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
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ 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 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>
[Graphic] TWEEDY, BROWNE 52 Vanderbilt Avenue
FUND INC. New York, NY 10017
- -------------------------------------------------------------------------------
Tweedy, Browne Global Value Fund
Tweedy, Browne American Value Fund
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 William H. Browne
GROUP, INC. John D. Spears
Thomas H. Shrager
Robert Q. Wyckoff, 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 the Funds
and 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 has 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 1-800-733-8481, Ext. 488.
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
1-800-733-8481, Ext. 488
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 July 29, 1998 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;
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 The Hotel Intercontinental, 111 East 48th Street, New
York, NY 10017, in the Beekman II Room, 3rd Floor, on July 29, 1998 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 Affiliated Managers Group, Inc. ("AMG"). In addition, certain
officers, directors and employees of Tweedy Browne Company 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
1-800-432-4789 option #2.
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 137,790,271.403 shares of the Global Value
Fund and 45,369,971.075 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.
<PAGE>
PROPOSAL NO. 1
APPROVAL OF NEW INVESTMENT ADVISORY
AGREEMENT FOR EACH FUND
Summary of the Transaction
Affiliated Managers Group, Inc. ("AMG") is the manager 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 control AMG. TA has no power or authority to
participate in the management or 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 (the "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 within 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 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. AMG does not participate in the day-to-day management,
operations or 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 from the American Value Fund as may be
necessary to keep the total expense ratio of the American Value 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
each 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 Agreement 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, that
the Transaction would not impose any unfair burden on the Corporation 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.
<PAGE>
PROPOSAL NO. 2
ELECTION OF THE BOARD OF DIRECTORS
OF THE CORPORATION
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 Directors recommends that you
vote "FOR" the nominees.
Certain information concerning the nominees and the officers of the
Corporation is set forth below. Four of the nominees are currently directors of
the Corporation 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" director
(as defined by Section 2(a)(19) of the 1940 Act) is indicated in the chart below
by an asterisk (*). The directors who are not "interested directors" are
referred to as "independent directors."
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Principal Director Fund Shares
Occupation 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 1,251.513(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 55,292.458(2) (3)
Age: 50 Tweedy, Browne. 97,427.067(1) (3)
Arthur Lazar...................... President of Lazar 1993 21,518.109(1) (3)
Age: 84 Brokerage (insurance
brokerage).
Richard B. Salomon................ Partner in Christy & 1994 4,685.723(1) (3)
Age: 49 Viener (law firm).
Anthony H. Meyer.................. Retired. 1998 17,841.309(1) (3)
Age: 67
</TABLE>
All directors and officers as a group owned an aggregate of 142,723.721
shares of the Global Value Fund and 55,292.458 shares of the American Value
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 Value Fund
(2) American Value Fund
(3) Less than 1%
The Board of Directors of the Corporation 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 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, 1998.
<PAGE>
COMPENSATION TABLE*
<TABLE>
<CAPTION>
<S> <C> <C>
Aggregate Total Compensation
Compensation From Corporation
From the and Complex
Name and Position Corporation Paid to Directors
Christopher H. Browne,
Chairman of the Board and
President................................................... $0 $0
William H. Browne,
Treasurer................................................... $0 $0
John D. Spears,
Vice President.............................................. $0 $0
M. Gervase Rosenberger,
Vice President and Secretary................................ $0 $0
Bruce A. Beal, Director........................................ $12,500 $12,500
Arthur Lazar, Director......................................... $12,500 $12,500
Richard B. Salomon, Director................................... $12,500 $12,500
</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.
<PAGE>
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 recommends that you vote "FOR" the ratification of
selection of independent accountants.
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>
<S> <C> <C>
Total Shares
Fund Name Name and Address Owned
Tweedy, Browne Charles Schwab & Co. Inc 32,962,590
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. 11,407,386
Global Value Fund Cust Exclusive Ben of Customer
P.O. Box 3908 Church Street Station
New York, NY 10008-3908
Tweedy, Browne Donaldson Lufkin & Jenrette SE 8,121,142
Global Value Fund Div Pershing Div Funds
Attn. Mutual Funds
5970 Thomtree Drive
San Jose, CA 95120
Tweedy, Browne Charles Schwab & Co. Inc 10,305,864
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. 9,357,579
American Value Fund Cust Exclusive Benefit of
P.O. Box 3908 Church Street Station
New York, NY 10008-3908
Tweedy, Browne Donaldson Lufkin & Jenrette SE 2,177,682
American Value Fund Div Pershing Div Funds
P.O. Box 2052
Jersey City, NJ 07303
</TABLE>
BROKERAGE FEES AND PORTFOLIO TRANSACTIONS
Tweedy, Browne conducts all of the trading operations, except clearing, for
both the Global Value Fund and the American Value 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. 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 Value 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 Value 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
President
May 29, 1998
<PAGE>
Appendix A
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated , 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.
(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 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.
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 Board of
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 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 Directors 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 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 Board of 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.
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:
<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 DOWNS
DINNEEN, AND EACH OF THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT 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 SPECIAL 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.
FOR |_| WITHHELD |_|
Bruce A. Beal Christopher H. Browne Arthur Lazar
Richard B. Salomon Anthony H. Meyer
Stockholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the 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 DOWNS
DINNEEN, AND EACH OF THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT 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 SPECIAL 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 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.
FOR |_| WITHHELD |_|
Bruce A. Beal Christopher H. Browne Arthur Lazar
Richard B. Salomon Anthony H. Meyer
Stockholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the 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.
