TWEEDY BROWNE FUND INC, N-30D, 2000-05-24

TWEEDY BROWNE FUND INC
N-30D, 2000-05-24

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TWEEDY, BROWNE
GLOBAL VALUE FUND

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ANNUAL
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MARCH 31, 2000
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TWEEDY, BROWNE
AMERICAN VALUE FUND
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TWEEDY, BROWNE FUND INC.

Investment Adviser's Report ............................................ 1
Tweedy, Browne Global Value Fund:
Portfolio Highlights ................................................ 18
Perspective On Assessing Investment Results ......................... 19
Portfolio of Investments ............................................ 21
Schedule of Forward Exchange Contracts .............................. 30
Statement of Assets and Liabilities ................................. 35
Statement of Operations ............................................. 36
Statements of Changes in Net Assets ................................. 37
Financial Highlights ................................................ 38
Notes to Financial Statements ....................................... 39
Investment in the Fund by the Investment Adviser
and Related Parties ........................................... 43
Report of Ernst & Young LLP, Independent Auditors ................... 46
Tax Information (unaudited) ......................................... 47

Tweedy, Browne American Value Fund:
Portfolio Highlights ................................................ 48
Perspective On Assessing Investment Results ......................... 49
Portfolio of Investments ............................................ 51
Schedule of Forward Exchange Contracts .............................. 57
Statement of Assets and Liabilities ................................. 59
Statement of Operations ............................................. 60
Statements of Changes in Net Assets ................................. 61
Financial Highlights ................................................ 62
Notes to Financial Statements ....................................... 63
Investment in the Fund by the Investment Adviser
and Related Parties ........................................... 67
Report of Ernst & Young LLP, Independent Auditors ................... 70
Tax Information (unaudited) ......................................... 71

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This report is for the information of the shareholders of Tweedy, Browne
Fund Inc. Its use in connection with any offering of the Company's shares is
authorized only in a case of a concurrent or prior delivery of the Company's
current prospectus. Investors should refer to the accompanying prospectus for
description of risk factors associated with investments in securities held by
both Funds. Additionally, investing in foreign securities involves economic and
political considerations not typically found in U.S. markets, including currency
fluctuations, political uncertainty and differences in financial standards.
Tweedy, Browne Company LLC is a member of the NASD and is the Distributor of the
Company.
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TWEEDY, BROWNE FUND INC.
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INVESTMENT ADVISER'S REPORT
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[Photo omitted]
Chris Browne, John Spears and Will Browne (seated L to R)
Bob Wyckoff and Tom Shrager (back row L to R)

To Our Shareholders:

We are pleased to present the annual report for Tweedy, Browne Global
Value Fund and Tweedy, Browne American Value Fund for the year ended March 31,
2000. Investment results* for various periods ending March 31, 2000 are
presented in the table below.

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MORNINGSTAR MORNINGSTAR
WORLD FOREIGN
TWEEDY, BROWNE MSCI EAFE(1) STOCK FUNDS STOCK FUNDS
GLOBAL VALUE US $ HEDGED AVERAGE (2) AVERAGE (3)
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1 Year 21.68% 25.09% 30.84% 42.89% 44.59%
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3 Years 18.61 16.31 20.83 21.79 18.45
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5 Years 19.63 12.39 20.36 19.43 15.54
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Since Inception (7) 16.73 11.34 14.56 16.28 14.18
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MORNINGSTAR
RUSSELL MID-CAP
TWEEDY, BROWNE S&P MID-CAP VALUE FUNDS
AMERICAN VALUE 500(4) VALUE(5) AVERAGE(6)
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1 Year 1.24% 17.93% 4.14% 11.14%
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3 Years 13.53 27.40 11.89 11.27
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5 Years 18.34 26.75 16.01 14.65
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Since Inception (7) 15.63 22.83 14.34 13.23
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See page 17 for footnotes 1 through 7, which describe the indices and inception
dates of the Funds.
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* Past performance is not a guarantee of future results, and total return and
principal value of investments will fluctuate with market changes. Shares, when
redeemed, may be worth more or less than their original cost.

To say it has been a difficult period for value stocks in the United
States is an understatement. While value fared better internationally,
domestically the performance difference between value and growth was one of the
greatest in many years. It is old news to anyone who has invested in the stock
market or in mutual funds that technology was the place to be over the last
twelve months. While we do not have the same statistics for the twelve months
ended March 31, 2000, in the calendar year 1999 a mere 6% of the stocks in the
Standard & Poor's 500 Index accounted for all of its 21.1% gain according to a
study by Morgan Stanley Dean Witter. A different article by Terrence Odean and
Brad Barber, which appeared in the May 2000 issue of BLOOMBERG PERSONAL FINANCE,
states that eight stocks, or less than 2% of the 500 stocks in the S&P 500,
accounted for half of the 21.1% gain in 1999. By comparison, of the 1,779 stocks
listed on The New York Stock Exchange, more than 60% experienced declines in
1999, and the median performance for all NYSE-listed stocks was a decline of
11%.

So, fine. Most stocks declined last year, but some had spectacular gains.
If some money managers owned those winning stocks, why didn't we? Or as one of
our shareholders wrote, "I mean, my God, how long are you gonna stand around
passively waiting for a rotation back to orthodox value stocks?...I'm not asking
you to abandon your principles, just a slight adjustment to recognize that new
industries are arising around you while you do the investment equivalent of
waiting for Elvis to return". Well, actually, the writer of this letter was
asking us to abandon our principles. He made five suggestions of value stocks in
the technology category. We looked them up. The price/earnings ratios were all
north of 90 times or more than 3X the P/E ratio of the S&P 500.

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In our opinion, there is more speculation going on now than at any other
time in our careers. And this speculation is not confined to individual day
traders transmitting orders through Internet brokers. The average annual
portfolio turnover rate of mutual funds now exceeds 100%. As John C. Bogle,
founder and senior chairman of the Vanguard Group, said in THE WALL STREET
JOURNAL editorial WALL STREET CASINO, "Once characterized as long-term
investors, most mutual fund managers can now be fairly described as short-term
speculators". Little else in our opinion can explain most prices of the "new
economy" stocks. In the case of last year's best performing stocks, all too
often there has been a disconnect between price and value received. New models
have been created to explain or justify the valuations of far too many
companies. More than likely, momentum has been the driving force of these
stocks' ascendency to a far greater extent than an improvement in their
financial prospects. People mindlessly buy what is going up and sell what is
going down until the price/value model becomes grossly out of whack at both ends
of the spectrum. We cannot imagine that the concept of "risk" is given much, if
any, consideration by these investors.

Some of the managing directors of Tweedy, Browne sit on the investment
boards of several not-for-profit organizations for which Tweedy, Browne is NOT
an investment advisor. One such organization traditionally has had a value bias
in the selection of its money managers although it does employ several value
managers who buy growth stocks or what could be described as "better
businesses". (We also buy stocks that fit this description.) However, this is
not where the gains were made last year. At a recent meeting of this
organization's investment board, it was suggested that perhaps the committee
should consider hiring a growth manager. When one of us reminded the committee
that they already did employ several growth stock managers, the response was
that all the organization's managers adhered to approaches where there was a
connection between price and underlying value, whether it be traditional low P/E
stocks or better businesses, so-called "growth at a reasonable price". It was
suggested that what the organization needed was a money manager who was willing
to buy stocks where there was no connection between price and value acquired,
the so-called "new paradigm" stocks. While this may have been a profitable way
to buy stocks (we hesitate to use the word "invest") last year, the risk of
buying stocks in companies that have little or no revenues, unproven business
plans and no prospects for profits in the next three-to-five years AFTER they
have risen between three and tenfold or more from their initial offering prices
does not strike us as prudent.

We do not think we have spent the last year and a half with our heads
stuck in the sand waiting "for the return of Elvis." However, we have resisted

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the temptation to invest your money and ours in enterprises we consider highly
speculative because we have seen the disastrous results that ultimately ensue.
Last year, the action was in Internet retailers, companies who sell merchandise
online, and in companies that make the hardware and software these Internet
retailers need in order to be in business, the so-called Internet
infrastructure. Internet retailing is a fast growing business. According to the
Wharton Forum on Electronic Commerce, a collaboration between the Wharton School
of the University of Pennsylvania and business, Internet retail sales in 1999
were just under $30 billion and are projected to grow to $133 billion by 2004.
While that is a lot of sales, it is still less than Walmart alone, which had
sales of $165 billion in 1999. Even though total online retail spending is
increasing, the Wharton Forum, which has the richest database on Internet
consumer spending behavior, found that per capita spending actually declined in
1999. Moreover, about 15% of online shoppers who bought something in 1997 did
not buy anything online in 1998. These two facts are contrary to the assumptions
of many economic forecasts of online spending, which assume linear increases in
per-capita spending.

However, the biggest problem confronting online retailers is their
inability to make any money. Out of 52 companies analyzed by the Welling@Weeden
newsletter last December, only three were profitable. As of December 2, 1999,
when the article was written, eToys stock was selling for $53.80, giving the
entire company a market capitalization of $6.4 billion. The company's operating
loss as a percent of revenue was 1,308%, or put another way, they lost thirteen
times as much money as they took in. As of mid-April, the stock is languishing
around $6 per share for a decline of nearly 89%.

In a recent issue of BUSINESS WEEK magazine, an article examined online
pet supply companies. In an effort to draw in customers, several if not all of
the competitors in this category sell Purina Puppy Chow below cost. Pet food is
a low profit margin item, but pet stores make it up on the dog bones, collars
and other paraphernalia customers must walk past as they go to the back of the
store where the dog food is kept. The typical model for a pet store is to put
the food in back so the customers must pass by all the other items they might
buy. The online retailer is having a problem figuring out how to have the
customer pass by all the other items on the way to the dog food and on their way
to profitability.

The losses that online retailers are incurring are justified by the stock
market on the theory that these companies must establish a brand name, and that,
once established, they can cut back on their marketing expenses and let the
profits roll in. However, if you are selling the product for less than it costs
you, reducing marketing expense to zero will still not result in

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a profit. As of December 2, 1999, the 52 companies in the Welling @ Weeden
newsletter had a combined market capitalization of $360 billion and a combined
operating LOSS of $123 million. Walmart has sales equal to 5.5 times the Wharton
Forum's estimate of total online sales and operating income of $8.3 billion in
its latest fiscal year. However, its market capitalization at $240 billion is
only two-thirds that of the unprofitable group of 52 online retailers.

Most Internet companies are cash flow negative, a condition even the least
sophisticated among us knows cannot go on forever. An article in the March 20,
2000 issue of BARRON'S, BURNING UP, WARNING: INTERNET COMPANIES ARE RUNNING OUT
OF CASH-FAST, reported on a study of more than 200 Internet companies, which
estimated at current sales and operating loss rates how long it would be before
they run out of money. A surprising 51 companies are projected to run out of
money in twelve months. When the enthusiasm for Internet stocks was at its peak,
this was not a problem. The companies would simply sell more stock to the public
and keep on funding losses. However, the door to selling more shares to the
public seems to be closing for a number of Internet companies, which means they
will either have to merge with more solvent competitors or go out of business.
For those companies who can still go to the public well for financing, an
increasing number of shares sold to the public does not bring cash to the
companies. It does, however, put cash in the pockets of the insiders, founders
and venture capital investors in what BARRON'S describes as a somewhat cynical
equivalent of throwing women and children out of the lifeboats to make room for
the crew.

In the May 1, 2000 issue of NEW YORK MAGAZINE, two articles describe the
fall of dot-com stocks, which began in earnest this year. In DOT-COM BOMB,
Michael Wolff attributes the plunge in e-tailing stocks to the same Barron's
article mentioned above, which was the new paradigm equivalent of saying "The
emperor is wearing no clothes". In another article, BUBBLE TROUBLE by James
Cramer, the author debunks the Wall Street myth that what we have seen is a
"correction" in the price of dot-com stocks. He makes the case that what has
occurred is not a correction, but a crash in many dot-com issues. He writes,

LOOK AT THESE DECLINES FROM PEAK TO TROUGH: VENTRO, FROM $243 TO $21, DOWN
91 PERCENT; E.PIPHANY, FROM $325 TO $43, DOWN 87 PERCENT; WEBMETHODS, FROM
$336 TO $45, DOWN 87 PERCENT; LIBERATE, FROM $149 TO $21, DOWN 86 PERCENT;
KANA, FROM $176 TO $26, AND DIGITAL ISLAND, FROM $157 TO $24, BOTH DOWN 85
PERCENT. AND YOU CALL THAT A CORRECTION? DO WE HAVE TO WAIT FOR STOCKS TO
GO BELOW ZERO TO MERIT THE CRASH RUBRIC? WHAT ELSE DOES A CRASH LOOK LIKE?

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Many of these stocks now trade below their initial public offering price
(IPO) and have experienced rocket-like rises and meteoric declines. Others are
still above their IPO levels, but one has to wonder who made money in these
stocks. If you were not fortunate to be allocated some stock at the IPO price,
and only a few favorite clients were, you had to buy in after the stock opened.
Many times the stock opened at a multiple of its IPO price. James Cramer saw
this first hand. A co-founder of The Street.Com, he saw the company brought
public at $19.50 per share in May of 1999. The shares immediately began trading
above $60, reached an intra-day high of $71 and now trade between $6 and $7.
Cramer goes on to warn that these stocks may not be bargains even after declines
of 80% and 90% because they are running out of cash and may not have access to
more. As Cramer writes, "...the crash you heard last week was all the doors
slamming shut on any more financing."(The full text of these articles is
available on NEW YORK MAGAZINE'S website, www.NYMAG.com.)

We have no doubt that online retailing is here to stay. However, we also
think online retailing will become just another avenue of distribution but may
not be the dominant one. Online retailing is not unlike catalogue shopping or
ordering over an 800 number, neither of which to date has replaced the shopping
mall. Human beings are for the most part social animals. They enjoy going
shopping, touching and feeling the merchandise and seeing the other people in
the mall. In many parts of the country, the principal entertainment sites are
the movie theater and the shopping mall, and we do not think the Internet will
drive them out of business. Moreover, returning merchandise purchased online may
be more of a hassle than taking it back to a traditional bricks and mortar
store. Indeed, the big winners in online retailing may well turn out to be the
existing bricks and mortar retailers and the established catalogue retailers,
such as Land's End and L.L. Bean. The stock market has greater enthusiasm for
online retailers than we do. Even the currently reduced valuations do not allow
for much error in the growth projections of these companies.

The second hot area for investment last year, and so far this year, is in
the companies that are creating the technology to speed access to the Internet.
Making sense out of many of these is also beyond our abilities. For example, we
recently came upon a research report dated February 28, 2000, from a well-known,
highly regarded brokerage firm, recommending Avanex Corporation with a rating of
"outperform". The company makes fiber optic-based products called photonic
processors, which increase the performance of optical networks. The company
currently trades at more than 100 times 2001 estimated sales, not earnings, but
the broker thinks it will rise to 135 times 2001 sales. Earnings per share, of
which there are none currently, are

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estimated to be $0.06 in 2001. The stock price on the day of the report was $208
per share, giving it a forward estimated price/earnings ratio of 3,466 and a
total market capitalization of more than $10 billion. The analyst's price target
for Avanex was $250 per share. While the author of this report was enthusiastic
about the products Avanex is developing (that is DEVELOPING--NOT SELLING), he
does see fit to raise a few caveats:

OUR CONCERNS FOCUS ON THE COMPANY'S YOUTH. AVANEX HAS GENERATED LITTLE
REVENUE TO DATE. IT HAS YET TO ANNOUNCE MAJOR COMMERCIAL CONTRACTS FOR ITS
NEW PRODUCTS (THOUGH WE EXPECT THESE IN THE NEAR FUTURE). AVANEX FACES
LARGER AND MORE ESTABLISHED COMPETITORS AS WELL AS START-UPS FOCUSED ON
NICHES IN OPTICAL NETWORKING TECHNOLOGY. MOST IMPORTANT, AS AVANEX'S
NEXT-GENERATION MARKETS MATURE AND GROW, RIVALS MAY DEVELOP COMPETING
TECHNOLOGY.

Under the heading INVESTMENT CONCERNS, the author lists [BULLET] LIMITED REVENUE
HISTORY [BULLET] FUTURE COMPETITION [BULLET] KEY COMPETITORS HAVE DEEPER
CUSTOMER RELATIONSHIPS and [BULLET] NEW START-UPS ARE TARGETING SIMILAR NICHES.
For this we should be willing to pay 3,466 times next year's earnings? While the
stock did rise subsequent to the analyst's report to over $240 per share,
shortly thereafter it plummeted to less than $60 per share for a decline of 75%
by mid-April. This is a level of excitement we would just as soon avoid.

Another example of "new paradigm" investing is Terra Networks, an Internet
access provider in Spain and Latin America. After going public in October 1999
at EURO 13, the stock was trading at EURO 104 at the time of a report we read,
which was written in early February 2000. Again, a highly respected investment
house had rated the stock as "Market Outperformer". The total market
capitalization of this company was EURO 26.5 billion. (One EURO is approximately
equivalent to $0.96.) The investment house which wrote this report says the
shares of Terra Networks are fully valued for the potential of their business as
"currently configured", whatever that means. The company's largest market is
Brazil, where it is facing strong competition from banks who are offering FREE
Internet access. The report admits that it is "more than averagely (this is
their word, not Webster's) difficult to forecast Terra's financial development".
It goes on to say that no financial analysis like discounted cash flow can
"incorporate or capture the expectation that smart management operating in
internet businesses are likely to reinvent their models on a regular basis in
response to changing industry circumstances". In fact, many Internet businesses
do have to keep "morphing" to stay in business. To hedge their bets, the writers
of this report cite a few risks: [BULLET] VERY LIMITED OPERATING HISTORY
[BULLET] UNPROVEN BUSINESS MODEL AND UNPROVEN ABILITY TO MAKE PROFITS [BULLET]
POTENTIAL CONFLICTS OF INTEREST WITH (PARENT COMPANY) TELEFONICA [BULLET]
SIGNIFICANT EXPOSURE TO AREAS WITH HISTORICALLY WEAK CURRENCIES AND
SOCIAL/POLITICAL VOLATILITY [BULLET] DEPENDENCE ON KEY PEOPLE (who

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are being offered jobs with rivals on an almost daily basis) [BULLET] INCREASING
COMPETITION (that is described as "fierce") [BULLET] UNPROVEN ABILITY TO DEVELOP
CUSTOMER-FACING TECHNOLOGY [BULLET] DEPENDENCE ON OTHERS' INFRASTRUCTURE "...
WHICH IS OF VARIABLE QUALITY" and [BULLET] VOLATILITY AND EXPOSURE TO THE U.S.
INTERNET SECTOR. Does this sound like an investment? We don't think so, but this
is where stock market returns were made last year.

