TWEEDY BROWNE FUND INC
N-30D, 2000-11-17
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                                [GRAPHIC OMITTED]
                                   WORLD LOGO

                        TWEEDY, BROWNE GLOBAL VALUE FUND

                                   SEMI-ANNUAL

                               SEPTEMBER 30, 2000

                                [GRAPHIC OMITTED]
                               NORTH AMERICA LOGO

                       TWEEDY, BROWNE AMERICAN VALUE FUND


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                            TWEEDY, BROWNE FUND INC.



Investment Adviser's Report ..............................................  1
Tweedy, Browne Global Value Fund:
   Portfolio of Investments .............................................. 17
   Schedule of Forward Exchange Contracts ................................ 25
   Statement of Assets and Liabilities ................................... 30
   Statement of Operations ............................................... 31
   Statements of Changes in Net Assets ................................... 32
   Financial Highlights .................................................. 33
   Notes to Financial Statements ......................................... 34
      Investment in the Fund by the Investment Adviser
        and Related Parties .............................................. 38
Tweedy, Browne American Value Fund:
   Portfolio of Investments .............................................. 41
   Schedule of Forward Exchange Contracts ................................ 46
   Statement of Assets and Liabilities ................................... 48
   Statement of Operations ............................................... 49
   Statements of Changes in Net Assets ................................... 50
   Financial Highlights................................................... 51
   Notes to Financial Statements.......................................... 52
   Investment in the Fund by the Investment Adviser
        and Related Parties .............................................. 56


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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.

INVESTMENT ADVISER'S REPORT

                                [GRAPHIC OMITTED]
                                 MANAGERS PHOTO


            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 semi-annual report for Tweedy,  Browne Global
Value Fund and  Tweedy,  Browne  American  Value  Fund for the six months  ended
September 30, 2000. Investment results* for various periods ending September 30,
2000 are presented in the table below.

--------------------------------------------------------------------------------
                                                        MORNINGSTAR  MORNINGSTAR
                                                          WORLD        FOREIGN
                   TWEEDY, BROWNE      MSCI EAFE (1)    STOCK FUNDS  STOCK FUNDS
                    GLOBAL VALUE     US $      HEDGED    AVERAGE (2) AVERAGE (3)
--------------------------------------------------------------------------------
6 MONTHS (7)            6.78%      (11.71)%    (3.72)%    (8.21)%     (12.65)%
--------------------------------------------------------------------------------
1 Year                 14.65         3.18       19.34       20.60       12.97
--------------------------------------------------------------------------------
3 Years                15.40         7.39       13.69       12.30        9.47
--------------------------------------------------------------------------------
5 Years                18.87         8.58       16.66       14.25       10.81
--------------------------------------------------------------------------------
Since Inception (8)    16.55         8.66       12.91       13.82       11.31
--------------------------------------------------------------------------------



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                                                                     MORNINGSTAR
                                                       RUSSELL         MID-CAP
                 TWEEDY, BROWNE          S&P           MID-CAP       VALUE FUNDS
                 AMERICAN VALUE        500 (4)        VALUE (5)      AVERAGE (6)
--------------------------------------------------------------------------------
6 MONTHS (7)          12.03%            (3.60)%          7.81%           6.59%
--------------------------------------------------------------------------------
1 Year                 8.98             13.29           13.00           16.78
--------------------------------------------------------------------------------
3 Years                8.41             16.45            5.96            6.01
--------------------------------------------------------------------------------
5 Years               16.49             21.70           14.07           13.83
--------------------------------------------------------------------------------
Since Inception (8)   16.34             20.36           14.46           14.08
--------------------------------------------------------------------------------

See page 16 for footnotes 1 through 8, which  describe the indices and inception
dates of the Funds.

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

*  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.

