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:
[ X ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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 Articles)
..................................................Laurie E. Buckley............
(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:
<PAGE>
May 29, 1998
Dear Shareholder
As you may know, Tweedy, Browne Company LLC the investment adviser (the
"Investment Adviser") to the Tweedy, Browne Global Value Fund and Tweedy, Browne
American Value Fund (the "Funds") (the Investment Adviser and the Funds are
sometimes collectively referred to herein as (the "Firm")) has as its
institutional partner and manager member, Affiliated Managers Group, Inc.
("AMG"), a New York Stock Exchange listed company. Following its initial public
offering AMG's largest shareholder remained a group of private equity funds
managed by TA Associates, Inc. ("TA"). AMG and its institutional stockholders
are now engaged in one or more transactions the result of which will be to
reduce the voting stock of AMG beneficially owned by TA so that TA could no
longer be deemed to control AMG. Although neither TA nor AMG have the authority
to participate in the management of either the Investment Adviser or the Funds,
the proposed transactions may be deemed to result in an indirect transfer of
interests in the Investment Adviser under the Investment Company Act of 1940, as
amended, and therefore be deemed to be a technical "assignment" of the advisory
contracts between the Funds and the Investment Adviser. Accordingly, the
shareholders of each of Tweedy, Browne Global Value Fund and Tweedy, Browne
American Value Fund are being asked to approve a new advisory agreement between
the Funds and the Investment Adviser, to take effect following this transfer.
Set forth below is a chart which we hope will clarify the relationships
described above.
TA ASSOCIATES, INC.
and other Institutional Shareholders
Christopher H. Browne
AFFILIATED MANAGERS GROUP, INC. William H. Browne
John D. Spears
Thomas H. Shrager
Robert Q Wyckosf, Jr.
Managing Directors
of Tweedy, Browne Company LLC
TWEEDY, BROWNE COMPANY LLC
Investment Adviser
TWEEDY, BROWNE FUND INC.
Tweedy, Browne Global Value Fund
Tweedy, Browne American Value Fund
Although technically there may be a change in control of the Investment
Adviser, as a practical matter, nothing is changing. Our Managing Directors have
control over day-to-day operations of the Firm and the management of client
accounts. We are now six months into our arrangement with AMG, and we can say
that they have done exactly as they said they would: they have left us alone.
Each of us has signed ten year employment and non-compete agreements
with the Firm and have retained an equity interest in the Firm. We continue to
have autonomy to manage the assets entrusted to us by our shareholders and
clients. We place a very high value on our independence and our ability to make
investment decisions free of any considerations other than what is in the best
interest of the assets we manage. This is not a totally selfless point of view
since we have the greater part of our own net worth invested alongside our
shareholders and clients. In addition to the Firm's day-to-day operations
remaining unchanged, we have the same bare walls in our offices and the same
tacky polyester plants. We come into the office as we did before, and do our
work just as we always have. Hopefully, we and our clients will benefit by our
efforts.
In considering the proposal, please note:
o The amount of shares you own and the advisory fees charged to your Fund
will not change.
o The investment objectives and policies of each Fund will remain the
same and key employees of the Investment Adviser will continue to
manage your Fund as they have in the past.
After careful consideration, the Board of Directors of Tweedy, Browne
Fund Inc. 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 very 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-_________, Ext. ___.
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 July 29, 1998
1-800-________, Ext. ___
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 [__________________, New York, NY], on July 29, 1998
at 11:00 a.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;
2. To consider and act upon the election of five members of the Board
of Directors of the Corporation 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, 1999; 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 May 15, 1998 as the 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
May 29, 1998
- ------------------------------------------------------------------------------
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 FUND INC.