There are now more than 100 public companies competing in the Internet
networking field. Common sense tells you they cannot all succeed. Nevertheless,
many support market capitalizations in the multiple billions, price-to-sales
ratios in the hundreds and only the promise of earnings somewhere down the road.
The competition to speed the flow of data over the Internet is fierce. When the
winner or winners are known, the losses from owning the losers will be enormous.
Everyone knows this, but for now, saying so puts you in the category of a "has
been" who cannot adapt to new technologies.

Suppose we exercise some prudence and avoid the Avanexes and Terra
Networks of the investing world. Surely we can find some value in the more
established companies of the "new economy"? In a March 14, 2000 issue of THE
WALL STREET JOURNAL, Jeremy Siegel, a professor of finance at the Wharton School
of the University of Pennsylvania and author of STOCKS FOR THE LONG RUN, wrote
an article, BIG-CAP TECH STOCKS ARE A SUCKER BET. In this piece, he analyzed
nine tech stocks with price/earnings ratios greater than 100. (They actually
ranged from 105X to 668X.) The market capitalizations of these companies ranged
from $90 billion for Yahoo to $452 billion for Cisco Systems. He then took the
analysts' earnings growth projections for each company for the next five years
and compounded them. He assumed that investors who are willing to pay such high
prices for these stocks are anticipating an annually compounded rate of return
of 15% per year which he admits is probably low, and we agree. If the earnings
of these companies do meet analysts' projections, an historically unlikely
result, and if the stock prices compound at 15%, which would be significantly
lower than the rate of earnings compounding, the price/earnings ratio would only
drop to 88.6X. If the same rate of earnings growth can be maintained for 10
years, an even more unlikely result, the price/earnings ratio of these companies
would still be, on average, in the mid-40s. These companies would dominate the
stock market and still have an average P/E twice as great as the Standard &
Poor's 500 Stock Index. As Ben Graham might have said, "There is precious little
margin of safety in this group".

As we have said in the past, we think a course in history may be more
valuable to an investor than a course in finance. As stocks reach big cap
status, it becomes increasingly difficult to maintain double digit earnings

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growth rates. The stone just gets too heavy to keep pushing up the mountain.
Siegel looks back to the nifty-fifty era of the early 70s, when price/earnings
ratios were not nearly as high as they are today, and finds that of the stocks
that traded at more than 50X earnings, all underperformed the market in the next
quarter century. In the late 1960s, investors bid up the price of Polaroid to a
then unheard of 95X earnings. The company had compounded earnings for 14 years
at 40%. Then it faltered, the stock price collapsed and its stock produced a
negative rate of return over the next 30 years. It has yet to recapture its
growth luster. IBM, which sold at 50X earnings, had produced earnings growth of
20%+ since the 1950s and had grown to be the largest company in America. In the
subsequent 25 years, its stock price underperformed the S&P 500 by 50% even
after Louis Gerstner revived it in the 1990s.

In a recent commentary entitled EVEN MONKEYS FALL FROM TREES, Barton M.
Biggs, chief investment strategist for Morgan Stanley Dean Witter, compared
today to the early 1970s. He writes, "Then, as now, a group of stocks perceived
to have exceptional growth prospects representing a new era were in intense
demand, and there was extreme divergence between this elite group and the rest
of the market". Value investing was in disrepute then as it is today. Money left
value managers and moved to growth as it did last year when an estimated $33
billion was withdrawn from large cap value funds and $97 billion was added to
large cap growth funds. Value underperformed growth for years until the peak of
the bull market in 1973, just as it has underperformed the past few years. When
the '73-'74 bear market came, value began to outperform growth and continued to
do so into the 1980s. The combination of a secular bear market brought on by
inflation, a slowdown in the growth rates of the so-called nifty-fifty growth
stocks, and ridiculously high stock valuations resulted in losses that in many
cases took decades to make up. The less glamorous segments of the stock market
experienced much smaller losses on average, which were followed by dramatic
gains in the second half of the decade. More recently, in 1989 and 1990 we went
through a period of relative underperformance which was followed by one of our
better five-year runs. Biggs makes reference to Warren Buffett's talk at
Columbia Business School in 1984, THE SUPER INVESTORS OF GRAHAM AND DODDSVILLE.
Biggs concludes that reaping the outsize returns of value investing requires
persistence even through multi-year stretches of underperformance, and that even
the best value managers underperformed indexes 30%-40% of the time. He further
writes, "Value investors were likely to have a relatively tougher time in good
years than in bad ones...". The implication of this last statement is that value
investing is inherently less volatile, and in the '73-'74 period, growth stocks

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experienced declines far greater than value stocks. The price/earnings ratios of
the growth stocks of today, the dot-coms and the technology stocks, are perhaps
twice what the P/E ratios of the growth stocks of the early '70s were and the
disparity between the P/E ratios of growth and value is perhaps greater than at
any time in the past. Investing in these grossly overvalued stocks requires
tremendous agility, but as Biggs says, quoting an old Japanese proverb, "Even
monkeys fall from trees".

Growth stock managers like to boast about the exciting and innovative
industries and companies in which they invest, and look disdainfully at the
boring businesses value managers buy. However, not all value investing is born
of dying rust belt companies bought at a discount to book value. As Warren
Buffett said, "Value and growth are joined at the hip". It is merely a function
of price. We like growth stocks and we own a number of them. The difference is
that they are real businesses with real products and real earnings. While some
may characterize them as "old economy" stocks, in our estimation they are far
less risky than the technology start-ups and dot-com stocks of the "new
economy". In a recent research report from Sanford Bernstein & Company, a
comparison was made between the pharmaceutical sector and the technology sector
of the stock market. Long term, both sectors have achieved approximately the
same rate of growth. However, the major pharmaceutical companies have a much
greater rate of survivorship than do the companies in the technology sector. Put
another way, there are a lot more companies in the technology graveyard than
there are in the pharmaceutical graveyard. Merck, Johnson & Johnson, Pfizer,
SmithKline, etc. have been around for decades. Remember Wang, Digital Equipment,
Burroughs Computers, Commodore Computers, Control Data, Cray, Atari? The
difficulty with technology is not that the sector does not grow, it is that the
companies that lead the sector are constantly changing as new entrants displace
former leaders. Recognizing when a company's star is beginning to fade may be
just as difficult as picking which company is just at the beginning of its
ascendency. Few investors are willing to dump a stock that has rewarded them
greatly despite the fact that its valuation may have reached dizzying, dangerous
levels.

The past few months have also seen a big run up in the shares of
biotechnology companies not unlike the run up of this same group in the early
1990s. Then, as now, the promise of exciting new products drove stock valuations
to unjustifiable levels in our estimation. When the products and thus the
earnings did not materialize in the early 1990s, these stocks collapsed. Today,
all the buzz in biotechnology has to do with the human genome project which will
be completed in a year or two. This marvel of technology will provide a map of
every human gene, enabling scientists to

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10

<PAGE>

target specific diseases caused by defective genes. Chris Browne sits on the
board of trustees of The Rockefeller University, perhaps the best institution in
the world devoted purely to bio-medical research. While the completion of the
human genome project will be a tremendous benefit to biomedical research, it is
not the disease equivalent of www.Mapquest.com. It will not provide specific
markers for all that ails us, which scientists can then target with silver
bullets providing instant cures. It is far more complicated and risky. Specific
cures are years away, unfortunately, even before the lengthy drug trials that
will be required for FDA approval. As with Internet retailers, small biotech
companies with a narrow research focus are very risky. In our estimation,
picking winners is like playing the lottery.

At this point you may be surmising that if you want to invest in the "new
economy" you should go elsewhere. That is true but only if what you are looking
for is "pure plays" in this field. However, the benefit of this widely divergent
stock market to hardened value types like ourselves is that we have been able to
acquire shares for the American Value Fund of some very good companies at
reasonable prices that also have Internet strategies. These investments are
described below. (While it is exciting to find good businesses at cheap prices,
it is also frustrating to watch the stock market completely ignore them and
chase after pure plays in online commerce, Internet infrastructure and
biotechnology.)

1. BELL AND HOWELL (BHW): The company develops and markets information
services to transportation and vehicle dealers, libraries, financial
institutions, and government agencies among others and is dominant in
most of its product lines. The information segment of the company is
growing because of a conversion to an Internet-based academic search
tool providing content from BHW's extensive information database. The
company has enjoyed strong, consistent growth and sells for about 10X
earnings after adding back non-cash charges for amortization of
intangibles and goodwill.

2. HOLLINGER INTERNATIONAL (HLR): This company owns THE CHICAGO SUN TIMES,
THE TELEGRAPH in London, and numerous papers in Canada including a new,
nationwide paper that has become the largest circulation national
newspaper in Canada. In Chicago, the company has one of the most
frequented websites, handily beating out its chief rival, THE TRIBUNE.
And rather than cannibalizing its readership and advertising revenues,
its web strategy is enhancing its business.

3. CENTRAL NEWSPAPERS (ECP): This company owns the largest circulation
newspapers in Phoenix and Indianapolis and sells for 13X earnings. The
company also has an Internet business, Westech,

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11

<PAGE>

which is a job fair, and is building a business of placing all
employees' and applicants' resumes in a database that companies can
then scan when looking to fill a particular opening. General Electric
is a subscriber and likes the business so much they wanted to buy it.

4. 21ST CENTURY INSURANCE GROUP (TW): This company is the lowest cost
underwriter of direct auto insurance in California and is expanding
into neighboring states. Its current market price is about 12X earnings
while its majority owner, American International Group, sells for 31X
earnings. It is also overcapitalized, which means it has the ability to
buy in its stock. Currently, the company transacts 9% of its business
over the Internet and that portion is growing.

In our estimation, the above companies represent good value without giving
any credit to their growing Internet activities. In other words, we got the
Internet part for free. If the Internet does not turn out to be the bonanza
everyone thinks, we still have invested in viable, growing businesses. Each of
these investments also has in common the fact that insiders, officers and
directors, or the companies themselves have been buying shares, which
empirically is a plus for any investment. The empirical data from 1978-1993 has
shown that "value stocks", defined as the cheapest 20% of all stocks ranked on
ratios of price-to-earnings or price-to-book value, with the additional
characteristic of significant insider buying, have beaten the market on average
by about 10 percentage points as compared to about 2 percentage points for all
value stocks, including those without insider buying. The empirical data is
similar for value stocks with significant share repurchase programs.

We have also invested in a number of non-U.S. companies for the Global
Value Fund at reasonable prices with substantial Internet investments. Shares of
SCHIBSTED ASA, a Norway-based owner of newspapers and television broadcasting
businesses, which also owns one of the more widely frequented web portals in
Norway and Sweden, were acquired at 10.7x estimated earnings. MONDADORI, the
largest magazine publisher in Italy, which also has an online version similar to
Amazon.com, was purchased at 11.6x estimated earnings and 64% of estimated
corporate acquisition value. In Holland and Hong Kong, we own popular classified
advertising sites through our investments in WEGENER NV and SOUTH CHINA MORNING
POST, respectively, which were both acquired at price-to-earnings ratios of
about 10x and less than 66% of our estimates of corporate acquisition value. The
non-Internet activities of these companies are worth more than our cost, based
on our estimates of value. The Internet upside is

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12

<PAGE>

a freebie. We are of the opinion that the quality of the businesses in which we
are invested is more favorable today than a year ago. The advantage of this
characteristic is that we foresee the underlying value of our portfolio
increasing while we wait for the stock market to recognize underlying values.

There is an atmosphere of greed apparent in today's stock market which may
blind some to basic principles of investing and fairness. As we said above, much
of the selling in the second round public offerings of Internet companies is by
the "early in" shareholders, the founders and venture capital funds who provided
the initial financing for these businesses. If these companies have such great
future potential, why are the insiders selling? As most of you know, we have a
bias in favor of buying stocks where the insiders are also buying. We similarly
have an aversion to buying when the opposite is true. This is not based on any
prejudice against someone getting rich; it is just based on the fact that, on
average, buying when the insider is selling has historically produced
below-market returns. Note: the empirical data shows that stocks with a lot of
insider selling lag the market by about 1%-2%. These companies also are subject
to "lock up" periods, when for a time after an initial public offering, the
insiders are not permitted to sell. The time period was traditionally six
months. In an effort to win this initial offering business and its fees, some
underwriters have been letting the insiders sell sooner. Their desire to sell so
soon after a public offering makes one wonder if they, the insiders, are not
quite as confident about the companies' future prospects or their valuations.
The end of the lock up periods is public information. Some traders seeing a
flood of stock sales by insiders at the time the lock up expires have tried
selling these stocks short on the theory that a rush by insiders to sell would
depress the stock price. As the lock up date expiration approaches, some of
these companies have timed favorable announcements like higher than expected
earnings or a potentially valuable new contract as a way to hype the stock and
permit them to sell without depressing the stock price. We suppose the sellers
have a right to say no one is making these people buy these stocks. But it does
leave us a bit queasy.

Given the fact that many Internet companies trade on the basis of sales, a
good thing since so few of them have any earnings, there are more than a few
instances of questionable accounting practices which may make sales appear
higher than they actually are. Some companies sell product to each other, a sort
of barter system, and then report the sales as if they were normal, commercial
transactions. Recently, MicroStrategy Inc., a high flying software company, had
to restate downward its sales for 1998 and 1999. It seems they were booking
certain sales before the product was delivered, giving the impression of greater
sales growth than would have been the case under different accounting standards.
The stock plummeted

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13

<PAGE>

62% in one day from $226.75 to $86.75. The stock had been as high as $333 in the
past few months, which seems hard to justify given previously reported earnings
of $0.15 per share which, after the sales revision, will now be a loss of
($0.43) per share.

In a recent issue of FORTUNE MAGAZINE, senior editor Carol Loomis analyzed
the Time Warner, AmericaOnline merger in an article entitled, "AOL+TWX=???." Ms.
Loomis reported that the combined market capitalization of these two companies
would be $290 billion, but the on-going price/earnings ratio, after subtracting
extraordinary profits, was a mind popping 300X. To provide investors with a 15%
compounded rate of return on their investment over the next 15 years would mean
the company would grow to a market capitalization of $2.4 trillion. How would
they get there? If earnings grew at 22% per year for 15 years to $83 billion and
the company had an ending price/earnings multiple of 29, generous for a company
that presumably was finally maturing, it would happen. However, Ms. Loomis
estimates that the company would account for 10% of the total profits of the
Fortune 500. Her conclusion: not likely. One has to wonder what is driving this
transaction. Are the two CEOs visionaries? Can we lay people not see the
benefits of the synergies between a combination of the new economy and the old
economy? Or did Time Warner just want to get a better price for its
stockholders? Going forward, can this behemoth really reward its shareholders
with anything like a return greater than a treasury bill? One of the results of
a merger is that employee stock options become immediately exercisable rather
than having to sit tight waiting for them to vest over some protracted period of
time. Options are designed to reward employees, align their interests with those
of the stockholders, and tie them to the company. However, a merger lets them
cash in immediately, but usually only after the deal closes. In the case of Time
Warner, it was reported that the employees could exercise, cash in, their
options before the deal closes. Pardon us for a bit of skepticism about the
factors driving this transaction.

There is a gold rush going on right now and we are sorry we are not the
vehicle that lets you participate. Periodically, the death of value investing is
declared whenever some new paradigm is in fashion. This go 'round it is the
Internet and all the aspects it involves. Vast fortunes have been made although
mostly on paper. As in the past, we expect that much of this new money will
disappear when the reality of converting expectations into real earnings is
confronted. There is a speculative bubble going on, which makes the high
price/earnings ratios of the nifty-fifty era look like cheap stocks. This is
gambling, not investing. A recent issue of THE WALL STREET JOURNAL reported on
the unexpected and swift carnage that can occur when one of these stocks
disappoints in an article entitled FAST-FORWARD STOCKS MEET

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14

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REWIND BUTTON. When sentiment changes on stocks that rose like rockets, the
losses can exceed 50% in a matter of days. There is not enough time to get out
of the way. For every stockholder who rode these issues up, someone has to ride
them down. Getting out on the downward projectile is far more difficult than
getting out on the upward projectile. While it may be too early to tell, there
are signs of a change in sentiment with regard to some sectors of the so-called
new paradigm stocks. Internet retailing may not be the great industry model it
was forecast to be a few months back. How the investment community can be so
wildly enthusiastic about a group of stocks that their prices are driven into
the stratosphere one quarter, and then turn their back on them like some
unfaithful mate the next quarter is beyond us.

The beneficiaries of this change in sentiment are so far the "blue chip"
technology companies, like Cisco Systems, which have demonstrated an ability to
grow and be profitable. However, the valuations of companies like Cisco at
something between 150 and 200 times earnings are forcing analysts to invent new
value models. There used to be a time when large cap growth stocks were accorded
a "target" price/earnings ratio equal to their growth rate. P/E ratios much
above that were considered risky. In the fall of 1998 the trailing P/E ratio of
Cisco was a healthy 40 times; now it is 189 times and has a market
capitalization of half a trillion dollars according to a recent article in THE
WALL STREET JOURNAL. Securities analysts who recommend Cisco as a buy and give a
"price target" for the stock have seen the target exceeded repeatedly. Rather
than label the stock "fully valued", the analysts' reaction is to raise their
price targets as if the stock can only rise to the sky. Being negative on Cisco
has not been the place to be for some time. At these levels, the analysts are
hard pressed to justify the price of Cisco's stock by any conventional
standards, so they don't. Investors love Cisco, so the analysts keep on
recommending it at ever higher prices. As John Neff, the legendary former
manager of Vanguard Windsor Fund for over 30 years, once said, "Every trend goes
on forever until it ends."

Unfortunately, we hear a number of value managers are throwing in the
towel and joining the fray. The lure of vast, fast wealth is simply too
irresistible for many people. However, most of the easy money has been made.
Chasing after the game at this point could be a disaster. In the meantime, we
will stick with what we know how to do best, comfortable in the thought that we
will ultimately be rewarded while avoiding the risks of speculative investing.