     If the last six  months are any  indication,  perhaps we do not have a "new
paradigm"  for investing  after all. Or at least for the last six months,  we do
not have to  explain  why  value  stocks  performed  so poorly  as  compared  to
technology  stocks.  While the  Standard  & Poor's  500 Stock  Index  declined a
relatively  modest 3.6%, the more technology  heavy NASDAQ  Composite Index fell
19.6%(DAGGER)  during the six months ended  September 30, 2000. And, as we begin
to write this  letter on October 10, the NASDAQ  Composite  Index is down a more
painful 35.5% from its  twelve-month  high on March 10, 2000.  Frankly,  we were
tired of writing what one friend of ours described as our  "technology  apology"
letters.  We wish to thank all of our  shareholders  who stayed  with us through
that rather trying period.  We are sure many of you were asked, as were we, "Why
stick with a boring, old economy investment  strategy when it is obvious that it
is a whole new world where vast  fortunes  are being  made?"  Maybe it is all we
know how to do, or maybe it is a lesson  we have  learned  several  times in the
past when other "new paradigms" rose and fell. We have suffered similar abuse in
the past from  others who were  reaping  the  rewards of the latest  stock craze
while we plodded along doing the same old thing.  The funny thing is that we are
still here and our abusers keep changing. While we do not wish to keep beating a
dead horse and, as  requested,  we will  discuss  later in this letter what both
Funds  purchased  rather  than what they did not, we do believe it is helpful to
review the events of the past few years for the lessons they provide to

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

(DAGGER) NASDAQ  Composite Index is an unmanaged  capitalization-weighted  index
   composed of all Nasdaq  domestic and non-US based common stocks listed on the
   Nasdaq Stock Market.


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investors. To paraphrase Sy Syms, "An educated investor is our best customer."

     It is difficult  even for us to adhere to investment  principles  when they
are not working. However, it is essential to keep in mind that "not working" may
only be a  temporary  phenomenon,  and that,  in the long run,  it is a rational
world.  We are reminded of an experiment  performed many years ago by behavioral
psychologists.  Each student in a kindergarten  class was given one marshmallow.
The  teacher  told the  class  she was  going to leave  the room for five or ten
minutes,  and that,  upon her  return,  each  child who had not eaten his or her
marshmallow  would be given a second  one.  Every  child  was free to eat  their
marshmallow with no threat of punishment. However, those who were able to resist
the temptation of more immediate gratification would be rewarded with a doubling
of the  prize.  A  handful  of  students  were able to hold off and wait for the
second  marshmallow.  The psychologists who performed the experiment then traced
the careers of the class for many years.  The  students  who were able to resist
the temptation to eat the first marshmallow, on average, were more successful in
life. This is just another example of how to keep your eye on the ball and avoid
the siren song of what  investment  theme has worked best most recently.  In our
opinion,  trying to pick the best stocks or groups of stocks  that will  perform
best in the short run is a sucker's  game.  At any,  nay  every,  point in time,
someone or some group of stocks will  outperform us.  However,  the short run is
not what is important;  the long run is. Adhering to investment  principles that
have worked in the long run has the  unfortunate  consequence of not allowing an
investor to participate in some  spectacular  short-term  gains.  However,  this
approach also has the benefit of  insulating  an investor  from many  investment
fads that end up in disaster.

     A case in  point is  Priceline.com,  the  Internet  service  that  lets the
consumer name their own price for airline tickets and hotel rooms.  The consumer
logs on and bids what they are willing to pay for a trip to Miami,  for example.
Priceline.com  then  transmits  the bid to the airlines and hotels to see if any
are willing to "hit the bid." This process  lets  airlines and hotels fill empty
seats and rooms  that would have  otherwise  gone  unused.  The  company  had an
initial  public  offering  in March of 1999 at $16 per share.  The stock shot up
quickly and peaked on May 7, 1999 at $138 per share for a market  capitalization
in excess of $22 billion.  Sales for all of 1999 were $482 million,  which meant
the company was valued at 45 times sales.  There is also some  controversy  over
exactly  what is meant by sales.  The  company  reports  the gross  sales of the
tickets and hotel rooms, not its commissions,  which would be only a fraction of
that number.  There were no profits.  Sales  continued to grow after the initial
public offering, but

