be signed by the named custodian, not by the minor.
Signature(s) if held jointly (Title(s), if required)
001

Please fold and detach card at perforation before mailing. p p TWEEDY,
BROWNE AMERICAN VALUE FUND SERIES OF
TWEEDY, BROWNE FUND INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS THE
UNDERSIGNED HEREBY APPOINTS M. GERVASE ROSENBERGER AND COLEEN D. DINNEEN
AS PROXIES, EACH WITH THE POWER TO
APPOINT HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRESENT
AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF
TWEEDY, BROWNE AMERICAN VALUE FUND (THE "FUND") OF TWEEDY, BROWNE FUND
INC. (THE "COMPANY") HELD OF RECORD BY THE
UNDERSIGNED ON AUGUST 21, 1997, AT THE MEETING OF STOCKHOLDERS OF THE
COMPANY TO BE HELD ON SEPTEMBER 29, 1997 OR ANY
ADJOURNMENTS THEREOF. BY SIGNING AND DATING THE LOWER PORTION OF THIS
CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF
NOT MARKED, TO VOTE "
FOR
" EACH PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS
MAY PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE
ENCLOSED ENVELOPE. Date Please sign name or names as printed on proxy
to authorize the voting of your shares as indicated. Where
shares are registered with joint owners all joint owners
should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate. Signature(s) (Please sign inside
Box) (over) 002 Please fold and detach card at perforation before
mailing. p p TWEEDY, BROWNE AMERICAN VALUE FUND SERIES OF
TWEEDY, BROWNE FUND INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS M. GERVASE ROSENBERGER AND COLEEN D.
DINNEEN AS PROXIES, EACH WITH THE POWER TO
APPOINT HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRESENT
AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF
TWEEDY, BROWNE AMERICAN VALUE FUND (THE "FUND") OF TWEEDY, BROWNE FUND
INC. (THE "COMPANY") HELD OF RECORD BY THE
UNDERSIGNED ON AUGUST 21, 1997, AT THE MEETING OF STOCKHOLDERS OF THE
COMPANY TO BE HELD ON SEPTEMBER 29, 1997 OR ANY
ADJOURNMENTS THEREOF. BY SIGNING AND DATING THE LOWER PORTION OF THIS
CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF
NOT MARKED, TO VOTE "
FOR
" EACH PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER
MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND
THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN
THE ENCLOSED ENVELOPE. Date Please sign name or names as printed
on proxy to
authorize the voting of your shares as indicated. Where
shares are registered with joint owners all joint owners
should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate. Signature(s) (Please sign inside
Box) (over) 002

Please fold and detach card at perforation before mailing. p p
Meeting of Stockholders
Tweedy, Browne American Value Fund Series of Tweedy, Browne Fund Inc.
52 Vanderbilt Avenue, New York, New York 10017 This proxy when
properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made this proxy
will be voted

FOR
proposals 1, 2 and 3. Please vote by filling in the boxes below. FOR
AGAINST
ABSTAIN 1. To consider and act upon the approval of a new
investment advisory agreement to take effect upon the closing of
the acquisition of a portion of the assets of Tweedy, Browne
Company L.P. by Affiliated Managers Group, Inc. 1. FOR

all nominees listed (except as noted in space provided) WITHHOLD
authority to vote for all nominees listed 2. To consider and act
upon the election of 6 members of the Board of Directors of the
Company to serve until the next meeting or until their successors
are elected and qualified. A A A Bruce A. Beal
Christopher H. Browne
William H. Browne Arthur Lazar
Daniel J. Loventhal
Richard Salomon
2. Stockholders may withhold their vote for any nominees
by writing that nominee or nominees
name(s) on space provided below.
FOR AGAINST ABSTAIN
3. To consider and act upon the ratification of the selection
of Ernst & Young LLP as
independent auditors for the Fund for the fiscal year ending
March 31, 1998. 3. 4. To transact such other business as may
properly come before the meeting or any adjournments thereof.
(PLEASE SIGN ON REVERSE SIDE) 002 Please fold and detach card
at perforation before mailing. p p Meeting of Stockholders
Tweedy, Browne American Value Fund Series of Tweedy, Browne Fund Inc.
52 Vanderbilt Avenue, New York, New York 10017 This proxy when
properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made this proxy
will be voted

FOR
proposals 1, 2 and 3. Please vote by filling in the boxes below.
FOR AGAINST ABSTAIN
1. To consider and act upon the approval of a new investment advisory
agreement to take
effect upon the closing of the acquisition of a portion of the assets
of Tweedy, Browne
Company L.P. by Affiliated Managers Group, Inc. 1. FOR