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The portfolio characteristics of the Tweedy, Browne Funds as of March 31,
2000 are as follows:

- --------------------------------------------------------------------------------
TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
PRICE/BOOK VALUE 0.82x Based on 17.93% Cheaper than 93% of the 10,461 stocks
of portfolio in the Bloomberg database with a market
assets capitalization above $100 million in
those countries where the Global Value
Fund has investments.
- --------------------------------------------------------------------------------
PRICE/EARNINGS 13.9x Based on 50.18% Cheaper than 77% of the 10,461 stocks
of portfolio in the Bloomberg database with a market
assets capitalization above $100 million in
those countries where the Global Value
Fund has investments.
================================================================================
TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
PRICE/BOOK VALUE 0.83x Based on 17.20% Cheaper than 94% of the 4,028 stocks in
of portfolio the Bloomberg database with a market
assets capitalization above $100 million that
are based in the United States.
- --------------------------------------------------------------------------------
PRICE/EARNINGS 10.4x Based on 57.38% Cheaper than 83% of the 4,028 stocks in
of portfolio the Bloomberg database with a market
assets capitalization above $100 million that
are based in the United States.
================================================================================

Little has changed at Tweedy, Browne in the past year other than our move
to new offices. The new "digs" are considerably brighter than our former
offices. Light is very beneficial to one's psychological well-being, which may
explain in part why we have not thrown ourselves out of the windows this past
year. For the first time in our history, we have a chief operating officer,
Glenn Finn, who is making our lives enormously easier while helping to upgrade
all of our systems and technology. As we have said in the past, we love
technology, we just don't like technology stocks. We also have a web page,
www.Tweedy.com where we post any news about the firm along with articles and
studies we hope all of you have received in the past. (A web page poacher took
www.TweedyBrowne.com. We were too cheap to ransom it back.) We hope you will
keep the faith, and we will continue to work for our mutual benefit.

Sincerely,
TWEEDY, BROWNE COMPANY LLC

Christopher H. Browne
William H. Browne
John D. Spears
Thomas H. Shrager
Robert Q. Wyckoff, Jr.
MANAGING DIRECTORS

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FOOTNOTES TO TABLE ON PAGES 1 AND 2

(1) MSCI EAFE US $ is an unmanaged capitalization-weighted index of companies
representing the stock markets of Europe, Australasia and the Far East. MSCI
EAFE Hedged consists of the results of the MSCI EAFE Index hedged 100% back
into U.S. dollars and accounts for interest rate differentials in forward
currency exchange rates. Results for both indexes are inclusive of dividends
and net of foreign withholding taxes.

(2) Morningstar World Stock Funds Average consists of the average returns of all
mutual funds in the Morningstar Universe that invest throughout the world
while maintaining a percentage of assets (normally 25%-50%) in the U.S.

(3) Morningstar Foreign Stock Funds Average consists of the average returns of
all mutual funds in the Morningstar Universe that invest primarily in equity
securities of issuers located outside the U.S.

(4) S&P 500 is an unmanaged capitalization-weighted index composed of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and over-the-counter market and includes the reinvestment of
dividends.

(5) Russell Mid-Cap Value is an unmanaged capitalization-weighted index which
assumes reinvestment of dividends that is comprised of mid-cap companies
with lower price-to-book value ratios and lower forecasted growth values
that are also members of the Russell 1000 Index.

(6) Morningstar Mid-Cap Value Funds Average consists of the average returns of
all mutual funds in the Morningstar Universe classified as value funds with
median market capitalizations greater than or equal to $1 billion but less
than or equal to $5 billion.

(7) Inception dates for the Global Value Fund and the American Value Fund were
June 15, 1993 and December 8, 1993, respectively. Index information is
available at month end only; therefore the closest month end to inception
date of the Funds, May 31, 1993 and November 30, 1993, respectively, were
used.

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17

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TWEEDY,BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
PORTFOLIO HIGHLIGHTS
- --------------------------------------------------------------------------------

March 31, 2000

HYPOTHETICAL ILLUSTRATION OF $10,000 INVESTED IN
TWEEDY, BROWNE GLOBAL VALUE FUND VS. MORGAN STANLEY
CAPITAL INTERNATIONAL ("MSCI") EUROPE, AUSTRALASIA AND
FAR EAST ("EAFE") INDEX (IN U.S. DOLLARS AND HEDGED) AND
MORNINGSTAR WORLD STOCK FUNDS ("MWSF") AVERAGE
6/15/93 THROUGH 3/31/00

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC:

TWEEDY BROWNE MSCI MSCI
GLOBAL VALUE EAFE EAFE MWSF
DATE FUND INDEX (US$) INDEX (HEDGED) AVERAGE
- ---- ------------- ----------- -------------- -------
6/1/93 $10,000.0 $ 9,843.9 $ 9,964.0 $ 9,874.9
10,320.0 10,188.6 10,385.0 10,049.2
10,700.0 10,738.6 10,843.7 10,621.1
9/1/93 10,310.0 10,496.9 10,555.0 10,683.9
10,700.0 10,820.3 11,065.4 11,127.3
10,710.0 9,874.5 10,181.1 10,822.6
12/1/93 11,540.0 10,587.5 11,033.1 11,662.1
12,580.0 11,482.7 11,798.9 12,208.2
12,470.0 11,450.9 11,475.4 12,019.5
3/1/94 12,260.0 10,957.7 10,839.9 11,509.4
12,610.0 11,422.6 11,172.6 11,664.4
12,540.0 11,357.0 11,232.8 11,627.9
6/1/94 12,210.0 11,517.5 10,951.4 11,395.6
12,480.0 11,628.3 11,144.9 11,690.5
12,730.0 11,903.6 11,387.6 12,114.5
9/1/94 12,300.0 11,528.7 10,857.4 11,936.7
12,190.0 11,912.6 10,983.0 12,113.8
12,010.0 11,340.0 10,759.3 11,558.4
12/1/94 12,043.3 11,411.0 10,848.8 11,480.6
11,952.1 10,972.7 10,336.4 11,111.5
11,982.5 10,941.2 10,155.0 11,287.3
3/1/95 11,678.3 11,623.6 10,032.7 11,564.0
12,073.7 12,060.8 10,343.3 11,926.5
12,327.2 11,917.0 10,339.1 12,176.2
6/1/95 12,327.2 11,708.0 10,130.5 12,411.4
12,641.4 12,436.9 10,878.8 13,092.8
12,803.6 11,962.5 11,177.2 12,956.7
9/1/95 12,874.6 12,196.1 11,290.1 13,210.7
12,712.4 11,868.3 11,139.3 12,940.6
12,965.8 12,198.5 11,576.8 13,139.1
12/1/95 13,331.7 12,690.0 12,067.8 13,394.8
14,021.4 12,742.1 12,523.1 13,736.3
14,299.4 12,785.2 12,407.4 13,941.4
3/1/96 14,700.9 13,056.7 12,764.8 14,182.9
15,092.1 13,436.3 13,224.8 14,685.2
15,205.3 13,189.0 13,095.7 14,866.6
6/1/96 15,349.4 13,263.2 13,245.1 14,834.0
14,731.8 12,875.6 12,607.5 14,162.7
14,917.1 12,903.8 12,739.7 14,501.7
9/1/96 15,174.4 13,246.6 13,339.7 14,926.8
15,359.7 13,111.0 13,211.6 14,907.7
15,936.2 13,632.7 13,761.0 15,562.8
12/1/96 16,029.0 13,457.3 13,700.3 15,578.6
16,605.8 12,986.4 13,917.4 15,918.8
17,060.6 13,198.8 14,270.2 15,968.3
3/1/97 17,149.3 13,246.6 14,363.6 15,693.5
17,459.9 13,316.9 14,805.2 15,845.4
18,114.4 14,183.4 15,281.2 16,850.6
6/1/97 18,879.8 14,965.6 16,136.8 17,566.1
19,822.7 15,207.7 16,976.4 18,367.3
19,057.3 14,072.0 15,766.2 17,434.4
9/1/97 19,878.1 14,860.2 16,601.2 18,438.8
19,168.2 13,718.0 15,045.0 17,283.3
19,301.3 13,578.2 15,317.1 17,263.1
12/1/97 19,709.0 13,696.6 15,819.5 17,425.3
20,226.1 14,323.0 16,596.4 17,576.8
21,500.7 15,242.0 17,572.8 18,831.0
3/1/98 22,823.5 15,711.4 18,480.9 19,772.8
22,871.6 15,835.7 18,379.3 20,069.9
23,124.1 15,758.9 18,576.0 19,826.3
6/1/98 22,907.6 15,878.2 18,811.9 19,812.6
22,607.0 16,039.2 19,131.7 19,678.3
19,588.7 14,052.1 16,537.4 16,645.9
9/1/98 18,819.1 13,621.3 15,406.3 16,677.5
20,262.1 15,041.2 16,449.3 17,743.2
21,693.1 15,811.7 17,730.7 18,685.7
12/1/98 21,875.6 16,345.5 17,987.8 19,528.6
21,979.6 16,387.0 18,381.7 19,912.6
22,070.7 15,996.4 18,462.6 19,269.6
3/1/99 23,514.3 16,664.1 19,365.4 19,925.5
25,699.3 17,339.3 20,401.4 20,886.5
25,231.1 16,446.4 19,646.6 20,339.3
6/1/99 26,986.8 17,087.6 20,583.7 21,481.8
27,273.0 17,595.5 20,484.9 21,566.2
27,155.9 17,659.8 20,532.1 21,518.7
9/1/99 26,648.7 17,837.5 20,443.8 21,348.7
26,570.6 18,505.6 21,286.0 22,216.1
27,025.8 19,148.6 22,473.8 23,865.0
12/1/99 27,405.8 20,867.2 24,543.6 26,652.4
27,473.7 19,541.3 23,623.2 25,663.9
27,989.0 20,067.4 24,787.9 27,486.8
3/1/00 28,612.7 20,845.3 25,338.2 28,034.3

- --------------------------------------------------------------------------------
MSCI EAFE INDEX REPRESENTS THE CHANGE IN MARKET CAPITALIZATIONS OF EUROPE,
AUSTRALASIA AND THE FAR EAST (EAFE), INCLUDING DIVIDENDS REINVESTED MONTHLY, NET
AFTER FOREIGN WITHHOLDING TAXES.

MWSF AVERAGE CONSISTS OF THE AVERAGE RETURNS OF ALL MUTUAL FUNDS IN THE
MORNINGSTAR UNIVERSE THAT INVEST THROUGHOUT THE WORLD WHILE MAINTAINING A
PERCENTAGE OF ASSETS (NORMALLY 25% - 50%) IN THE U.S.

INDEX AND AVERAGE INFORMATION IS AVAILABLE AT MONTH END ONLY; THEREFORE, THE
CLOSEST MONTH END TO INCEPTION DATE OF THE FUND, MAY 31, 1993, HAS BEEN USED.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN* | AGGREGATE TOTAL RETURN*
- --------------------------------------- | -------------------------------------
| YEAR INCEPTION
WITHOUT | ENDED (6/15/93)-
THE FUND ACTUAL WAIVERS** | 3/31/00 3/31/00
- -------- ------ --------- | ------- ---------
Inception (6/15/93) |
through 3/31/00 16.73% 16.71% | The Fund 21.68% 186.13%
Year Ended 3/31/00 21.68% 21.68% | MSCI EAFE in
| (U.S. Dollar) 25.09% 108.45%
| MSCI EAFE (Hedged) 30.87% 153.38%
| MWSF 42.84% 180.34%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NOTE: THE PERFORMANCE SHOWN REPRESENTS PAST PERFORMANCE AND IS NOT A GUARANTEE
OF FUTURE RESULTS. THE FUND'S SHARE PRICE AND INVESTMENT RETURN WILL VARY
WITH MARKET CONDITIONS, AND THE PRINCIPAL VALUE OF SHARES, WHEN REDEEMED,
MAY BE MORE OR LESS THAN ORIGINAL COST.

* ASSUMES THE REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS AND IS NET OF
FOREIGN WITHHOLDING TAX.
** SEE NOTE 2 TO FINANCIAL STATEMENTS.

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18

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TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
PERSPECTIVE ON ASSESSING INVESTMENT RESULTS
- --------------------------------------------------------------------------------

March 31, 2000

In accordance with rules and guidelines set out by the Securities and
Exchange Commission, we have provided a comparison of the historical investment
results of Tweedy, Browne Global Value Fund to the historical investment results
of the most appropriate broad-based securities indexes, including the Morgan
Stanley Capital International (MSCI) Europe, Australasia and the Far East (EAFE)
Index in U.S. dollars and hedged into U.S. dollars. However, the historical
results of the MSCI Indices in large measure represents the investment results
of stocks that we do not own. Any portfolio which does not own exactly the same
stocks in exactly the same proportions as the index to which the particular
portfolio is being compared is not likely to have the same results as the index.
The investment behavior of a diversified portfolio of undervalued stocks tends
to be correlated to the investment behavior of a broad index; i.e., when the
index is up, probably more than one-half of the stocks in the entire universe of
public companies in all the countries that are included in the same index will
be up, albeit, in greater or lesser percentages than the index. Similarly, when
the index declines, probably more than one-half of the stocks in the entire
universe of public companies in all countries that are included in the index
will be down in greater or lesser percentages than the index. But it is almost a
mathematical truth that "different stocks equal different results."

Favorable or unfavorable historical investment results in comparison to an
index are not necessarily predictive of future comparative investment results.
In ARE SHORT-TERM PERFORMANCE AND VALUE INVESTING MUTUALLY EXCLUSIVE?, Eugene
Shahan analyzed the investment performance of seven money managers, about whom
Warren Buffett wrote in his article, THE SUPER INVESTORS OF GRAHAM AND
DODDSVILLE. Over long periods of time, the seven managers significantly
outperformed the market as measured by the Dow Jones Industrial Average (the
"DJIA") or the Standard & Poor's 500 Stock Index (the "S&P 500") by between 7.7%
and 16.5% annually. (The goal of most institutional money managers is to
outperform the market by 2% to 3%.) However, for periods ranging from 13 years
to 28 years, this group of managers underperformed the market between 7.7% and
42% of the years. Six of the seven investment managers underperformed the market
between 28% and 42% of the years. In today's environment, they would have lost
many

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
19

<PAGE>

of their clients during their periods of underperformance. Longer term, it would
have been the wrong decision to fire any of those money managers. In examining
the seven long-term investment records, unfavorable investment results as
compared to either index did not predict the future favorable comparative
investment results which occurred, and favorable investment results in
comparison to the DJIA or the S&P 500 were not always followed by future
favorable comparative results. Stretches of consecutive annual underperformance
ranged from one to six years. Mr. Shahan concluded:

UNFORTUNATELY, THERE IS NO WAY TO DISTINGUISH BETWEEN A POOR THREE-YEAR
STRETCH FOR A MANAGER WHO WILL DO WELL OVER 15 YEARS, FROM A POOR
THREE-YEAR STRETCH FOR A MANAGER WHO WILL CONTINUE TO DO POORLY. NOR IS
THERE ANY REASON TO BELIEVE THAT A MANAGER WHO DOES WELL FROM THE OUTSET
CANNOT CONTINUE TO DO WELL, AND CONSISTENTLY.

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20

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
- --------------------------------------------------------------------------------

March 31, 2000

[Graphic of world map outline omitted]

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--91.3%
BELGIUM--0.1%
2,726 Spadel SA ...................................... $ 2,936,566
--------------
CANADA--0.8%
72,400 Canadian Western Bank .......................... 896,903
260,700 Melcor Developments Ltd. ....................... 3,220,623
1,526,300 National Bank of Canada, Toronto ............... 22,322,006
258,600 Shirmax Fashions Ltd.+ ......................... 323,917
--------------
26,763,449
--------------
DENMARK--0.2%
2,400 Hojgaard Holding A/S, Series B ................. 43,508
114,800 Unidanmark A/S, Series A ....................... 7,365,124
--------------
7,408,632
--------------
FINLAND--2.7%
574,227 Huhtamaki Van Leer Oyj ......................... 18,282,546
1,497,700 Kesko Oyj ...................................... 20,292,833
859,389 Kone Corporation, Class B ...................... 49,785,925
--------------
88,361,304
--------------
FRANCE--1.5%
185,919 Banque Nationale de Paris ...................... 14,687,204
18,422 Bongrain SA .................................... 5,671,255
5,229 Christian Dior SA .............................. 1,210,199
57,700 Compagnie Lebon SA ............................. 3,370,288
34,294 GFI Industries SA .............................. 771,698
5,229 LVMH Moet Hennessy ............................. 2,189,073
12,918 Precia+ ........................................ 123,696
994,617 Rhodia SA+ ..................................... 17,809,794
56,256 Sylea SA ....................................... 2,090,076
--------------
47,923,283
--------------
GERMANY--3.8%
52,550 Altana AG ...................................... 3,874,582
96,697 Boewe Systec AG ................................ 2,416,656
48,650 Kaufring AG .................................... 426,251
10,700 Krones AG ...................................... 307,374
10,275 KSB AG ......................................... 964,205
104,581 KSB AG Vorzug .................................. 8,612,171
61,140 Lindner Holding KGaA ........................... 1,756,338
2,377,973 Merck KGaA ..................................... 75,369,620
538,914 Moebel Walther AG .............................. 6,708,482
136,187 Moebel Walther AG Vorzugsakt ................... 1,527,052
30,785 Sinn Leffers AG ................................ 2,653,330