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profitability  remained  elusive.  In August of 1999,  Priceline.com had another
public  offering  at $67 per share.  Along the way,  the  company  expanded  its
business  model to include  selling  gasoline  and  groceries  over its  website
through an affiliated company. In October of this year, the company announced it
was shutting  down the gasoline  and grocery  affiliate  after losses of several
hundreds of millions of dollars.  The stock now trades  below $7 per share.  The
decline from its peak is an eye popping 95%. What went wrong?  Many analysts who
loved it at more than $100 per share are now saying the company's  business plan
may be "flawed."  Interestingly  enough,  no analyst has yet to rate the stock a
"sell"; its worst rating is "hold," and many "buy"  recommendations still exist.
Hello! Earth to Wall Street!

     At the peak of the euphoria surrounding  Priceline.com,  the assumption was
that its business model would  revolutionize  the way airline  tickets and hotel
rooms were sold. However, their model does not work for everyone.  When buying a
plane  ticket,  you can only specify the day on which you choose to fly, not the
time.  Every flight usually requires a change of planes  somewhere,  which means
your  trip  from  New  York  to  Miami  may be via  Minneapolis.  Or  maybe  via
Minneapolis,  St.  Louis and  Charlotte.  And your hotel will be in the city you
want,  but may not be the location in that city that you want.  And, guess what?
You  have to  accept  the deal or lose  your  money.  While  this may work for a
bargain  traveler,  most  of us  want  a bit  more  specificity  in  our  travel
arrangements. The grocery model is also flawed. More than a year ago we remember
reading  analyses that showed the profit  margins in groceries were too thin for
such a service and  Priceline.com  was  subsidizing  your discount.  Many of the
companies like Kimberly Clark, which actually made the products,  were unwilling
to discount merchandise to Priceline.com. Their reasoning was simple. Selling on
price  alone does not build  customer  loyalty.  They would  rather  spend their
marketing  budgets on coupons,  which at least  assured  that the  customer  was
buying  their  product  and that they were not  competing  with a generic  house
brand.

     The whole model did not make sense to us. Forget the valuation;  we did not
even get that far in our  analysis.  However,  our opinion  was  contrary to the
accepted  thinking that  Priceline.com  would become a major force in retailing.
With the  exception  of genome  mapping  and a few other  arcane  scientific  or
spiritual  theories,  the average  individual is capable of  understanding  most
things. Especially in the worlds of business and investment.  This is lesson #1.
Lesson #2 is that if you do not understand something, do not do it. Common sense
is valuable but often in short  supply.  We have no doubt that in time  Internet
retailing will account for a


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                                        4
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significant portion of retail spending. It just takes longer for these things to
happen than Wall Street realizes. Currently there are very, very few stand-alone
Internet  retailers or content providers that make any money. With the door shut
on new capital,  many that exist today may  disappear in the near future as they
continue to "burn through" their cash. Investments? We do not think so.