52 Vanderbilt Avenue
New York, NY 10017
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TWEEDY, BROWNE GLOBAL VALUE FUND
TWEEDY, BROWNE AMERICAN VALUE FUND
TO BE HELD ON JULY 29, 1998
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 Special Meeting of Shareholders of
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") to be held at [_____________, New York, NY,] on July 29, 1998 at 11:00
a.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 Affiliated Managers Group, Inc. ("AMG"). In addition, certain
officers, directors and employees of Tweedy Browne Corporation LLC, the
investment adviser to the Funds (the "Adviser" or "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 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., Post Office Box 5160, Westboro, Massachusetts 01581 or calling
1-800-_________, Ext. ___.
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 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 yet 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 Corporation at the 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 than a majority, 67% of the shares
of that Fund present for such purpose is necessary to approve that Fund's new
investment advisory agreement. The five 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 May 15, 1998 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 Corporation had outstanding [______________] shares of the
Global Value Fund and [_________] shares of the American Value Fund, each with a
par value of $.0001 per share, which comprise the only authorized series 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 Corporation's Shareholders on or about May
29, 1998.
PROPOSAL NO. 1
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT FOR EACH FUND
Summary of the Transaction
Affiliated Managers Group, Inc. ("AMG") is the managing member of the
Adviser. AMG is a publicly traded company which acquires interests in investment
management firms. AMG is a Delaware corporation which has its offices at Two
International Place, Boston, MA 02110. AMG does not participate in the
day-to-day management or the investment process of the firms in which it holds
interests. Under the organizational documents of the Adviser, AMG has no
authority to manage the day-to-day operations or participate in the investment
process at Tweedy, Browne Company LLC.
AMG's largest stockholder is a group of private equity funds managed by
TA Associates, Inc. ("TA"). Due to the ownership of AMG stock by the equity
funds TA manages, TA may be deemed to be the parent of AMG. TA has no power or
authority to participate in the management of operations at Tweedy, Browne.
In the next several [months], it is anticipated that one or more of the
following transactions will occur, the result of which will be to reduce the
voting stock of AMG beneficially owned by TA so that TA will no longer be deemed
to control AMG (the "Transaction"): TA may seek to cause the funds it manages to
distribute AMG voting stock to their respective investors or to sell AMG stock
in public or private transactions; other institutional investors holding
non-voting stock of AMG may convert (upon a public or private sale or otherwise)
their stock in a manner that dilutes the percentage of AMG voting stock held by
the funds managed by TA; or AMG may issue additional shares of voting stock in
public market or private transactions.
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. It is possible that certain dispositions by TA could be treated as
"assignments." In order for Tweedy, Browne to be certain of being able to
continue to provide investment advisory services to each Fund after the
Transaction, the Board has determined that the shareholders of each Fund should
approve a new investment advisory agreement ("New Advisory Agreements").
The Transaction will be effected in accordance with either the
provisions of Rule 15a-4 under the 1940 Act or an appropriate exemptive order,
in which case the Transaction and the New Advisory Agreements may take effect
prior to shareholder approval of the New Advisory Agreements and shareholder
approval must be obtained with 120 days following the Transaction (subject to
the conditions of any applicable exemptive order). Alternatively, if shareholder
approval is obtained prior to the Transaction, the New Advisory Agreements will
take effect upon effectiveness of the Transaction as determined by the Board.
The New Advisory Agreements 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. See "Evaluation by the Board" below.
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. Tweedy, Browne
is owned by its Managing Directors, Christopher H. Browne, William H. Browne,
John D. Spears, Thomas H. Shrager and Robert Q. Wyckoff, Jr., and a subsidiary
of AMG, which owns a majority interest in the Investment Adviser. The Management
Committee, which consists of Messrs. Christopher and William Browne and John
Spears, manages the day-to-day operations of Tweedy, Browne and the Funds and
makes all investment management decisions. Neither AMG nor its subsidiary
manages the day-to-day operations of, or participates in the investment process
at, Tweedy, Browne.
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 approved by shareholders of the Funds on September 29, 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, 1998.