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
GERMANY--(CONTINUED)
15,018 Springer (Axel) Verlag AG, Class A ............. $ 18,550,825
--------------
123,166,886
--------------
HONG KONG--4.3%
15,811,309 Asean Resources Holdings Ltd.+ ................. 1,746,309
28,304,165 CDL Hotels International Ltd. .................. 8,451,392
24,644,000 Fountain Set Holdings .......................... 2,753,502
1,004,000 Grand Hotel Holdings Ltd. ...................... 127,651
5,376,000 Jardine International Motor Holdings Ltd. ...... 1,570,708
14,707,000 Jardine Strategic Holdings Ltd. ................ 30,002,280
47,724,000 South China Morning Post (Holdings) Ltd. ....... 45,967,726
38,919,000 Swire Pacific Ltd., Class B .................... 26,990,464
9,034,500 Wing Hang Bank Ltd. ............................ 22,625,264
--------------
140,235,296
--------------
IRELAND--2.3%
7,322,723 Independent News & Media PLC ................... 71,871,695
1,105,000 Unidare PLC .................................... 2,645,232
--------------
74,516,927
--------------
ITALY--2.5%
569,050 Banco di Sardegna Risp ......................... 9,415,764
472,500 Bassetti SPA ................................... 2,533,677
1,530,230 Burgo (Cartiere) SPA ........................... 9,729,403
1,156,450 Cristalleria Artistica ......................... 3,244,561
1,150,500 Maffei SPA ..................................... 1,295,554
5,000 Marangoni SPA .................................. 14,124
1,782,500 Mondadori (Arnoldo) Editore SPA ................ 45,487,091
3,869,735 Montefibre SPA ................................. 2,186,224
276,925 San Paolo-IMI SPA .............................. 3,794,576
380,000 Vincenzo Zucchi SPA ............................ 2,001,279
--------------
79,702,253
--------------
JAPAN--21.2%
139,000 Agro-Kanesho Company Ltd. ...................... 906,948
390,930 Aiful Corporation .............................. 43,400,711
195,465 Aiful Corporation New .......................... 22,081,063
631,000 Amatsuji Steel Ball Manufacturing Company ...... 6,145,007
28,000 Banyu Pharmaceutical Company Ltd. .............. 526,270
64,000 CCI Corporation ................................ 417,588
101,000 Charle Company ................................. 715,070
321,600 Chiyoda Company ................................ 1,713,154
774,000 Chofu Seisakusho Company ....................... 10,786,327
77,200 Coca-Cola West Japan Company, Ltd. ............. 2,029,897
270,000 Credia Company Ltd. ............................ 5,916,151

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
JAPAN--(CONTINUED)
339,000 Daido Metal Company ............................ $ 937,586
474,000 Daiwa Industries Ltd. .......................... 1,407,898
1,040,000 Danto Corporation .............................. 3,322,004
305,000 Denkyosha ...................................... 995,033
290,000 Denyo Company Ltd. ............................. 2,053,172
1,118,000 Dowa Fire & Marine Insurance Company ........... 2,885,232
1,263,000 Fuji Coca-Cola Bottling Company ................ 12,484,248
618,000 Fuji Photo Film Ltd. ........................... 27,203,194
1,663,000 Fujisawa Pharmaceutical Company ................ 58,302,576
2,318,000 Fujitec Company Ltd. ........................... 19,526,416
627,000 Fukuda Denshi .................................. 11,723,621
386,000 Glory Ltd. ..................................... 6,277,645
2,250,000 Hitachi Koki Company Ltd. ...................... 6,003,798
585,000 Hitachi Medical Corporation .................... 6,443,346
319,800 Inabi Denkisangyo Company Ltd. ................. 3,491,219
267,000 Kagawa Bank Ltd. ............................... 1,482,105
150,000 Kato Sangyo Company Ltd. ....................... 927,594
318,000 Katsuragawa Electric Company ................... 1,015,767
844,000 Kawasumi Laboratories, Inc. .................... 10,019,341
1,591,000 Koito Manufacturing ............................ 8,273,789
191,000 Kokura Enterprise Company ...................... 855,626
24,300 Kosiado Company, Ltd. .......................... 265,044
723,000 Mandom Corporation ............................. 12,673,711
254,000 Matsumoto Yushi-Seiyaku Company ................ 5,194,527
1,941,000 Matsushita Electric Industrial Company ......... 58,030,579
371,000 Meito Sangyo Company ........................... 3,938,160
467,000 Morito ......................................... 2,273,945
375,000 Nankai Plywood Company Ltd. .................... 1,541,121
317,000 Nippon Broadcasting System Inc. ................ 25,067,342
317,000 Nippon Broadcasting System Inc. New ............ 25,054,993
1,155,000 Nippon Cable System ............................ 12,485,270
1,060,000 Nippon Konpo Unyu Soko ......................... 6,276,282
215,800 Nissin Company Ltd. ............................ 10,465,832
552,000 Nitto FC Company ............................... 2,150,265
867,000 Riken Vitamin .................................. 11,271,802
121,000 Rock Paint ..................................... 1,025,174
452,000 Sangetsu Company Ltd. .......................... 8,715,587
232,000 Sanko Sangyo Company ........................... 1,954,326
1,266,000 Sanyo Shinpan Finance Company Ltd. ............. 40,932,171
213,000 Sasakura Engineering Company Ltd. .............. 871,208
760,600 Shikoku Coca-Cola Bottling ..................... 8,362,637
477,000 Shingakukai .................................... 1,753,591
921,100 Shinki Company Ltd. ............................ 22,604,782
3,501,000 Shionogi & Company Ltd. ........................ 62,120,290
452,000 SK Kaken Company Ltd. .......................... 9,992,112
712,000 Sonton Food Industry ........................... 7,550,937

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
JAPAN--(CONTINUED)
49,300 Sysmex Corporation ............................. $ 1,550,752
369,000 Tachi-S ........................................ 1,796,757
21,700 Takano Company Ltd. ............................ 232,458
263,200 Takefuji Corporation ........................... 28,194,965
237,000 Teikoku Hormone Manufacturing Company .......... 1,846,424
269,000 TENMA Corporation .............................. 3,195,988
264,000 Tochigi Bank Ltd. .............................. 1,727,691
59,000 Tomita Electric Company Ltd. ................... 201,100
381,000 Torii Company Ltd. ............................. 1,558,358
1,073,000 Torishima Pump Manufacturing ................... 5,099,323
125,000 Toso Company Ltd ............................... 346,935
484,000 Toyo Technical Company Ltd. .................... 2,262,453
890,500 Tsubaki Nakashima Company Ltd. ................. 9,539,368
121,900 Tsuchiya Home Company .......................... 332,395
780,000 U-Shin ......................................... 3,570,142
349,000 Zojirushi ...................................... 1,699,372
--------------
685,995,565
--------------
MALAYSIA--0.6%
4,174,000 Star Publications (Malaysia) ................... 18,453,474
--------------
MEXICO--0.0%++
86,000 Grupo Continental SA ........................... 106,487
--------------
NETHERLANDS--7.5%
868,757 Akzo NV Ord. ................................... 37,101,767
23,620 Crown Van Gelder Gemeenschappelijk Bezit NV .... 314,381
706,858 European Vinyls Corporation International NV ... 8,832,916
2,674,883 Holdingmaatschappij de Telegraaf NV ............ 83,883,687
42,425 Koninklijke Grolsch NV ......................... 767,795
73,302 Koninklijke Vopak NV ........................... 2,035,519
996,173 Koninklijke Wessanen NV ........................ 9,538,854
334,830 Stork NV ....................................... 4,600,846
334,830 Stork NV DCS ................................... 205,290
393,425 Twentsche Kabel Holding ........................ 16,575,859
739,643 Unilever NV CVA ................................ 36,510,034
2,294,301 Wegener Arcade NV .............................. 41,082,174
--------------
241,449,122
--------------
NEW ZEALAND--1.1%
16,785,509 Air New Zealand Ltd. ........................... 19,402,585
5,742,400 Carter Holt Harvey Ltd. ........................ 4,956,919
5,082,000 Independent Newspaper Ltd. ..................... 11,194,038
164,600 Radio Pacific Ltd. ............................. 571,606
--------------
36,125,148
--------------

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
NORWAY--1.5%
262,800 SAS Norge ASA - B Shares ....................... $ 2,521,087
1,895,300 Schibsted ASA .................................. 46,913,922
--------------
49,435,009
--------------
SINGAPORE--5.4%
6,265,500 Cycle & Carriage Ltd. .......................... 16,836,838
8,271,000 Fraser & Neave Ltd. ............................ 23,578,970
12,312,016 Overseas Union Bank Ltd. ....................... 55,381,775
3,509,000 Robinson and Company Ord. ...................... 9,839,467
2,812,800 Singapore Press Holdings Ltd.+ ................. 44,858,885
3,975,840 United Overseas Bank Ltd. ...................... 24,387,382
--------------
174,883,317
--------------
SOUTH AFRICA--0.9%
3,909,170 Sappi Ltd. ..................................... 30,266,086
--------------
SPAIN--0.2%
189,588 Indo Internacional SA .......................... 789,699
52,669 Prim SA ........................................ 521,984
376,152 Unipapel SA .................................... 3,673,880
--------------
4,985,563
--------------
SWEDEN--3.8%
144,785 BRIO AB, Class B+ .............................. 998,575
204,000 Lundbergforetagen AB, Class B .................. 2,695,723
2,049,100 Pharmacia & Upjohn Inc., Depository Shares ..... 118,760,867
103,900 VLT AB, Class B ................................ 1,083,923
--------------
123,539,088
--------------
SWITZERLAND--11.0%
33 Bank of International Settlements America ...... 166,752
31,160 Banque Cantonale Vaudoise ...................... 9,362,902
4,283 Bobst SA, Bearer ............................... 5,797,064
250 Bobst SA, Registered ........................... 165,428
39,256 Compagnie Financiere Richemont AG .............. 99,772,370
4,315 Daetwyler Holding AG, Bearer ................... 6,424,414
85,175 Edipresse SA, Bearer ........................... 51,237,706
19,020 Forbo Holding AG ............................... 7,448,504
10,780 Helvetia Patria Holding, Registered ............ 7,464,000
29,327 Loeb Holding AG ................................ 4,586,892
57,089 Nestle SA, Registered .......................... 102,340,194
17,027 Novartis AG, Bearer ............................ 23,291,965
13,511 Sarna Kunsstoff Holding AG, Registered ......... 14,832,962
21,161 SIG Schweizeriche .............................. 11,838,500

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
SWITZERLAND--(CONTINUED)
3,355 Vetropack Holding AG, Bearer ................... $ 370,345
15,586 Zehnder Holding, Bearer ........................ 10,079,075
--------------
355,179,073
--------------
THAILAND--0.0%++
132,300 S & J Enterprises Public Company Ltd. .......... 114,127
--------------
UNITED KINGDOM--9.5%
2,006,739 Alumasc Group PLC .............................. 4,761,644
4,649,476 Arjo Wiggins Appleton PLC ...................... 12,346,664
639,000 Burtonwood Brewery PLC ......................... 1,699,406
11,650,426 Caradon PLC .................................... 25,881,878
3,979,658 Carclo Engineering Group PLC ................... 8,238,893
4,708,165 Courtaulds Textiles PLC ........................ 10,684,306
6,184,821 Diageo PLC ..................................... 46,390,368
7,355,666 Dowding & Mills PLC ............................ 4,217,007
408,668 Dyson (J&J) PLC, Class A, Non-voting ........... 465,325
4,544,753 Elementis PLC .................................. 7,128,962
100,000 Ellis & Everard PLC ............................ 269,929
837,282 Folkes Group PLC ............................... 873,359
427,800 Glaxo Wellcome PLC, Units, Sponsored ADR ....... 24,518,288
8,132,300 Glynwed International PLC ...................... 29,009,563
1,098,479 Hardys & Hansons PLC ........................... 3,647,351
350,000 Johnston Group PLC ............................. 2,494,255
4,545,154 McAlpine (Alfred) PLC .......................... 14,042,037
2,716,122 Nycomed Amersham PLC ........................... 22,124,562
584,000 Partridge Fine Art Ord. ........................ 604,513
9,703,554 Pilkington PLC ................................. 11,319,265
4,562,511 Rexam PLC ...................................... 15,403,505
2,665,490 Sherwood Group PLC ............................. 604,883
277,100 SmithKline Beecham PLC, Units, ADR ............. 18,305,919
779,500 Swan Hill Group PLC ............................ 962,050
136,452 Thistle Hotels PLC ............................. 260,760
2,707,672 Time Products PLC .............................. 3,708,295
4,468,749 TT Group PLC ................................... 6,689,499
2,900,000 Unilever PLC ................................... 18,553,834
753,000 Weir Group PLC ................................. 2,320,362
1,537,500 Wolverhampton & Dudley Breweries PLC ........... 9,157,280
37,500 Young & Company's Brewery PLC, Class A ......... 403,102
--------------
307,087,064
--------------

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<PAGE>

March 31, 2000

MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS
UNITED STATES--10.4%
221,000 American Express Company ....................... $ 32,915,188
75,700 American National Insurance Company ............ 4,371,675
81,500 Coca-Cola Bottling Company ..................... 4,316,953
348,300 Comerica Inc. .................................. 14,585,063
230,400 Federal Home Loan Mortgage Corporation ......... 10,180,800
70,000 GATX Corporation ............................... 2,660,000
3,731,110 Hollinger International Inc. ................... 40,109,433
197,100 Household International Inc. ................... 7,354,294
797,240 MBIA Inc. ...................................... 41,506,308
3,976,734 Panamerican Beverages Inc., Class A ............ 70,089,937
460,000 PNC Bank Corporation ........................... 20,728,750
596,000 Popular Inc. ................................... 13,242,375
74,100 Syms Corporation+ .............................. 296,400
809,000 Torchmark Corporation .......................... 18,708,125
294,600 Transatlantic Holdings Inc. .................... 25,188,300
551,000 UST Inc. ....................................... 8,609,375
525,000 Wells Fargo & Company .......................... 21,492,188
--------------
336,355,164
--------------
TOTAL COMMON STOCKS
(COST $2,169,455,881) .......................... 2,954,988,883
--------------
PREFERRED STOCKS--0.9%
5,400 Krones AG ...................................... 144,782
121,069 ProSieben Media AG ............................. 13,853,588
1,651,350 Villeroy & Boch AG ............................. 14,547,500
--------------
TOTAL PREFERRED STOCKS
(COST $26,889,486) ............................. 28,545,870
--------------
WARRANTS--0.0%++
(COST $0)
83,343 Banque Nationale de Paris, Expires 7/15/02+ .... 585,769
--------------

FACE
VALUE
-----
CONVERTIBLE CORPORATE BOND--0.0%++
(COST $103,956)
JPY 9,000,000 Shikoku Coca-Cola Bottling, 2.400% due 3/29/02 93,782
--------------

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<PAGE>

March 31, 2000

MARKET
FACE VALUE
VALUE (NOTE 1)
----- --------
COMMERCIAL PAPER--2.5%
(COST $80,000,000)
$80,000,000 General Electric Capital Corporation,
6.180% due 4/3/00 .............................. $ 80,000,000
--------------
U.S. TREASURY BILLS--0.4%
3,000,000 4.900%** due 7/20/00 ........................... 2,948,880
10,603,000 5.980%** due 1/4/01 ............................ 10,122,578
--------------
TOTAL U.S. TREASURY BILLS
(COST $13,098,487) ............................. 13,071,458
--------------
REPURCHASE AGREEMENT--2.4%
(COST $79,378,000)
79,378,000 Agreement with Warburg Dillon Read, 6.060% dated 3/31/00,
to be repurchased at $79,418,086 on 4/3/00, collateralized by
$78,991,000 U.S. Treasury Bonds, 6.250% due 4/30/01
(market value $80,965,775) ..................... 79,378,000
--------------
TOTAL INVESTMENTS (COST $2,368,925,810*) .............. 97.5% 3,156,663,762
OTHER ASSETS AND LIABILITIES (NET) .................... 2.5 79,840,432
----- --------------
NET ASSETS ............................................ 100.0% $3,236,504,194
===== ==============
- ------------------------
* AGGREGATE COST FOR FEDERAL TAX PURPOSES IS $2,368,927,336.
** RATE REPRESENTS ANNUALIZED YIELD AT DATE OF PURCHASE (UNAUDITED).
+ NON-INCOME PRODUCING SECURITY.
++ AMOUNT REPRESENTS LESS THAN 0.1% OF NET ASSETS.

ABBREVIATIONS:
ADR--AMERICAN DEPOSITORY RECEIPT
DCS--DIVIDEND COUPON SHARES
JPY--JAPANESE YEN
ORD--ORDINARY SHARE

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<PAGE>

March 31, 2000

PERCENTAGE OF MARKET VALUE
SECTOR DIVERSIFICATION NET ASSETS (NOTE 1)
- ---------------------- ------------- ------------
COMMON STOCKS:
Printing and Publishing ............................ 16.2% $ 523,260,884
Pharmaceuticals .................................... 12.6 409,041,363
Food and Beverages ................................. 10.7 347,795,539
Financial Services ................................. 8.8 283,931,904
Banking ............................................ 7.0 225,284,185
Machinery .......................................... 3.6 115,511,033
Manufacturing ...................................... 3.5 114,091,705
Tobacco ............................................ 3.3 108,381,745
Chemicals .......................................... 2.9 93,608,963
Consumer Durables .................................. 2.7 86,641,671
Holdings ........................................... 2.2 70,009,039
Consumer Non-Durables .............................. 2.1 67,737,579
Forest Products .................................... 1.9 61,287,333
Insurance .......................................... 1.8 58,617,332
Retail ............................................. 1.6 53,528,736
Radio .............................................. 1.6 50,693,941
Engineering and Construction ....................... 1.3 43,497,702
Autos .............................................. 1.3 43,471,026
Building Materials ................................. 1.0 33,209,817
Transportation ..................................... 0.9 28,199,954
Construction Materials ............................. 0.7 22,281,466
Electronics ........................................ 0.6 18,944,286
Textiles ........................................... 0.6 18,901,564
Wholesale .......................................... 0.5 15,692,860
Glass Products ..................................... 0.5 14,934,171
Medical Research and Supplies ...................... 0.4 12,092,077
Leisure ............................................ 0.3 9,838,378
Health Care ........................................ 0.2 7,233,045
Real Estate ........................................ 0.2 6,789,705
Commercial Services ................................ 0.1 2,262,453
Mining and Metal Fabrication ....................... 0.1 2,233,140
Oil and Gas ........................................ 0.0 ++ 855,626
Other .............................................. 0.1 5,128,661
----- --------------
TOTAL COMMON STOCKS ................................ 91.3 2,954,988,883
----- --------------
PREFERRED STOCKS ................................... 0.9 28,545,870
WARRANTS ........................................... 0.0 ++ 585,769
CONVERTIBLE CORPORATE BOND ......................... 0.0 ++ 93,782
COMMERCIAL PAPER ................................... 2.5 80,000,000
U.S. TREASURY BILLS ................................ 0.4 13,071,458
REPURCHASE AGREEMENT ............................... 2.4 79,378,000
OTHER ASSETS AND LIABILITIES (NET) ................. 2.5 79,840,432
----- --------------
NET ASSETS ......................................... 100.0% $3,236,504,194
===== ==============
- ------------
++ AMOUNT REPRESENTS LESS THAN 0.1% OF NET ASSETS.

- - - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - - - - - -

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF FORWARD EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------

March 31, 2000

CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO BUY
23,000,000 Danish Krona ................. 7/3/00 $ 2,973,568
47,178,000 Hong Kong Dollar ............. 4/13/00 6,059,276
2,900,000,000 Japanese Yen ................. 4/17/00 28,327,652
7,300,000 New Zealand Dollar ........... 5/8/00 3,622,231
23,490,000 Norwegian Krone .............. 5/22/00 2,783,059
65,000,000 Norwegian Krone .............. 8/28/00 7,706,704
33,740,000 Singapore Dollar ............. 4/13/00 19,733,613
20,700,000 Singapore Dollar ............. 4/28/00 12,126,418
49,177,500 South African Rand ........... 4/28/00 7,502,294
81,385,000 Swedish Krona ................ 4/13/00 9,440,770
---------------
TOTAL FORWARD EXCHANGE CONTRACTS TO BUY
(CONTRACT AMOUNT $99,780,812) ................ $ 100,275,585
===============
FORWARD EXCHANGE CONTRACTS TO SELL
14,504,000 Canadian Dollar .............. 5/15/00 $ (9,992,934)
1,471,800 Canadian Dollar .............. 6/5/00 (1,014,575)
4,393,800 Canadian Dollar .............. 6/12/00 (3,029,369)
7,328,250 Canadian Dollar .............. 12/7/00 (5,075,112)
3,182,520 Canadian Dollar .............. 3/12/01 (2,209,105)
4,524,760 Canadian Dollar .............. 3/26/01 (3,141,867)
3,902,850 Canadian Dollar .............. 3/28/01 (2,710,180)
49,325,500 Danish Krona ................. 7/3/00 (6,377,075)
10,528,500 Danish Krona ................. 9/11/00 (1,366,677)
17,836,250 Danish Krona ................. 12/7/00 (2,327,096)
736,456 European Economic Union Euro . 4/3/00 (705,245)
76,228 European Economic Union Euro . 4/4/00 (73,003)
41,172 European Economic Union Euro . 4/5/00 (39,433)
36,281,179 European Economic Union Euro . 4/13/00 (34,768,972)
27,573,529 European Economic Union Euro . 4/25/00 (26,447,418)
32,189,828 European Economic Union Euro . 5/8/00 (30,903,747)
22,939,989 European Economic Union Euro . 5/15/00 (22,034,253)
10,144,794 European Economic Union Euro . 5/22/00 (9,749,018)
27,955,607 European Economic Union Euro . 6/5/00 (26,891,271)
1,414,961 European Economic Union Euro . 6/12/00 (1,361,755)
43,876,027 European Economic Union Euro . 6/16/00 (42,237,981)
13,216,899 European Economic Union Euro . 6/23/00 (12,729,680)
42,975,838 European Economic Union Euro . 7/14/00 (41,453,047)
4,637,789 European Economic Union Euro . 7/24/00 (4,476,629)
1,826,484 European Economic Union Euro . 8/14/00 (1,765,641)
4,585,053 European Economic Union Euro . 8/21/00 (4,434,513)
4,652,028 European Economic Union Euro . 8/28/00 (4,501,519)
14,174,411 European Economic Union Euro . 9/11/00 (13,729,401)
10,794,279 European Economic Union Euro . 10/20/00 (10,484,520)
9,141,186 European Economic Union Euro . 10/27/00 (8,883,326)
23,251,488 European Economic Union Euro . 11/6/00 (22,611,809)
19,391,700 European Economic Union Euro . 11/13/00 (18,867,672)

- - - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - - - - - -

<PAGE>

March 31, 2000

CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO SELL
30,308,771 European Economic Union Euro . 11/20/00 $ (29,504,521)
39,163,244 European Economic Union Euro . 12/7/00 (38,170,458)
11,431,838 European Economic Union Euro . 12/11/00 (11,145,230)
75,721,006 European Economic Union Euro . 1/16/01 (74,012,660)
9,864,852 European Economic Union Euro . 1/29/01 (9,651,231)
58,973,855 European Economic Union Euro . 2/12/01 (57,754,360)
48,704,461 European Economic Union Euro . 2/26/01 (47,744,864)
20,216,315 European Economic Union Euro . 3/7/01 (19,830,689)
17,270,983 European Economic Union Euro . 3/12/01 (16,947,560)
18,285,944 European Economic Union Euro . 3/26/01 (17,961,364)
19,878,604 European Economic Union Euro . 3/28/01 (19,528,349)
281,338 Great Britain Pound Sterling . 4/3/00 (448,034)
62,375 Great Britain Pound Sterling . 4/4/00 (99,333)
128,047 Great Britain Pound Sterling . 4/6/00 (203,920)
1,242,763 Great Britain Pound Sterling . 4/7/00 (1,979,157)
6,225,100 Great Britain Pound Sterling . 4/13/00 (9,914,081)
12,448,649 Great Britain Pound Sterling . 4/28/00 (19,827,333)
6,159,153 Great Britain Pound Sterling . 5/8/00 (9,810,284)
9,332,421 Great Britain Pound Sterling . 6/12/00 (14,866,717)
12,484,940 Great Britain Pound Sterling . 6/16/00 (19,889,052)
12,636,634 Great Britain Pound Sterling . 7/3/00 (20,133,239)
4,474,845 Great Britain Pound Sterling . 7/14/00 (7,130,978)
25,345,330 Great Britain Pound Sterling . 7/24/00 (40,397,064)
3,083,470 Great Britain Pound Sterling . 8/21/00 (4,917,196)
9,425,663 Great Britain Pound Sterling . 8/28/00 (15,033,021)
2,288,896 Great Britain Pound Sterling . 9/11/00 (3,651,517)
6,192,717 Great Britain Pound Sterling . 2/12/01 (9,887,311)
9,503,897 Great Britain Pound Sterling . 3/7/01 (15,175,234)
11,382,216 Great Britain Pound Sterling . 3/26/01 (18,175,689)
16,751,685 Great Britain Pound Sterling . 3/28/01 (26,750,426)
47,178,000 Hong Kong Dollar ............. 4/13/00 (6,059,276)
78,345,000 Hong Kong Dollar ............. 4/28/00 (10,063,021)
78,200,000 Hong Kong Dollar ............. 5/8/00 (10,044,705)
31,360,800 Hong Kong Dollar ............. 5/15/00 (4,028,330)
62,879,200 Hong Kong Dollar ............. 6/16/00 (8,077,540)
78,491,000 Hong Kong Dollar ............. 7/3/00 (10,083,368)
94,239,600 Hong Kong Dollar ............. 7/14/00 (12,106,498)
31,474,000 Hong Kong Dollar ............. 7/24/00 (4,043,304)
78,763,000 Hong Kong Dollar ............. 8/28/00 (10,118,230)
125,504,000 Hong Kong Dollar ............. 10/20/00 (16,123,000)
39,170,500 Hong Kong Dollar ............. 10/27/00 (5,032,106)
125,395,200 Hong Kong Dollar ............. 11/13/00 (16,109,326)
78,255,000 Hong Kong Dollar ............. 11/20/00 (10,053,353)
117,141,000 Hong Kong Dollar ............. 12/7/00 (15,049,206)
45,919,110 Hong Kong Dollar ............. 3/28/01 (5,899,748)
50,895,218 Japanese Yen ................. 4/3/00 (495,745)

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<PAGE>

March 31, 2000

CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO SELL
35,533,580 Japanese Yen ................. 4/4/00 $ (346,185)
10,386,186 Japanese Yen ................. 4/5/00 (101,208)
8,651,625,000 Japanese Yen ................. 4/17/00 (84,510,422)
4,555,800,000 Japanese Yen ................. 4/25/00 (44,573,771)
5,568,360,000 Japanese Yen ................. 5/1/00 (54,544,724)
1,156,400,000 Japanese Yen ................. 5/15/00 (11,353,940)
1,761,450,000 Japanese Yen ................. 5/22/00 (17,314,681)
4,594,800,000 Japanese Yen ................. 6/5/00 (45,271,025)
4,037,950,000 Japanese Yen ................. 6/12/00 (39,830,755)
1,142,200,000 Japanese Yen ................. 6/16/00 (11,274,244)
5,763,750,000 Japanese Yen ................. 6/23/00 (56,957,824)
1,146,300,000 Japanese Yen ................. 7/3/00 (11,347,313)
8,038,800,000 Japanese Yen ................. 7/14/00 (79,735,781)
672,360,000 Japanese Yen ................. 7/24/00 (6,681,144)
652,380,000 Japanese Yen ................. 8/14/00 (6,507,252)
3,152,550,000 Japanese Yen ................. 8/21/00 (31,485,231)
2,843,628,000 Japanese Yen ................. 9/11/00 (28,507,383)
992,000,000 Japanese Yen ................. 10/27/00 (10,029,416)
495,700,000 Japanese Yen ................. 11/13/00 (5,027,548)
1,987,780,000 Japanese Yen ................. 1/16/01 (20,400,340)
4,929,000,000 Japanese Yen ................. 1/29/01 (50,706,416)
4,095,200,000 Japanese Yen ................. 2/13/01 (42,244,523)
1,518,600,000 Japanese Yen ................. 3/7/01 (15,728,231)
634,851,000 Japanese Yen ................. 3/26/01 (6,597,911)
8,914,245 New Zealand Dollar ........... 5/8/00 (4,423,213)
12,151,804 New Zealand Dollar ........... 6/12/00 (6,029,737)
1,882,176 New Zealand Dollar ........... 7/3/00 (933,943)
9,421,519 New Zealand Dollar ........... 7/31/00 (4,675,023)
4,871,395 New Zealand Dollar ........... 11/6/00 (2,417,264)
8,828,723 New Zealand Dollar ........... 11/13/00 (4,380,957)
27,662,517 New Zealand Dollar ........... 12/7/00 (13,726,631)
5,278,116 New Zealand Dollar ........... 3/28/01 (2,619,038)
23,490,000 Norwegian Krone .............. 5/22/00 (2,783,059)
79,559,000 Norwegian Krone .............. 8/28/00 (9,432,887)
6,328,800 Norwegian Krone .............. 9/11/00 (750,475)
79,260,000 Norwegian Krone .............. 11/20/00 (9,405,461)
51,541,750 Norwegian Krone .............. 12/7/00 (6,117,330)
47,445,600 Norwegian Krone .............. 12/11/00 (5,631,405)
81,155,000 Norwegian Krone .............. 2/12/01 (9,638,739)
125,032,500 Norwegian Krone .............. 3/7/01 (14,853,594)
44,313,300 Norwegian Krone .............. 3/12/01 (5,264,599)
42,768,600 Norwegian Krone .............. 3/28/01 (5,081,964)
2,495,876 Singapore Dollar ............. 4/5/00 (1,458,513)
33,740,000 Singapore Dollar ............. 4/13/00 (19,733,613)
41,650,000 Singapore Dollar ............. 4/28/00 (24,399,291)
16,532,000 Singapore Dollar ............. 5/8/00 (9,694,732)

- - - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - - - - - -

<PAGE>

March 31, 2000

CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO SELL
8,300,500 Singapore Dollar ............. 5/15/00 $ (4,871,077)
11,554,900 Singapore Dollar ............. 6/23/00 (6,807,875)
49,629,000 Singapore Dollar ............. 7/14/00 (29,301,868)
13,161,600 Singapore Dollar ............. 7/31/00 (7,784,013)
8,179,000 Singapore Dollar ............. 8/14/00 (4,843,949)
17,148,560 Singapore Dollar ............. 8/28/00 (10,170,226)
8,084,500 Singapore Dollar ............. 10/27/00 (4,822,905)
24,415,500 Singapore Dollar ............. 11/6/00 (14,579,446)
40,660,000 Singapore Dollar ............. 11/20/00 (24,312,514)
4,909,800 Singapore Dollar ............. 12/7/00 (2,940,615)
49,095,000 Singapore Dollar ............. 12/11/00 (29,415,684)
29,250,000 Singapore Dollar ............. 1/16/01 (17,586,143)
497,400 Singapore Dollar ............. 3/28/01 (301,094)
65,775,000 South African Rand ........... 4/28/00 (10,034,332)
51,332,000 South African Rand ........... 6/23/00 (7,784,592)
19,570,800 South African Rand ........... 7/14/00 (2,961,476)
98,017,500 South African Rand ........... 7/31/00 (14,806,104)
24,255,000 South African Rand ........... 3/26/01 (3,566,650)
9,402,400 South African Rand ........... 3/28/01 (1,382,604)
81,385,000 Swedish Krona ................ 4/13/00 (9,440,770)
73,989,000 Swedish Krona ................ 4/28/00 (8,591,522)
24,981,000 Swedish Krona ................ 5/22/00 (2,905,145)
33,746,000 Swedish Krona ................ 6/5/00 (3,927,890)
24,927,600 Swedish Krona ................ 7/3/00 (2,906,522)
65,504,000 Swedish Krona ................ 7/24/00 (7,647,549)
40,856,000 Swedish Krona ................ 8/28/00 (4,780,180)
4,893,000 Swedish Krona ................ 9/11/00 (572,976)
98,448,000 Swedish Krona ................ 11/20/00 (11,575,256)
84,000,000 Swedish Krona ................ 2/12/01 (9,923,702)
97,065,085 Swedish Krona ................ 3/26/01 (11,494,474)
5,081,700 Swedish Krona ................ 3/28/01 (601,831)
43,395,900 Swiss Franc .................. 4/25/00 (26,167,833)
29,128,000 Swiss Franc .................. 5/8/00 (17,586,844)
14,627,000 Swiss Franc .................. 6/5/00 (8,855,086)
8,863,200 Swiss Franc .................. 6/13/00 (5,369,811)
29,386,000 Swiss Franc .................. 6/16/00 (17,808,732)
19,301,100 Swiss Franc .................. 6/23/00 (11,704,797)
5,774,000 Swiss Franc .................. 8/21/00 (3,521,084)
8,475,330 Swiss Franc .................. 9/11/00 (5,178,608)
50,449,000 Swiss Franc .................. 10/27/00 (30,957,334)
29,622,000 Swiss Franc .................. 11/6/00 (18,193,891)
19,377,800 Swiss Franc .................. 11/13/00 (11,909,558)
14,984,000 Swiss Franc .................. 11/20/00 (9,215,071)
33,158,400 Swiss Franc .................. 12/7/00 (20,424,111)
7,525,000 Swiss Franc .................. 12/11/00 (4,636,771)
45,226,200 Swiss Franc .................. 1/16/01 (27,959,692)

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<PAGE>

March 31, 2000

CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO SELL
7,849,500 Swiss Franc .................. 1/29/01 $ (4,858,483)
15,612,000 Swiss Franc .................. 2/12/01 (9,675,482)
30,988,080 Swiss Franc .................. 3/12/01 (19,253,843)
42,778,160 Swiss Franc .................. 3/26/01 (26,613,264)
25,619,930 Swiss Franc .................. 3/28/01 (15,941,880)
---------------
TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(CONTRACT AMOUNT $2,547,375,483) ............. $(2,513,323,351)
===============

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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

March 31, 2000

ASSETS
Investments, at value (Cost $2,368,925,810) (Note 1)
SEE ACCOMPANYING SCHEDULE ..................... $3,156,663,762
Cash and foreign currency (Cost $223,544) ........ 218,898
Receivable for Fund shares sold .................. 37,134,174
Net unrealized appreciation of forward exchange
contracts (Note 1) ............................ 34,546,905
Dividends and interest receivable ................ 9,653,226
Receivable for investment securities sold ........ 7,565,843
Prepaid expenses ................................. 9,622
--------------
TOTAL ASSETS .................................. 3,245,792,430
--------------
LIABILITIES
Payable for Fund shares redeemed ................. $6,497,182
Investment advisory fee payable (Note 2) ......... 2,058,994
Payable for investment securities purchased ...... 204,393
Custodian fees payable (Note 2) .................. 128,467
Transfer agent fees payable (Note 2) ............. 77,003
Accrued expenses and other payables .............. 322,197
----------
TOTAL LIABILITIES ............................. 9,288,236
--------------
NET ASSETS .......................................... $3,236,504,194
==============
NET ASSETS CONSIST OF
Undistributed net investment income. ............. $ 4,374,895
Accumulated net realized gain on securities, forward
exchange contracts and foreign currencies ..... 128,892,619
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets 822,230,809
Par value ........................................ 15,336
Paid-in capital in excess of par value ........... 2,280,990,535
--------------
TOTAL NET ASSETS .............................. $3,236,504,194
==============

NET ASSET VALUE, offering and redemption price per
share ($3,236,504,194 / 153,363,515
shares of common stock outstanding) ........... $21.10
======

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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------

For the Year Ended March 31, 2000

INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $7,174,419) .... $ 67,172,243
Interest (net of foreign withholding taxes of $194) ........... 9,787,437
------------
TOTAL INVESTMENT INCOME .................................... 76,959,680
------------
EXPENSES
Investment advisory fee (Note 2) ................. $38,723,126
Custodian fees (Note 2) .......................... 1,442,589
Administration fee (Note 2) ...................... 1,168,597
Transfer agent fees (Note 2) ..................... 677,099
Legal and audit fees ............................. 123,407
Directors' fees and expenses (Note 2) ............ 55,285
Other. ........................................... 544,008
-----------
TOTAL EXPENSES ............................................. 42,734,111
------------
NET INVESTMENT INCOME ............................................ 34,225,569
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(Notes 1 and 3):
Net realized gain (loss) on:
Securities ................................................. 97,708,035
Forward exchange contracts ................................. 32,333,768
Foreign currencies and net other assets .................... (287,063)
------------
Net realized gain on investments during the year .............. 129,754,740
------------
Net change in unrealized appreciation (depreciation) of:
Securities ................................................. 379,168,773
Forward exchange contracts ................................. 36,499,341
Foreign currencies and net other assets .................... (27,810)
------------
Net unrealized appreciation of investments during the year .... 415,640,304
------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS .................. 545,395,044
------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS .................................................... $579,620,613
============

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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

YEAR YEAR
ENDED ENDED
3/31/00 3/31/99
-------------- --------------
Net investment income ....................... $ 34,225,569 $ 31,526,397
Net realized gain on securities, forward
exchange contracts and currency transactions
during the year .......................... 129,754,740 197,166,019
Net unrealized appreciation (depreciation) of
securities, forward exchange contracts,
foreign currencies and net other assets
during the year .......................... 415,640,304 (176,604,854)
-------------- --------------
Net increase in net assets resulting
from operations .......................... 579,620,613 52,087,562
DISTRIBUTIONS:
Dividends to shareholders from net
investment income ..................... (38,718,066) (51,902,775)
Distributions to shareholders from net
realized gain on investments .......... (87,908,561) (135,825,791)
Net increase in net assets from Fund share
transactions (Note 4) .................... 193,936,237 197,274,233
-------------- --------------
Net increase in net assets .................. 646,930,223 61,633,229

NET ASSETS
Beginning of year. .......................... 2,589,573,971 2,527,940,742
-------------- --------------
End of year (including undistributed net
investment income of $4,374,895 and
$7,038,576, respectively) ................ $3,236,504,194 $2,589,573,971
============== ==============

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<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

For a Fund share outstanding throughout each year.