     Last year,  we were told that MBA  candidates at leading  business  schools
were quitting in record  numbers before  finishing  their degrees to jump on the
Internet  bandwagon.  Today,  the joke on campuses is that "B to B" and "B to C"
stand for "back to  banking"  and "back to  consulting."  How do these  fads get
started; how do bubbles in the economy come about before ultimately deflating at
best,  or  bursting  at worst?  Surely,  one  factor is the lure of vast  wealth
acquired in a relatively short period of time. However,  more significant is the
capital  that is made  available  to  these  fads,  which  feeds on  itself  and
ultimately results in its own demise. This has been a recurring theme throughout
financial history. Think of real estate, a classic boom and bust business. Every
bust is the result of an abundance of capital  chasing  projects  until there is
more space than there are  tenants to fill it. The  developers  do not cause the
busts; the bankers do. The same was true of automobiles,  railroads and radio in
their respective  infancies when the growth  possibilities of each category were
greatest.  Eventually  capacity exceeds demand and it becomes  difficult to make
money.  Overcapacity  leads  to a  collapse  of the  pricing  structure  for any
product, which results in the marginal participant going out of business.  Every
dot.com  company  that  raised  capital  in the  past few  years  may have had a
reasonable business plan. However, many now appear to have been flawed, based on
overly  optimistic  projections of both revenues and costs. They all seemed like
good ideas at the time:  millions of consumers foregoing the tedious trip to the
store and buying everything from pet supplies to gasoline on the Internet. These
were uncharted waters; no one really knew how the consumer would react. As it is
turning out, it is taking much longer and a lot more advertising money to change
consumer buying habits.

     The dot.com  bubble has burst.  Many of these  Internet  companies will not
recover to their former highs. Many are running out of cash, and new cash is not
available.  Stock price declines of 90% from their highs are not uncommon.  This
is not a case of a company hitting a pothole along the way. Many of these issues
fell off a  cliff.  This is what we call  permanent  capital  loss.  We rate the
possibility of Priceline.com  returning to $138 per share as "highly  unlikely."
Fortunately,  the declines in dot.com stocks have had surprisingly little impact
on the overall market, probably because very little

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                                        5
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of the stock was sold to the public.  The insiders,  founders,  venture  capital
investors,  and directors owned most of the stock. In the case of Priceline.com,
only 14.5  million  shares  were sold in public  underwritings  as compared to a
total of 166 million shares outstanding.  The insiders generally have stock that
only cost them pennies a share. While they saw their net worths rise and fall on
paper, they did not lose real money.

     In a recent issue of THE WALL STREET JOURNAL it was reported that more than
60 Internet or Internet-related  companies have seen their stock price dive more
than 90% from their highs.  Along with  Priceline.com,  other  well-known  names
include  eToys,  Webvan Group,  and Ask Jeeves.  The article goes on to say that
market  trackers  Birinyi  Associates  estimate  that  the 25  worst  performing
Internet  stocks are down an average of 95.7% from their  highs for a total loss
in market value of $114 billion.  Anyone who would have warned this could happen
back when  Internet  stocks were the  darlings  of Wall  Street  would have been
dismissed  as an old  economy  fuddy-duddy,  out of touch  with the new  economy
world.

     The stock  market  was the  banker to the  Internet.  The number of initial
public offerings of Internet and  Internet-related  businesses soared before the
party ended  earlier  this year.  Often the stocks  opened at multiples of their
initial  offering  price,  which  benefitted  those investors who were allocated
shares by the  underwriters.  We were not among that  group and we  suspect  our
average  shareholder was not either. (As a policy we do not personally invest in
IPOs.  If we thought an IPO was an  appropriate  investment,  we would invest on
behalf of our Funds and  clients.)  There is nothing  like easy money to attract
more money. And it did. However, we could never make any sense of the valuations
of these  companies,  so we sat on the  sidelines.  We saw the  stock  prices of
companies we could not understand soar like rockets,  while perfectly reasonable
stocks we owned  languished  or sank.  We saw  stocks  that met  their  earnings
expectations  and were  cheap  when we  bought  them just get  cheaper.  We read
commentaries  that talked about how  overvalued  stocks were,  while we sat on a
portfolio of what we thought were cheap stocks.