Tweedy, Browne's net fees earned were: $23,717,001 for the Global Value Fund and
$7,652,123 (net of fee waivers of $105,729) for the American Value 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.
Tweedy, Browne intends to devote such time and effort to the business
of a Fund as is reasonably necessary to perform its duties to each Fund pursuant
to both the current advisory agreements and New Advisory Agreements, although
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 advisory 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.
Both the current advisory agreements 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.
Evaluation by the Board
On May 12, 1998, the independent directors of the Board (other than Mr.
Lazar, who was unable to attend) met and discussed the potential transactions by
TA and the possible effect on the Corporation and each Fund and evaluated the
New Advisory Agreements. 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 (including information
describing 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.
In its deliberations, the Board considered the results of the Transaction and
the 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 was advised by 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 of the Funds in the future would not be any greater than those
under the current advisory agreements. The Board noted that the Transaction
would have no effect on the advisory fees, investment objectives and policies or
operations of the Funds or the management, operations or personnel of the
adviser.
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 COMPANY
At the Meeting, five directors will be elected to serve until the next
Meeting of Shareholders and until their successors are elected and qualified.
The five nominees for directors 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 unless instructions to the
contrary are marked on the proxy. The Board of Trustees recommends that you vote
"FOR" the nominees.
Certain information concerning the nominees and the officers of the
Company is set forth below. Four of the nominees are currently directors of the
Company and were elected by the shareholders at a Special Meeting of the
Shareholders held on September 29, 1997. Mr. Anthony H. Meyer was appointed by
the Board of Directors at its meeting on May 12, 1998. 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>
<S> <C> <C> <C> <C> <C>
Fund
Principal Director Shares
Occupations or of the Owned % of
Employment in Corporation as of Shares
Name and Age Past 5 Years Since 04/30/98 Outstanding
------------ ------------ ----- -------- -----------
Bruce A. Beal Partner and Officer, 1993 [ (1)] [(3)]
-------------------------
Age: 60 The Beal Companies and
Beal & Company, Inc., various real
estate development and investment
companies. Real estate consultant.
Christopher H. Browne* Managing Director of 1993 [ (2)]
----------------
Age: 50 Tweedy, Browne. [ (1)] [(3)]
Arthur Lazar President of Lazar 1993 [ (1)] [(3)]
--------------------------
Age: 84 Brokerage (insurance
brokerage).
Richard B. Salomon Partner in Christy & 1994 [ (1)] [(3)]
--
Age: 49 Viener (law firm).
Anthony H. Meyer Retired 1998 [ ] [(3)]
----
Age: 67
</TABLE>
All directors and officers as a group owned an aggregate of __________
shares of the Global Fund and __________ shares of the American Fund as of April
30, 1998.
* Mr. Christopher Browne is considered by the Corporation to be a director
who is an interested person" of Tweedy, Browne or of the Corporation (within the
meaning of the 1940 Act).
(1) Global Fund
(2) American Fund
(3) Less than 1%
The Board of Directors of the Company held five meetings during the
fiscal year ended March 31, 1998. In that period, all incumbent directors
attended all 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. Effective October 1, 1997, directors fees were set at
$8,000 per Fund per year plus $500 per Fund for each Board of Directors meeting
attended plus out-of-pocket expenses.
The following table sets forth certain information regarding
compensation of the Company's Board of Directors and officers. Except as
disclosed below, no executive officer or person affiliated with the Company
received compensation from the Company for the fiscal year ended March 31, 1998.
COMPENSATION TABLE*
<TABLE>
<CAPTION>
<S> <C> <C>
TOTAL
AGGREGATE COMPENSATION FROM
NAME COMPENSATION CORPORATION AND COMPLEX PAID TO
AND FROM THE DIRECTORS
POSITION CORPORATION
Christopher H. Browne, Chairman of the $ 0 $ 0
Board and President
William H. Browne, Treasurer $0 $0
John D. Spears, Vice President $ 0 $ 0
M. Gervase Rosenberger, Secretary $ 0 $ 0
Bruce A. Beal, Director $______ $______
Arthur Lazar, Director $______ $______
Richard Salomon, Director $______ $______
</TABLE>
* Estimated compensation for the Corporation's fiscal year ending March 31, 1999
will be $20,000 per Director.