<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
3/31/00 3/31/99 3/31/98 3/31/97 3/31/96(a)
------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $18.08 $18.98 $15.46 $14.28 $11.52
------ ------ ------ ------ ------
Income from investment operations:
Net investment income (b) ........ 0.23 0.23 0.26 0.12 0.15
Net realized and unrealized gain
on investments ................ 3.64 0.24 4.62 2.18 2.81
------ ------ ------ ------ ------
Total from investment
operations .............. 3.87 0.47 4.88 2.30 2.96
------ ------ ------ ------ ------
DISTRIBUTIONS:
Dividends from net investment
income ..................... (0.26) (0.38) (0.79) (0.19) --
Dividends in excess of net
investment income .......... -- -- (0.08) (0.36) --
Distributions from net realized
gains ...................... (0.59) (0.99) (0.49) (0.57) (0.05)
Distributions in excess of net
realized gains ............. -- -- -- -- (0.15)
------ ------ ------ ------ ------
Total distributions ........ (0.85) (1.37) (1.36) (1.12) (0.20)
------ ------ ------ ------ ------
Net asset value, end of year ..... $21.10 $18.08 $18.98 $15.46 $14.28
====== ====== ====== ====== ======
Total return (c) ................. 21.68% 3.03% 33.09% 16.66% 25.88%
====== ===== ====== ====== ======
Ratios/Supplemental Data:
Net assets, end of year
(in 000's) $3,236,504 $2,589,574 $2,527,941 $1,441,210 $950,911
Ratio of operating expenses to
average net assets (d) ........ 1.38% 1.41% 1.42% 1.58% 1.60%
Ratio of net investment income
to average net assets ......... 1.10% 1.26% 1.05% 0.73% 1.15%
Portfolio turnover rate .......... 16% 23% 16% 20% 17%
</TABLE>
- ------------------------
(a) Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed income method does not accord with
results of operations.
(b) Net investment income for a Fund share outstanding, before the waiver of
fees by the administrator for the years ended March 31, 1998 and 1997 were
$0.26 and $0.11, respectively.
(c) Total return represents aggregate total return for the periods indicated.
(d) Annualized expense ratio before the waiver of fees by the administrator for
the years ended March 31, 1998 and 1997 were 1.43% and 1.58%, respectively.

- - - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - - - - - -

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Tweedy, Browne Global Value Fund (the "Fund") is a diversified series of
Tweedy, Browne Fund Inc. (the "Company"). The Company is an open-end management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The Company was organized as a
Maryland corporation on January 28, 1993. The Fund commenced operations on June
15, 1993. The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements.

PORTFOLIO VALUATION Generally, the Fund's investments are valued at market
value or, in the absence of market value, by the Investment Adviser or, at fair
value as determined by or under the direction of the Company's Board of
Directors. Portfolio securities and other assets, listed on a U.S. national
securities exchange or through any system providing for same day publication of
actual prices (and not subject to restrictions against sale by the Fund on such
exchange or system) are valued at the last quoted sale price prior to the close
of regular trading. Portfolio securities and other assets listed on a foreign
exchange or through any system providing for same day publication of actual
prices are valued at the last quoted sale price available before the time when
assets are valued. Portfolio securities and other assets for which there are no
reported sales on the valuation date are valued at the mean between the last
asked price and the last bid price prior to the close of regular trading. When
the Investment Adviser determines that the last sale price prior to valuation
does not reflect current market value, the Investment Adviser will determine the
market value of those securities or assets in accordance with industry practice
and other factors considered relevant by the Investment Adviser. All other
securities and assets for which current market quotations are not readily
available and those securities which are not readily marketable due to
significant legal or contractual restrictions will be valued at fair value as

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39

<PAGE>

determined by the Investment Advisor under the direction of the Board of
Directors. Debt securities purchased with a remaining maturity of 60 days or
less are valued at amortized cost, which approximates market value, or by
reference to other factors (i.e., pricing services or dealer quotations) by the
Investment Adviser.

REPURCHASE AGREEMENTS The Fund engages in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund takes
possession of an underlying debt obligation subject to an obligation of the
seller to repurchase, and the Fund to resell, the obligation at an agreed-upon
price and time, thereby determining the yield during the Fund's holding period.
This arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. The value of the collateral is at
all times at least equal to the total amount of the repurchase obligations,
including interest. In the event of counterparty default, the Fund has the right
to use the collateral to offset losses incurred. There is potential loss to the
Fund in the event the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities, including the risk of a possible decline
in the value of the underlying securities during the period while the Fund seeks
to assert its rights. The Fund's Investment Adviser reviews the value of the
collateral and the creditworthiness of those banks and dealers with which the
Fund enters into repurchase agreements to evaluate potential risks.

FOREIGN CURRENCY The books and records of the Fund are maintained in U.S.
dollars. Foreign currencies, investments and other assets and liabilities are
translated into U.S. dollars at the exchange rates prevailing at the end of the
period, and purchases and sales of investment securities, income and expenses
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates have
been included in the unrealized appreciation (depreciation) of currencies and
net other assets. Net realized foreign currency gains and losses resulting from
changes in exchange rates include foreign currency gains and losses between
trade date and settlement date on

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40
<PAGE>

investments, securities transactions, foreign currency transactions and the
difference between the amounts of interest and dividends recorded on the books
of the Fund and the amount actually received. The portion of foreign currency
gains and losses related to fluctuation in the exchange rates between the
initial purchase trade date and subsequent sale trade date is included in
realized gains and losses on investment securities sold.

FORWARD EXCHANGE CONTRACTS The Fund has entered into forward exchange
contracts for non-trading purposes in order to reduce its exposure to
fluctuations in foreign currency exchange on its portfolio holdings. Forward
exchange contracts are valued at the forward rate and are marked-to-market
daily. The change in market value is recorded by the Fund as an unrealized gain
or loss. When the contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the time that it
was opened and the value of the contract at the time that it was closed.

The use of forward exchange contracts does not eliminate fluctuations in
the underlying prices of the Fund's investment securities, but it does establish
a rate of exchange that can be achieved in the future. Although forward exchange
contracts limit the risk of loss due to a decline in the value of the hedged
currency, they also limit any potential gain that might result should the value
of the currency increase. In addition, the Fund could be exposed to risks if the
counterparties to the contracts are unable to meet the terms of their contracts.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME Securities transactions are
recorded as of the trade date. Realized gains and losses from securities
transactions are recorded on the identified cost basis. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Interest
income is recorded on the accrual basis. Dividend income and interest income may
be subject to foreign withholding taxes. The Fund's custodian applies for
refunds where available.

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41

<PAGE>

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment
income, if any, and distributions from realized capital gains after utilization
of capital loss carryforwards, if any, will be declared and paid annually.
Additional distributions of net investment income and capital gains from the
Fund may be made at the discretion of the Board of Directors in order to avoid
the application of a 4% non-deductible Federal excise tax on certain
undistributed amounts of ordinary income and capital gains. Income distributions
and capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and gains
on various investment securities held by the Fund, timing differences and
differing characterization of distributions made by the Fund.

FEDERAL INCOME TAXES The Fund intends to qualify as a regulated investment
company, if such qualification is in the best interest of its shareholders, by
complying with the requirements of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and by distributing
substantially all of its taxable income to its shareholders. Therefore, no
Federal income tax provision is required.

EXPENSES Expenses directly attributable to each Fund as a diversified
series of the Company are charged to that Fund. Other expenses of the Company
are allocated to each Fund based on the average net assets of each Fund.

2. INVESTMENT ADVISORY FEE, OTHER RELATED PARTY TRANSACTIONS AND ADMINISTRATION
FEE

The Company, on behalf of the Fund, has entered into an investment advisory
agreement (the "Advisory Agreement") with Tweedy, Browne Company LLC ("Tweedy,
Browne"). Under the Advisory Agreement, the Company pays Tweedy, Browne a fee at
the annual rate of 1.25% of the value of its average daily net assets. The fee
is payable monthly, provided the Fund will make such interim payments as may be
requested by the Investment Adviser not to exceed 75% of the amount of the fee
then accrued on the books of the Fund and unpaid.

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42

<PAGE>

The current and retired managing directors and their families, as well as
employees of Tweedy, Browne, the Investment Adviser to the Fund, have
approximately $46.4 million of their own money invested in the Fund.

The Company, on behalf of the Fund, has entered into an administration
agreement (the "Administration Agreement") with PFPC Inc. (formerly known as
First Data Investor Services Group, Inc.) (the "Administrator"), an indirect,
majority-owned subsidiary of PNC Financial Services Group Inc. Under the
Administration Agreement, the Company pays the Administrator an administrative
fee and a fund accounting fee computed daily and payable monthly at the
following annual rates of the value of the average daily net assets of the Fund:

FEES ON ASSETS
-----------------------------------------------
BETWEEN
$500 MILLION
UP TO AND EXCEEDING
$500 MILLION $1 BILLION $1 BILLION
- --------------------------------------------------------------------------------
Administration Fees 0.06% 0.04% 0.02%
- --------------------------------------------------------------------------------

UP TO EXCEEDING
$100 MILLION $100 MILLION
- --------------------------------------------------------------------------------
Accounting Fees 0.03% 0.01%
- --------------------------------------------------------------------------------

Under the terms of the Administration Agreement, the Company will pay for
fund administration services a minimum fee of $40,000 per annum, not to be
aggregated with fees for fund accounting services. The Company will pay a
minimum monthly fee of $4,000 for fund accounting services for the Fund, not to
be aggregated with fees for fund administration services.

No officer, director or employee of Tweedy, Browne, the Administrator or
any parent or subsidiary of those corporations receives any compensation from
the Company for serving as a director or officer of the Company. The Fund pays
each director who is not an officer, director or employee of Tweedy, Browne, the
Administrator or any of their affiliates $8,000 per annum plus $500 per Regular
or Special Board Meeting attended in person or by telephone, plus out-of-pocket
expenses.

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43
<PAGE>

Boston Safe Deposit and Trust Company ("Boston Safe"), an indirect wholly
owned subsidiary of Mellon Trust, serves as the Fund's custodian pursuant to a
custody agreement (the "Custody Agreement"). PFPC Inc. serves as the Fund's
transfer agent. Tweedy, Browne also serves as the distributor to the Fund and
pays all distribution fees. No distribution fees are paid by the Fund.

3. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of investment securities,
excluding short-term investments, for the year ended March 31, 2000, aggregated
$483,240,803 and $469,834,648, respectively.

At March 31, 2000, the aggregate gross unrealized appreciation for all
securities, in which there was an excess of value over tax cost, was
$980,524,006 and the aggregate gross unrealized depreciation for all securities,
in which there was an excess of tax cost over value, was $192,787,580.

4. CAPITAL STOCK

The Company is authorized to issue one billion shares of $0.0001 par value
capital stock, of which 600,000,000 of the unissued shares have been designated
as shares of the Fund. Changes in shares outstanding for the Fund were as
follows:

-------------------------------------------------------------
YEAR ENDED 3/31/00 YEAR ENDED 3/31/99
-------------------------------------------------------------
SHARES AMOUNT SHARES AMOUNT
- --------------------------------------------------------------------------------
Sold 103,466,727 $ 2,114,976,918 68,156,263 $1,217,805,048
Reinvested 5,919,140 117,469,197 10,128,684 170,060,040
Redeemed (99,258,702) (2,038,509,878) (68,246,032) (1,190,590,855)
- --------------------------------------------------------------------------------
Net Increase 10,127,165 $ 193,936,237 10,038,915 $ 197,274,233
- --------------------------------------------------------------------------------

5. FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments
involves economic and political risks and considerations not typically

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44

<PAGE>

associated with investing in U.S. companies and the U.S. Government. These
considerations include changes in exchange rates and exchange rate controls
(which may include suspension of the ability to transfer currency from a given
country), costs incurred in conversions between currencies, non-negotiable
brokerage commissions, less publicly available information, different accounting
standards, lower trading volume, delayed settlements and greater market
volatility, the difficulty of enforcing obligations in other countries, less
securities regulation, different tax provisions (including withholding on
dividends paid to the Fund), war, expropriation, political and social
instability and diplomatic developments.

6. LINE OF CREDIT

The Company and Mellon Trust, N.A. (the "Bank") entered into a Line of
Credit Agreement (the "Agreement") which, as amended effective September 29,
1999, provides the Company, on behalf of the Fund and the Tweedy, Browne
American Value Fund, with a $100 million line of credit (the "Commitment")
primarily for temporary or emergency purposes, including the meeting of
redemption requests that might otherwise require the untimely disposition of
securities. As a temporary measure, the Commitment was increased to $300 million
for the period December 1, 1999 through January 31, 2000. The Fund may borrow up
to one-third of its net assets; provided, however, that the total Commitment
available to the Fund is reduced by any borrowings of the Tweedy, Browne
American Value Fund. Interest is payable at the Bank's money market rate plus
0.75% on an annualized basis. Under the Agreement, the Company pays a facility
fee equal to 0.10% annually of the unutilized Commitment and, during the period
December 1, 1999 through January 31, 2000, a facility fee equal to 0.11%
annually of the unutilized increase in the Commitment. The Agreement requires,
among other provisions, the Fund to maintain a ratio of net assets (not
including funds borrowed pursuant to the Agreement) to aggregated amount of
indebtedness pursuant to the Agreement of no less than three to one. For the
year ended March 31, 2000, the Company did not borrow, on behalf of the Fund,
under the Agreement.

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45

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Shareholders and the Board of Directors of
Tweedy, Browne Fund Inc.

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments and the schedule of forward exchange
contracts, of Tweedy, Browne Global Value Fund (the "Fund") (a series of Tweedy,
Browne Fund Inc.) as of March 31, 2000, the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended and financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of March 31, 2000 by correspondence with the
custodian and brokers, or by other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Tweedy, Browne Global Value Fund, a series of Tweedy, Browne Fund Inc., at March
31, 2000, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Boston, Massachusetts
May 8, 2000

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46

<PAGE>

TWEEDY, BROWNE GLOBAL VALUE FUND
- --------------------------------------------------------------------------------
TAX INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------

YEAR ENDED MARCH 31, 2000

For the fiscal year ended March 31, 2000, the amount of long-term capital
gain designated by the Fund was $83,584,944, which is taxable as a 20% rate gain
for Federal income tax purposes.

Of the ordinary income (including short-term capital gain) distributions
made by the Fund during the fiscal year ended March 31, 2000, 12.73% qualify for
the dividend received deduction available to corporate shareholders.

If the Fund meets the requirements of Section 853 of the Internal Revenue
Code of 1986, as amended, the Fund may elect to pass through to its shareholders
credits for foreign taxes paid.

For the fiscal year ended March 31, 2000, the Fund derived $84,134,293 of
gross income from foreign sources and paid foreign taxes of $7,174,613
(representing $0.55 and $0.05 per share, respectively).

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47

<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
PORTFOLIO HIGHLIGHTS
- --------------------------------------------------------------------------------

March 31, 2000

HYPOTHETICAL ILLUSTRATION OF $10,000 INVESTED IN
TWEEDY, BROWNE AMERICAN VALUE FUND VS.
STANDARD & POOR'S 500 STOCK INDEX ("S&P 500") AND
MORNINGSTAR MID-CAP VALUE FUNDS ("MMCV") AVERAGE
12/8/93 THROUGH 3/31/00

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC:

TWEEDY, BROWNE S&P 500 MMCV
DATE AMERICAN VALUE INDEX AVERAGE
- ---- -------------- ------- -------
12/8/93 $10,000.0 $10,120.9 $10,257.5
10,120.0 10,464.7 10,577.0
10,030.0 10,180.8 10,400.5
3/31/94 9,710.0 9,737.7 10,005.6
9,780.0 9,862.5 10,087.2
9,950.0 10,023.8 10,140.0
6/30/94 9,820.0 9,778.4 9,941.5
9,970.0 10,099.3 10,219.6
10,410.0 10,512.4 10,611.1
9/30/94 10,260.0 10,255.6 10,417.9
10,290.0 10,485.7 10,463.8
9,940.0 10,104.2 10,040.7
12/31/94 9,884.0 10,253.8 10,118.1
10,135.6 10,519.6 10,244.4
10,467.8 10,929.1 10,603.8
3/31/95 10,779.8 11,251.1 10,849.8
11,242.8 11,582.2 11,127.0
11,625.3 12,044.4 11,455.3
6/30/95 11,977.6 12,323.7 11,694.3
12,249.3 12,732.2 12,100.5
12,551.3 12,763.9 12,250.2
9/30/95 13,064.6 13,302.3 12,509.9
12,662.0 13,254.8 12,259.1
13,064.6 13,836.0 12,763.8
12/31/95 13,463.2 14,102.5 12,968.0
13,900.1 14,581.9 13,251.4
14,072.8 14,717.6 13,468.8
3/31/96 14,519.9 14,859.3 13,679.2
14,733.3 15,078.2 13,987.4
14,977.2 15,466.3 14,211.1
6/30/96 14,997.5 15,525.3 14,091.8
14,438.6 14,839.8 13,445.9
14,743.4 15,153.3 13,905.2
9/30/96 15,170.2 16,005.4 14,381.6
15,434.4 16,446.7 14,580.5
16,379.4 17,688.7 15,443.5
12/31/96 16,485.3 17,338.3 15,541.7
17,022.8 18,420.9 15,990.4
17,602.6 18,565.6 16,131.1
3/31/97 17,096.6 17,804.2 15,687.0
17,497.2 18,866.1 15,958.9
18,614.5 20,019.5 17,036.9
6/30/97 19,773.9 20,909.5 17,631.0
21,323.4 22,572.8 18,784.4
20,627.7 21,309.2 18,612.1
9/30/97 21,997.9 22,475.6 19,606.2
21,312.8 21,725.8 18,843.7
22,008.5 22,730.7 19,111.9
12/31/97 22,892.4 23,120.8 19,471.6
22,686.4 23,376.3 19,317.3
24,128.7 25,061.3 20,616.1
3/31/98 24,985.4 26,343.6 21,508.3
25,191.4 26,613.4 21,607.7
25,072.1 26,156.6 21,020.2
6/30/98 25,755.3 27,218.3 20,850.1
25,343.2 26,930.6 19,812.4
21,558.6 23,039.8 16,830.6
9/30/98 21,992.3 24,517.0 17,519.5
23,185.2 26,508.2 18,758.5
24,399.8 28,114.1 19,546.3
12/31/98 25,087.1 29,733.1 20,009.6
24,690.0 30,976.0 19,931.6
24,116.3 30,013.4 19,288.6
3/31/99 24,712.1 31,213.9 19,780.2
26,366.9 32,422.7 21,623.2
26,311.7 31,657.9 21,784.2
6/30/99 27,745.9 33,413.7 22,431.9
26,962.6 32,371.3 21,854.9
26,256.6 32,211.1 21,076.7
9/30/99 25,716.0 31,329.1 20,196.5
26,035.9 33,310.8 20,572.4
25,826.3 33,987.9 20,682.7
12/30/99 25,589.9 35,986.9 21,436.8
24,777.7 34,179.1 20,439.5
22,981.7 33,532.8 19,860.2
3/31/00 25,017.9 36,811.1 21,969.2

- --------------------------------------------------------------------------------
THE S&P 500 IS AN INDEX COMPOSED OF 500 WIDELY HELD COMMON STOCKS LISTED ON THE
NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE AND OVER-THE-COUNTER MARKET AND
INCLUDES THE REINVESTMENT OF DIVIDENDS.