     We found out that the problem was not our stocks;  it was the stock  market
capital flows.  Finally,  our friends at Morningstar  and Strategic  Insight,  a
mutual fund research and consulting  firm,  provided an answer through the great
wealth of data both firms  collect on mutual  funds.  For the year ended  August
2000,  nearly $63 billion was  redeemed  from large cap value  mutual  funds.  A
further $20 billion was withdrawn  from mid-cap and small cap value funds.  Over
the same period,  $131 billion went into large cap growth funds, and another $90
billion flowed into mid-cap and small


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                                       6
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cap growth funds. In the quarter ended March 31, 2000, $31 billion flowed out of
large cap value funds, for an annualized rate of $120 billion. At the same time,
$50 billion  flowed into large cap growth funds for an  annualized  rate of $200
billion.  The first  quarter  of 2000  seems to have been the peak of these cash
flows,  which means that  investors  timing their  investment  style bets got it
wrong.  The technology  heavy NASDAQ  Composite Index peaked in March at 5048.62
and  has  since  dropped  more  than  35%.  This  reminds  us of  Peter  Lynch's
observation that despite his stellar record managing  Fidelity Magellan Fund, he
estimated  that as many as half of his investors lost money because they came in
after a great run and left after a not so great run.

     We think this can explain in large part why value stocks could not make any
advances  last year and into the first  quarter of this year.  Value  funds were
being forced to liquidate  positions  to meet  redemptions  and there was no new
cash to stem the tide of selling.  On the other hand,  cash  flowing into growth
funds had to be invested  out of fear of missing the  market,  and stocks  that,
from our  perspective,  were  already  richly  priced  became more so.  Momentum
investing,  buying  stocks  that  are  moving  up in price  regardless  of their
investment fundamentals,  was in full gear. However, as we see it, reality began
to set in towards  the end of March when even all the  inflows of cash to growth
funds could not stem the decline in the price of  Internet  stocks.  The reality
that Internet companies were running out of cash to fund their development began
to set in. Investment perceptions can change rapidly, often too rapidly to avoid
the carnage. Moreover, when you are accustomed to your stocks treating you well,
you tend not to recognize that something bad is underway.  After all, the NASDAQ
Index and tech stocks had stumbled before and recovered quickly.  The divergence
between  growth stocks and value stocks could have been even more severe were it
not for the fact that IPOs were  sucking up some of the inflow to growth  funds,
while value stock  companies were taking  advantage of low valuations and buying
in their own stock. When the inflows and outflows slowed,  value stocks began to
recover. This helps explain the better relative performance of value over growth
in the past six months,  but whether this will  continue is anyone's  guess.  At
least the worst of it,  i.e.,  growth  stocks  rising and value  falling  for no
fundamental financial reason, seems to be over.

     In a recent  issue of the  FINANCIAL  ANALYSTS  JOURNAL,  Louis K. C. Chan,
Jason Karceski and Josef  Lakonishok  examined stock price patterns  relative to
operating  performance  in a paper  entitled,  NEW  PARADIGM OR SAME OLD HYPE IN
EQUITY INVESTING. They studied the performance of different asset

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                                        7
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classes over a 20-year period.  In the decade of the 1980s,  they found that all
classes of value stocks,  large, mid and small,  significantly  outperformed the
same categories of growth stocks. A shift to growth outperforming value occurred
in the 1990s, specifically in the past four years, and the authors looked for an
explanation.  Was it that a significant acceleration in the earnings growth rate
of stocks  categorized as "growth stocks"  accounted for the  outperformance  of
growth  stocks  versus value stocks in recent years?  An  examination  of growth
rates,  as  measured  by sales or  profits,  did not  account  for the  relative
outperformance  of growth  stocks in the recent past,  as growth rates have been
fairly consistent over long periods of time. In 1997 and 1998, the authors found
that  growth  stocks'  average  compounded  annual  rates of growth in sales and
operating income were about 6% and 8.5%, respectively. These rates of growth, in
fact,  were somewhat  below the  long-term  average rates of growth in sales and
operating  income  for  growth  stocks,  which  have been  about  9.5% and 9.6%,
respectively. Yet growth stocks sport price-to-sales ratios that are higher than
they have ever been.  They  observed that it is not unusual for large cap growth
stocks  to  carry  price/earnings  ratios  greater  than  60 and  still  attract
investors. They concluded that the better performance of growth of late can only
be  accounted  for by multiple  expansion,  and that current  multiples  are not
sustainable  over long periods of time.  Moreover,  few companies have ever been
able to maintain a long-term  competitive  advantage over their competition that
would justify current  price/earnings  ratios.  The authors cautioned that going
forward,  investors should reduce their expectations for investment returns from
growth stocks as multiples  adjust to historic levels.  As a note of caution,  a
slowing in a  company's  growth rate  usually  results in a  contraction  of its
stock's price/earnings ratio, providing a double whammy on the downside.