The Board of Directors recommends that you vote "FOR" each of the nominees.
PROPOSAL NO. 3.
RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
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, as the independent accountants to audit the accounts of the
Corporation and each Fund for and during the fiscal year ending March 31, 1999.
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 accountants.
<PAGE>
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.
[To Be Completed]
Total Shares
Fund Name Name and Address Owned
Tweedy, Browne [Charles Schwab & Co. Inc
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.
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
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.
American Value Fund Cust Exclusive Benefit of
P.O. Box 3908 Church Street Station
New York, NY 10008-3908]
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 places 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.
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, 1998 and March 31, 1997, the Global Fund paid
brokerage commissions of $2,670,257 and $2,167,248, respectively, none of which
were paid to affiliates. For the fiscal years ended March 31, 1998 and March 31,
1997, the American Fund paid brokerage commissions of $636,393 and $223,652,
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
May ___, 1998 President
<PAGE>
TWEEDY, BROWNE GLOBAL VALUE FUND SERIES OF PROXY SOLICITED BY THE BOARD OF
DIRECTORS TWEEDY, BROWNE FUND INC.
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 GLOBAL VALUE FUND (THE "FUND") OF TWEEDY, BROWNE FUND INC. (THE
"COMPANY") HELD OF RECORD BY THE UNDERSIGNED ON MAY 15, 1998, AT THE 1998
MEETING OF STOCKHOLDERS OF THE COMPANY TO BE HELD ON JULY 29, 1998 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) (Capacity, if applicable)
<PAGE>
Meeting of Stockholders
Tweedy, Browne Global 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
1. To consider and act upon the approval of a new investment advisory
agreement between Tweedy, Browne Global Value Fund and Tweedy, Browne Company
LLC.
FOR |_| AGAINST |_| ABSTAIN |_|
2. To consider and act upon the election of 5 members of the Board of
Directors of the Company to serve until the next meeting or until
their successors are elected and qualified
Bruce A. Beal Christopher H., Browne Arthur Lazar
Richard B. Salomon Anthony H. Meyer
FOR |_| WITHHELD |_|
Stockholders may withheld their vote for any nominees by writing that nominee or
nominees name(s) on space provided below.
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, 1999.
FOR |_| AGAINST |_| ABSTAIN |_|
4. To transact such other business as may properly come before the meeting or
any adjournments thereof.
<PAGE>
TWEEDY, BROWNE AMERICAN VALUE FUND SERIES OF PROXY SOLICITED BY THE BOARD OF
DIRECTORS TWEEDY, BROWNE FUND INC.
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 MAY 15, 1998, AT THE 1998
MEETING OF STOCKHOLDERS OF THE COMPANY TO BE HELD ON JULY 29, 1998 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.
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) (Capacity, if applicable).
<PAGE>
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
1. To consider and act upon the approval of a new investment advisory
agreement between Tweedy, Browne American Value Fund and Tweedy, Browne Company
LLC.
FOR |_| AGAINST |_| ABSTAIN |_|
2. To consider and act upon the election of 5 members of the Board of
Directors of the Company to serve until the next meeting or until
their successors are elected and qualified
Bruce A. Beal Christopher H., Browne Arthur Lazar
Richard B. Salomon Anthony H. Meyer
FOR |_| WITHHELD |_|
Stockholders may withheld their vote for any nominees by writing that nominee or
nominees name(s) on space provided below.
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, 1999.
FOR |_| AGAINST |_| ABSTAIN |_|
4. To transact such other business as may properly come before the meeting or
any adjournments thereof.