MMCV AVERAGE CONSISTS OF THE AVERAGE RETURNS OF ALL MUTUAL FUNDS IN THE
MORNINGSTAR UNIVERSE CLASSIFIED AS VALUE FUNDS WITH MEDIAN MARKET
CAPITALIZATIONS GREATER THAN OR EQUAL TO $1 BILLION BUT LESS THAN OR EQUAL TO $5
BILLION.

INDEX AND AVERAGE INFORMATION IS AVAILABLE AT MONTH END ONLY; THEREFORE, THE
CLOSEST MONTH END TO INCEPTION DATE OF THE FUND, NOVEMBER 30, 1993, HAS BEEN
USED.
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN* | AGGREGATE TOTAL RETURN*
---------------------------- | -----------------------
| YEAR INCEPTION
WITHOUT | ENDED (12/8/93)-
THE FUND ACTUAL WAIVERS** | 3/31/00 3/31/00
- -------- ------ --------- | ------- ---------
Inception (12/8/93) | The Fund 1.24% 150.18%
through 3/31/00 15.63% 15.47% | S&P 500 17.93% 268.11%
Year Ended 3/31/00 1.24% 1.24% | MMCV 11.14% 119.69%
- --------------------------------------------------------------------------------

* ASSUMES THE REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS.
** SEE NOTE 2 TO FINANCIAL STATEMENTS.

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48

<PAGE>

March 31, 2000

In accordance with rules and guidelines set out by the Securities and
Exchange Commission, we have provided a comparison of the historical investment
results of Tweedy, Browne American Value Fund to the historical investment
results of the most appropriate broad-based securities market indexes, including
the Standard & Poor's 500 Stock Index (the "S&P 500") and the Morningstar
Mid-Cap Value Funds (the "MMCV") Average. However, the historical results of the
S&P 500 and MMCV in large measure represent the investment results of stocks
that we do not own. Any portfolio which does not own exactly the same stocks in
exactly the same proportions as the index to which the particular portfolio is
being compared is not likely to have the same results as the index. The
investment behavior of a diversified portfolio of undervalued stocks tends to be
correlated to the investment behavior of a broad index; i.e., when the index is
up, probably more than one-half of the stocks in the entire universe of public
companies that are included in the same index will be up, albeit, in greater or
lesser percentages than the index. Similarly, when the index declines, probably
more than one half of the stocks in the entire universe of public companies that
are included in the index will be down in greater or lesser percentages than the
index. But it is almost a mathematical truth that "different stocks equal
different results."

Favorable or unfavorable historical investment results in comparison to an
index are not necessarily predictive of future comparative investment results.
In ARE SHORT-TERM PERFORMANCE AND VALUE INVESTING MUTUALLY EXCLUSIVE?, Eugene
Shahan analyzed the investment performance of seven money managers, about whom
Warren Buffett wrote in his article, THE SUPER INVESTORS OF GRAHAM AND
DODDSVILLE. Over long periods of time, the seven managers significantly
outperformed the market as measured by the Dow Jones Industrial Average (the
"DJIA") or the S&P 500 by between 7.7% and 16.5% annually. (The goal of most
institutional money managers is to outperform the market by 2% to 3%.) However,
for periods ranging from 13 years to 28 years, this group of managers
underperformed the market between 7.7% and 42% of the years. Six of the seven
investment managers underperformed the market between 28% and 42% of the years.
In today's environment, they would have lost many of their clients during their
periods of underperformance. Longer term, it would have been the wrong decision
to fire any of those money

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49

<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
PERSPECTIVE ON ASSESSING INVESTMENT RESULTS
- --------------------------------------------------------------------------------
managers. In examining the seven long-term investment records, unfavorable
investment results as compared to either index did not predict the future
favorable comparative investment results which occurred, and favorable
investment results in comparison to the DJIA or the S&P 500 were not always
followed by future favorable comparative results. Stretches of consecutive
annual underperformance ranged from one to six years. Mr. Shahan concluded:

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50

<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
- --------------------------------------------------------------------------------

March 31, 2000

[Graphic of America outline omitted]
MARKET
VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--DOMESTIC--77.3%
ADVERTISING--0.5%
11,580 Grey Advertising Inc. ............................. $ 4,666,740
------------
AUTOMOTIVE PARTS--1.4%
739,000 Dollar Thrifty Automotive Group Inc.+ ............. 12,701,563
5,200 Woodward Governor Company ......................... 118,625
------------
12,820,188
------------
BANKING--7.1%
45,300 BancFirst Corporation ............................. 1,177,800
20,400 Cape Cod Bank & Trust Company ..................... 265,200
112,650 Comerica Inc. ..................................... 4,717,219
4,500 Community Financial Group-Bank of Nashville ....... 60,891
20,400 First Mortgage Corporation+ ....................... 62,067
100,000 First Union Corporation ........................... 3,725,000
927,295 Hibernia Corporation, Class A ..................... 9,736,598
44,642 Mid-America Bancorp ............................... 1,160,692
246,700 PNC Bank Corporation .............................. 11,116,919
802,520 Popular Inc. ...................................... 17,830,991
360,000 Wells Fargo & Company ............................. 14,737,500
------------
64,590,877
------------
BASIC INDUSTRIES--4.7%
140,000 ACX Technologies Inc.+ ............................ 577,500
215,700 Gorman-Rupp Company ............................... 3,397,275
617,700 Rayonier, Inc. .................................... 30,112,875
70,200 Sequa Corporation, Class A+ ....................... 2,781,675
64,000 Tecumseh Products Company, Class A ................ 2,818,000
66,100 Tecumseh Products Company, Class B ................ 2,831,972
------------
42,519,297
------------
BROADCAST, RADIO & TV--3.2%
668,060 Comcast Corporation, Class A+ ..................... 28,956,226
------------
BUSINESS AND COMMERCIAL SERVICES--1.2%
93,400 HUB Group Inc., Class A+ .......................... 1,485,644
5,200 IIC Industries Inc.+ .............................. 53,463
31,500 Navigators Group Inc. ............................. 322,875
143,100 Primark Corporation+ .............................. 3,452,288
458,900 Wallace Computer Services Inc. .................... 5,420,756
------------
10,735,026
------------
CHEMICALS--1.6%
307,000 International Specialty Products Inc.+ ............ 1,976,313
727,700 Lilly Industries Inc., Class A .................... 9,005,288

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<PAGE>

March 31, 2000

VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--DOMESTIC
CHEMICALS--(CONTINUED)
232,900 Oil-Dri Corporation of America .................... $ 1,761,306
77,500 Stepan Chemical Company ........................... 1,680,781
------------
14,423,688
------------
CONSUMER NON-DURABLES--2.4%
130,400 Coca-Cola Bottling Company ........................ 6,907,125
347,500 M & F Worldwide Corporation+ ...................... 1,520,313
778,295 UST Inc. .......................................... 12,160,859
57,200 Village Super Market Inc., Class A+ ............... 759,687
------------
21,347,984
------------
CONSUMER SERVICES--1.8%
509,200 Bell & Howell Company+ ............................ 15,912,500
------------
ELECTRONIC EQUIPMENT--0.2%
115,000 Regal Beloit ...................................... 2,012,500
------------
ENGINEERING AND CONSTRUCTION--0.5%
107,300 Harding Lawson Associates Group Inc.+ ............. 1,143,416
150,500 Hovnanian Enterprises Inc., Class A+ .............. 921,813
22,900 Liberty Homes Inc., Class A ....................... 168,887
10,000 Liberty Homes Inc., Class B ....................... 75,000
268,000 RDO Equipment Company, Class A+ ................... 1,541,000
158,000 Washington Homes Inc.+ ............................ 898,625
------------
4,748,741
------------
FINANCIAL SERVICES--18.8%
291,330 American Express Company .......................... 43,389,962
980,300 Credit Acceptance Corporation+ .................... 5,299,747
789,380 Federal Home Loan Mortgage Corporation ............ 34,880,729
623,500 Household International Inc. ...................... 23,264,344
41,600 Kent Financial Services Inc.+ ..................... 185,900
858,700 MBIA Inc. ......................................... 44,706,069
756,000 Phoenix Duff & Phelps Corporation ................. 5,859,000
4,400 ReliaStar Financial Corporation ................... 149,050
441,200 Torchmark Corporation ............................. 10,202,750
29,800 Value Line Inc. ................................... 1,121,225
39,004 Whitney Holding Corporation ....................... 1,262,754
------------
170,321,530
------------
FOOD AND BEVERAGES--2.8%
1,456,650 Panamerican Beverages Inc., Class A ............... 25,673,456
------------
FURNITURE--1.1%
375,440 HON Industries Inc. ............................... 9,667,580
------------

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<PAGE>

March 31, 2000

VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--DOMESTIC
HEALTH CARE--2.8%
83,412 Johnson & Johnson ................................. $ 5,844,053
1,555,000 Quorum Health Group, Inc.+ ........................ 15,695,781
269,800 Sola International Inc. ........................... 1,652,525
155,500 Spacelabs Medical Inc.+ ........................... 2,488,000
------------
25,680,359
------------
INSURANCE--9.7%
408,900 21st Century Insurance Group ...................... 8,791,350
463,500 American Annuity Group Inc. ....................... 7,068,375
77,400 American Indemnity Financial Corporation .......... 77,400
165,125 American National Insurance Company ............... 9,535,969
16,520 Kansas City Life Insurance Company ................ 397,513
119,000 Leucadia National Corporation ..................... 2,826,250
21,600 Merchants Group Inc. .............................. 326,700
110,000 National Western Life Insurance Company, Class A+ . 9,075,000
278,000 SCPIE Holdings Inc. ............................... 8,513,750
486,000 Transatlantic Holdings Inc. ....................... 41,553,000
------------
88,165,307
------------
METALS AND METAL PRODUCTS--0.2%
100,000 Schnitzer Steel Industries Inc. ................... 1,787,500
------------
OIL AND GAS--0.3%
41,460 Matrix Service Company+ ........................... 220,256
153,500 Penn Virginia Corporation ......................... 2,628,687
------------
2,848,943
------------
PRINTING AND PUBLISHING--2.3%
276,159 Central Newspapers Inc., Class A .................. 9,285,846
1,080,100 Hollinger International Inc. ...................... 11,611,075
------------
20,896,921
------------
REAL ESTATE--3.4%
560,100 Castle & Cooke Inc.+ .............................. 9,416,681
675,000 Federated Investors, Inc., Class B ................ 18,435,938
361,693 HomeFed Corporation+ .............................. 231,484
108,000 Koger Equity Inc. ................................. 1,863,000
13,200 Mays (J.W) Inc.+ .................................. 75,900
55,225 Ramco-Gershenson Properties Trust ................. 786,956
------------
30,809,959
------------
RESTAURANT CHAINS--3.4%
809,000 McDonald's Corporation ............................ 30,388,063
------------

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<PAGE>

March 31, 2000

VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--DOMESTIC
RETAIL--1.8%
217,000 Discount Auto Parts Inc.+ ......................... $ 1,939,437
117,900 EZCORP Inc., Class A .............................. 467,916
54,500 Friedman's Inc., Class A .......................... 338,070
115,100 Government Technology Services Inc.+ .............. 399,253
130,100 Swiss Army Brands Inc.+ ........................... 609,844
182,700 Syms Corporation+ ................................. 730,800
824,500 Value City Department Stores, Inc.+ ............... 11,439,937
------------
15,925,257
------------
TELECOMMUNICATIONS--2.2%
93,600 Commonwealth Telephone Enterprises Inc.+ .......... 4,396,275
280,800 RCN Corporation+ .................................. 15,119,325
------------
19,515,600
------------
TRANSPORTATION/TRANSPORTATION SERVICES--3.9%
650,400 GATX Corporation .................................. 24,715,200
800,000 Wisconsin Central Transportation Corporation+ ..... 9,775,000
34,900 XTRA Corporation+ ................................. 1,326,200
------------
35,816,400
------------
TOTAL COMMON STOCKS--DOMESTIC
(COST $586,795,029) ............................... 700,230,642
------------
COMMON STOCKS--FOREIGN--17.2%
HONG KONG--0.1%
1,244,312 CDL Hotels International Ltd. ..................... 371,541
280,000 Jardine Strategic Holdings Ltd. ................... 571,200
------------
942,741
------------
JAPAN--4.9%
67,000 Amatsuji Steel Ball Manufacturing Company ......... 652,481
33,000 CCI Corporation ................................... 215,319
247,700 Chofu Seisakusho Company .......................... 3,451,903
61,000 Denyo Company Ltd. ................................ 431,874
93,000 Fuji Coca-Cola Bottling Company ................... 919,268
326,000 Fujitec Company Ltd. .............................. 2,746,165
293,000 Fukuda Denshi ..................................... 5,478,502
65,000 Hitachi Medical Corporation ....................... 715,927
109,000 Inabi Denkisangyo Company Ltd. .................... 1,189,940
112,000 Katsuragawa Electric Company ...................... 357,754
130,000 Koito Manufacturing ............................... 676,048
95,000 Matsumoto Yushi-Seiyaku Company ................... 1,942,835

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<PAGE>

March 31, 2000

VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--FOREIGN
JAPAN--(CONTINUED)
23,000 Nankai Plywood Company Ltd. ....................... $ 94,522
107,000 Nippon Cable System ............................... 1,156,644
118,000 Nippon Konpo Unyu Soko ............................ 698,680
52,000 Nitto FC Company .................................. 202,561
119,000 Riken Vitamin ..................................... 1,547,110
19,000 Sangetsu Company Ltd. ............................. 366,363
31,000 Sanko Sangyo Company .............................. 261,138
130,600 Sanyo Shinpan Finance Company Ltd. ................ 4,222,545
63,800 Shikoku Coca-Cola Bottling ........................ 701,468
220,000 Sonton Food Industry .............................. 2,333,155
186,000 Tachi-S ........................................... 905,682
88,600 Takefuji Corporation. ............................. 9,491,162
13,000 Tomita Electric Company Ltd. ...................... 44,310
162,000 Torishima Pump Manufacturing ...................... 769,888
188,000 Tsubaki Nakashima Company Ltd. .................... 2,013,926
113,000 U- Shin ........................................... 517,213
10,000 Zojirushi ......................................... 48,693
------------
44,153,076
------------
NETHERLANDS--1.7%
218,600 Akzo Nobel NV, Sponsored ADR ...................... 9,420,294
36,500 Telegraaf Holdingmaatschappi j De Telegraaf NV .... 1,144,631
107,857 Unilever NV, ADR .................................. 5,190,618
------------
15,755,543
------------
SPAIN--0.0%++
32,000 Unipapel SA ....................................... 312,544
------------
SWEDEN--5.2%
804,300 Pharmacia & Upjohn Inc., Depository Shares ........ 46,615,278
------------
SWITZERLAND--1.4%
134,000 Nestle SA, Registered, ADR ........................ 12,010,708
10,666 Novartis AG, ADR .................................. 729,524
------------
12,740,232
------------
UNITED KINGDOM--3.9%
321,030 Caradon PLC ....................................... 713,181
274,000 Carclo Engineering Group PLC ...................... 567,249
326,000 Diageo PLC, Sponsored ADR ......................... 9,820,750
150,000 Dowding & Mills PLC ............................... 85,995
163,670 Glaxo Wellcome PLC, Units, Sponsored ADR .......... 9,380,337
142,000 Hardys & Hansons PLC .............................. 471,492
189,385 McAlpine (Alfred) PLC ............................. 585,096

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<PAGE>

March 31, 2000

VALUE
SHARES (NOTE 1)
------ --------
COMMON STOCKS--FOREIGN
UNITED KINGDOM--(CONTINUED)
63,800 SmithKline Beecham PLC, Units, ADR ................ $ 4,214,787
364,000 Unilever PLC, Sponsored ADR ....................... 9,509,500
------------
35,348,387
------------
TOTAL COMMON STOCKS--FOREIGN
(COST $108,417,064) ............................... 155,867,801
------------
FACE
VALUE
-----
COMMERCIAL PAPER--2.8%
(COST $25,000,000)
$ 25,000,000 General Electric Capital Corporation,
6.180% due 4/3/00 ............................... 25,000,000
------------
U.S. TREASURY BILL--0.1%
(COST $1,014,790)
1,061,000 5.980%** due 1/4/01 ............................... 1,012,926
------------
REPURCHASE AGREEMENT--1.4%
(COST $12,635,000)
12,635,000 Agreement with Warburg Dillon Read, 6.060% dated
3/31/00, to be repurchased at $12,641,381 on 4/3/00,
collateralized by $11,947,000 U.S. Treasury Bonds,
6.500% due 11/15/26 (market value $12,887,826) .... 12,635,000
------------
TOTAL INVESTMENTS (COST $733,861,883*) .................. 98.8% 894,746,369
OTHER ASSETSANDLIABILITIES (NET) ........................ 1.2 11,192,089
----- ------------
NET ASSETS .............................................. 100.0% $905,938,458
===== ============
- ------------------------
* AGGREGATE COST FOR FEDERAL TAX PURPOSES IS $733,785,482.
** RATE REPRESENTS ANNUALIZED YIELD AT DATE OF PURCHASE (UNAUDITED).
+ NON-INCOME PRODUCING SECURITY.
++ AMOUNT REPRESENTS LESS THAN 0.1% OF NET ASSETS.

ABBREVIATION:
ADR--AMERICAN DEPOSITORY RECEIPT

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF FORWARD EXCHANGE CONTRACTS
- --------------------------------------------------------------------------------

March 31, 2000
CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO BUY
1,300,000 European Economic Union Euro ....... 4/25/00 $ 1,246,907
3,916,100 Hong Kong Dollar ................... 4/25/00 502,995
1,138,950,000 Japanese Yen ....................... 4/25/00 11,143,443
2,238,708,000 Japanese Yen ....................... 5/1/00 21,929,205
230,000,000 Japanese Yen ....................... 6/12/00 2,268,744
4,206,250 Singapore Dollar ................... 6/12/00 2,475,453
20,000,000 Swedish Krona ...................... 7/24/00 2,334,987
1,446,530 Swiss Franc ........................ 4/25/00 872,261
1,250,000 Swiss Franc ........................ 1/16/01 772,774
-------------
TOTAL FORWARD EXCHANGE CONTRACTS TO BUY
(CONTRACT AMOUNT $43,053,549) ...................... $ 43,546,769
=============
FORWARD EXCHANGE CONTRACTS TO SELL
9,191,176 European Economic Union Euro ....... 4/25/00 $ (8,815,806)
382,080 European Economic Union Euro ....... 12/7/00 (372,395)
401,889 European Economic Union Euro ....... 3/26/01 (394,755)
101,163 European Economic Union Euro ....... 3/28/01 (99,381)
631,832 Great Britain Pound Sterling ....... 7/3/00 (1,006,662)
1,360,965 Great Britain Pound Sterling ....... 9/11/00 (2,171,172)
972,290 Great Britain Pound Sterling ....... 1/16/01 (1,552,207)
1,583,983 Great Britain Pound Sterling ....... 3/7/01 (2,529,206)
2,460,723 Great Britain Pound Sterling ....... 3/12/01 (3,929,203)
4,339,077 Great Britain Pound Sterling ....... 3/26/01 (6,928,854)
94,464 Great Britain Pound Sterling ....... 3/28/01 (150,848)
7,832,200 Hong Kong Dollar ................... 4/25/00 (1,005,990)
1,966,550 Hong Kong Dollar ................... 9/11/00 (252,631)
933,948 Hong Kong Dollar ................... 3/28/01 (119,995)
3,132,725 Japanese Yen ....................... 4/3/00 (30,514)
8,143,680 Japanese Yen ....................... 4/4/00 (79,340)
2,035,920 Japanese Yen ....................... 4/5/00 (19,839)
1,138,950,000 Japanese Yen ....................... 4/25/00 (11,143,443)
2,238,708,000 Japanese Yen ....................... 5/1/00 (21,929,205)
980,645,000 Japanese Yen ....................... 6/12/00 (9,673,183)
342,660,000 Japanese Yen ....................... 6/16/00 (3,382,273)
1,210,387,500 Japanese Yen ....................... 6/23/00 (11,961,143)
784,420,000 Japanese Yen ....................... 7/24/00 (7,794,668)
659,392,000 Japanese Yen ....................... 9/11/00 (6,610,408)
299,052,000 Japanese Yen ....................... 1/16/01 (3,069,134)
202,480,000 Japanese Yen ....................... 3/7/01 (2,097,098)
4,206,250 Singapore Dollar ................... 6/12/00 (2,475,453)
40,940,000 Swedish Krona ...................... 7/24/00 (4,779,718)
16,342,400 Swedish Krona ...................... 8/28/00 (1,912,072)
82,655,000 Swedish Krona ...................... 12/7/00 (9,727,757)
43,120,000 Swedish Krona ...................... 3/7/01 (5,100,801)
34,756,930 Swedish Krona ...................... 3/26/01 (4,115,925)
2,540,850 Swedish Krona ...................... 3/28/01 (300,915)

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<PAGE>

March 31, 2000
CONTRACT MARKET
VALUE VALUE
CONTRACTS DATE (NOTE 1)
--------- -------- --------
FORWARD EXCHANGE CONTRACTS TO SELL
1,446,530 Swiss Franc ........................ 4/25/00 $ (872,261)
10,552,780 Swiss Franc ........................ 1/16/01 (6,523,928)
798,100 Swiss Franc ........................ 3/26/01 (496,516)
159,130 Swiss Franc ........................ 3/28/01 (99,018)
--------------
TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(CONTRACT AMOUNT $138,246,438) ..................... $(143,523,717)
==============

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

March 31, 2000

ASSETS
Investments, at value (Cost $733,861,883) (Note 1)
SEE ACCOMPANYING SCHEDULE ................................. $894,746,369
Cash and foreign currency (Cost $31,064) ..................... 31,251
Receivable for Fund shares sold .............................. 10,586,098
Receivable for investment securities sold .................... 8,152,795
Dividends and interest receivable ............................ 1,433,567
Prepaid expenses ............................................. 3,499
------------
TOTAL ASSETS .............................................. 914,953,579
------------
LIABILITIES
Net unrealized depreciation of forward exchange
contracts (Note 1) ........................... $4,784,059
Payable for Fund shares redeemed ................ 2,077,427
Payable for investment securities purchased ..... 1,420,934
Investment advisory fee payable (Note 2) ........ 552,612
Transfer agent fees payable (Note 2) ............ 39,371
Custodian fees payable (Note 2) ................. 13,864
Accrued expenses and other payables ............. 126,854
----------
TOTAL LIABILITIES ......................................... 9,015,121
------------
NET ASSETS ...................................................... $905,938,458
============
NET ASSETS CONSIST OF
Undistributed net investment income. ......................... $ 1,886,254
Accumulated net realized gain on securities, forward
exchange contracts and foreign currencies ................. 49,407,889
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets ........ 156,110,516
Par value .................................................... 4,143
Paid-in capital in excess of par value ....................... 698,529,656
------------
TOTAL NET ASSETS .......................................... $905,938,458
============
NET ASSET VALUE, offering and redemption price per share
($905,938,458 / 41,427,191 shares of common
stock outstanding). .......................................... $21.87
======

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------

For the Year Ended March 31, 2000

INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $218,116) ...... $24,617,528
Interest ...................................................... 2,366,954
-----------
TOTAL INVESTMENT INCOME .................................... 26,984,482
-----------
EXPENSES
Investment advisory fee (Note 2) ................ $13,501,143
Administration fee (Note 2) ..................... 420,432
Transfer agent fees (Note 2) .................... 357,680
Custodian fees (Note 2) ......................... 156,414
Legal and audit fees ............................ 104,213
Directors' fees and expenses (Note 2) ........... 20,433
Other............................................ 185,366
-----------
TOTAL EXPENSES ............................................. 14,745,681
-----------
NET INVESTMENT INCOME ............................................ 12,238,801
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(Notes 1 and 3):
Net realized gain on:
Securities ................................................. 56,594,159
Forward exchange contracts ................................. 657,894
Foreign currencies and net other assets .................... 76,688
-----------
Net realized gain on investments during the year .............. 57,328,741
-----------
Net change in unrealized appreciation (depreciation) of:
Securities ................................................. (52,033,516)
Forward exchange contracts ................................. (5,383,691)
Foreign currencies and net other assets .................... 4,414
-----------
Net unrealized depreciation of investments during the year .... (57,412,793)
-----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS .................. (84,052)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS .................................................... $12,154,749
===========

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

YEAR YEAR
ENDED ENDED
3/31/00 3/31/99
-------------- --------------
Net investment income .................... $ 12,238,801 $ 5,940,977
Net realized gain on securities,
forward exchange contracts and currency
transactions during the year .......... 57,328,741 30,724,653
Net unrealized depreciation of securities,
forward exchange contracts, foreign
currencies and net other assets
during the year ....................... (57,412,793) (54,465,179)
-------------- --------------
Net increase (decrease) in net assets
resulting from operations ............. 12,154,749 (17,799,549)
DISTRIBUTIONS:
Dividends to shareholders from net
investment income .................. (12,343,439) ( 7,030,923)
Distributions to shareholders from
net realized gain on investments ... (23,834,988) (12,518,672)
Net increase (decrease) in net assets
from Fund share transactions (Note 4) (148,252,355) 104,325,915
-------------- --------------
Net increase (decrease) in net assets .... (172,276,033) 66,976,771

NET ASSETS
Beginning of year. ....................... 1,078,214,491 1,011,237,720
-------------- --------------
End of year (including undistributed
net investment income of $1,886,254
and $29,374, respectively) ............ $ 905,938,458 $1,078,214,491
============== ==============

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<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

For a Fund share outstanding throughout each year.

<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
3/31/00 3/31/99 3/31/98 3/31/97 3/31/96(A)
------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $22.40 $23.04 $16.22 $14.29 $10.71
------ ------ ------ ------ ------
Income from investment operations:
Net investment income (b) .............. 0.27 0.12 0.11 0.13 0.15
Net realized and unrealized gain
(loss) on investments ............... 0.01 (0.37) 7.31 2.39 3.56
------ ------ ------ ------ ------
Total from investment
operations .................... 0.28 (0.25) 7.42 2.52 3.71
------ ------ ------ ------ ------
DISTRIBUTIONS:
Dividends from net investment
income ........................... (0.28) (0.14) (0.17) (0.17) (0.11)
Distributions from net
realized gains ................... (0.53) (0.25) (0.43) (0.42) (0.02)
------ ------ ------ ------ ------
Total distributions .............. (0.81) (0.39) (0.60) (0.59) (0.13)
------ ------ ------ ------ ------
Net asset value, end of year ........... $21.87 $22.40 $23.04 $16.22 $14.29
------ ------ ------ ------ ------
Total return (c) ....................... 1.24% (1.09)% 46.14% 17.75% 34.70%
===== ======= ====== ====== ======
Ratios/Supplemental Data:
Net assets, end of year
(in 000's) .......................... $905,938 $1,078,214 $1,011,238 $342,467 $201,599
Ratio of operating expenses to
average net assets (d) .............. 1.37% 1.39% 1.39% 1.39% 1.39%
Ratio of net investment income
to average net assets ............... 1.13% 0.55% 0.69% 0.92% 1.13%
Portfolio turnover rate ................ 19% 16% 6% 16% 9%
</TABLE>
- ------------------------
(a) Per share amounts have been calculated using the monthly average share
method, which more appropriately presents the per share data for the period
since the use of the undistributed income method does not accord with
results of operations.
(b) Net investment income for a Fund share outstanding, before the waiver of
fees by the investment adviser and/or administrator and/or custodian for the
years ended March 31, 1999, 1998, 1997 and 1996 were $0.12, $0.11, $0.11 and
$0.12, respectively.
(c) Total return represents aggregate total return for the periods indicated.
(d) Annualized expense ratios before the waiver of fees by the investment
adviser and/or administrator and/or custodian for the years ended March 31,
1999, 1998, 1997 and 1996 were 1.40%, 1.41%, 1.52%, and 1.61%, respectively.

- - - - - - - - - - - - - SEE NOTES TO FINANCIAL STATEMENTS - - - - - - - - - - -

<PAGE>

TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Tweedy, Browne American Value Fund (the "Fund") is a diversified series of
Tweedy, Browne Fund Inc. (the "Company"). The Company is an open-end management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The Company was organized as a
Maryland corporation on January 28, 1993. The Fund commenced operations on
December 8, 1993. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements.

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63

<PAGE>
TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

determined by the Investment Advisor under the direction of the Board of
Directors. Debt securities purchased with a remaining maturity of 60 days or
less are valued at amortized cost, which approximates market value, or by
reference to other factors (i.e. pricing services or dealer quotations) by the
Investment Adviser.

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64

<PAGE>

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2. INVESTMENT ADVISORY FEE, OTHER RELATED PARTY TRANSACTIONS AND ADMINISTRATION
FEE

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books of the Fund and unpaid. From time to time, Tweedy, Browne may voluntarily
waive a portion of its fee otherwise payable to it. For the year ended March 31,
2000, Tweedy, Browne did not waive any fees.

The current and retired managing directors and their families, as well as
employees of Tweedy, Browne, the Investment Adviser to the Fund, have
approximately $30.9 million of their own money invested in the Fund.

The Company, on behalf of the Fund, has entered into an administration
agreement (the "Administration Agreement") with PFPC Inc. (formerly known as
First Data Investor Services Group, Inc.) (the "Administrator"), an indirect
majority-owned subsidiary of PNC Financial Services Group Inc. Under the
Administration Agreement, the Company pays the Administrator an administrative
fee and a fund accounting fee computed daily and payable monthly at the
following annual rates of the value of the average daily net assets of the Fund:

Under the terms of the Administration Agreement, the Company will pay for
fund administration services a minimum fee of $40,000 per annum, not to be
aggregated with fees for fund accounting services. The Company will pay a
minimum monthly fee of $3,000 for fund accounting services for the Fund, not to
be aggregated with fees for fund administration services.

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pays each director who is not an officer, director or employee of Tweedy,
Browne, the Administrator or any of their affiliates $8,000 per annum plus $500
per Regular or Special Board Meeting attended in person or by telephone, plus
out-of-pocket expenses.

Boston Safe Deposit and Trust Company ("Boston Safe"), an indirect wholly
owned subsidiary of Mellon Trust, serves as the Fund's custodian pursuant to a
custody agreement (the "Custody Agreement"). From time to time, Boston Safe may
voluntarily waive a portion of its fee otherwise payable to it. For the year
ended March 31, 2000, Boston Safe did not waive any custody fees. PFPC Inc.
serves as the Fund's transfer agent. Tweedy, Browne also serves as the
distributor to the Fund and pays all distribution fees. No distribution fees are
paid by the Fund.

3. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of investment securities,
excluding short-term investments, for the year ended March 31, 2000, aggregated
$194,894,593 and $361,732,945, respectively.

At March 31, 2000, the aggregate gross unrealized appreciation for all
securities, in which there was an excess of value over tax cost, was
$215,919,654 and the aggregate gross unrealized depreciation for all securities,
in which there was an excess of tax cost over value, was $54,958,767.

4. CAPITAL STOCK

The Company is authorized to issue one billion shares of $0.0001 par value
capital stock, of which 400,000,000 of the unissued shares have been designated
as shares of the Fund. Changes in shares outstanding for the Fund were as
follows:

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---------------------------------------------------------
YEAR ENDED 3/31/00 YEAR ENDED 3/31/99
---------------------------------------------------------
SHARES AMOUNT SHARES AMOUNT
- --------------------------------------------------------------------------------
Sold 18,431,907 $ 421,634,299 24,992,421 $560,483,799
Reinvested 1,486,136 32,493,518 771,582 17,467,680
Redeemed (26,626,910) (602,380,172) (21,518,449) (473,625,564)
- --------------------------------------------------------------------------------
Net Increase (Decrease)(6,708,867) $(148,252,355) 4,245,554 $104,325,915
- --------------------------------------------------------------------------------

5. LINE OF CREDIT

The Company and Mellon Trust, N.A. (the "Bank") entered into a Line of
Credit Agreement (the "Agreement") which, as amended effective September 29,
1999, provides the Company, on behalf of the Fund and the Tweedy, Browne Global
Value Fund, with a $100 million line of credit (the "Commitment") primarily for
temporary or emergency purposes, including the meeting of redemption requests
that might otherwise require the untimely disposition of securities. As a
temporary measure, the Commitment was increased to $300 million for the period
December 1, 1999 through January 31, 2000. The Fund may borrow up to one-third
of its net assets; provided, however, that the total Commitment available to the
Fund is $100 million which amount may be reduced by borrowings of the Tweedy,
Browne Global Value Fund. Interest is payable at the Bank's money market rate
plus 0.75% on an annualized basis. Under the Agreement, the Company pays a
facility fee equal to 0.10% annually of the unutilized Commitment and, during
the period December 1, 1999 through January 31, 2000, a facility fee equal to
0.11% annually of the unutilized increase in the Commitment. The Agreement
requires, among other provisions, the Fund to maintain a ratio of net assets
(not including funds borrowed pursuant to the Agreement) to aggregated amount of
indebtedness pursuant to the Agreement of no less than three to one. For the
year ended March 31, 2000, the Company did not borrow, on behalf of the Fund,
under the Agreement.

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TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Directors of
Tweedy, Browne Fund Inc.:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments and the schedule of forward exchange
contracts, of Tweedy, Browne American Value Fund ( the "Fund") (a series of
Tweedy, Browne Fund Inc.) as of March 31, 2000, the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended and financial highlights for each
of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Tweedy, Browne American Value Fund, a series of Tweedy, Browne Fund Inc., at
March 31, 2000, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended and
the financial highlights for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Boston, Massachusetts
May 8, 2000

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TWEEDY, BROWNE AMERICAN VALUE FUND
- --------------------------------------------------------------------------------
TAX INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------

YEAR ENDED MARCH 31, 2000

For the fiscal year ended March 31, 2000, the amount of long-term capital
gain designated by the Fund was $23,834,988, which is taxable as a 20% rate gain
for Federal income tax purposes.

Of the ordinary income (including short-term capital gain) distributions
made by the Fund during the fiscal year ended March 31, 2000, 100.00% qualify
for the dividend received deduction available to corporate shareholders.

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TWEEDY, BROWNE FUND INC.
350 Park Avenue, NY, NY 10022
800-432-4789