     Before the NASDAQ  Composite  Index began to fall,  we suffered some pretty
frustrating times with our stocks.  For example,  in the fourth quarter of 1999,
shares of Household International, which we own in both Funds, traded as high as
$52 per share.  By the end of the first  quarter of 2000,  the price sank 40% to
$31.  At $52,  the  stock  was  trading  at 17x 1999  earnings  per  share,  not
unreasonable  for a company that had grown its earnings at a rate of 28% for the
past  four  years.  At $31 per  share,  the stock  was  trading  at less than 9x
estimated  2000  earnings.  Normally a 40% drop in the price of a stock would be
occasioned by some large earnings decline,  but not here. Earnings kept chugging
right along,  and insiders,  officers and directors  kept right on buying stock.
William Aldinger,  Chairman and CEO, has done a great job of turning around this
once  sleepy  finance  company and has grown  earnings  per share at a rate that
would be the envy of many growth stock


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                                        8
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companies.  Another  example is Johnson & Johnson,  which is not  exactly a rust
belt industrial  company. In the fourth quarter of 1999, the stock hit a high of
$104 per share. By early March of 2000, it bottomed out at $66.125, a decline of
35%. Again,  nothing  significant  happened that would account for this decline.
The stock has since recovered.

     These were not isolated incidents. We saw this phenomenon repeated numerous
times in the portfolio of the American  Value Fund.  Fortunately,  the portfolio
was sufficiently diversified that on a quarterly basis our losses were in the 2%
to 3% range.  You may wonder how we reacted to this situation.  Essentially,  we
sat tight. The fact that certain stock prices were fluctuating significantly for
no apparent reason related to the companies' specific  performance was something
over which we had no control.  We reviewed  our stocks and  concluded  there was
nothing  fundamentally  wrong with what we owned.  One could say we should  have
anticipated  these  price  swings,  sold at the peak and  bought  back in at the
bottom. Easier said than done. The fact that investors pulled out of value funds
in droves in the first quarter of this year and  reinvested in growth funds just
before the fortunes of these two investment  styles changed is a good indication
of the futility of market timing.  We doubt that when the NASDAQ Composite Index
hit an all time high the first  week of March that many  technology  enthusiasts
predicted it would drop more than 30% in the next four weeks.  As  Priceline.com
sank from $138 to less than $5, most  analysts  who follow the stock  maintained
their  buy  recommendations.  To us,  it was a bit  like  being in the path of a
hurricane.  You do not sell your house and move  away.  You check to see if your
house can  withstand  the storm and whether it will still be  standing  when the
hurricane has passed.  That was our conclusion.  The stock market has been prone
to "hurricanes" throughout history. However, the forecasters' ability to predict
them is not good.  It is more like when the early  settlers saw a storm  brewing
and had no idea if it would be a passing  shower or the really big one. The best
you can do is to always be prepared because the next big storm could come at any
moment.

     So, in the past six  months we did very  little.  We  believe  many  people
confuse the concept of active money  management  with a high degree of portfolio
turnover.  We believe  sitting  tight is just as much of an active  decision  as
buying and selling our stocks every day based on some opinion about shorter term
market psychology. We were aggressively passive!  Additionally, we were somewhat
constrained  in the last six months by a lack of cash  flowing into the American
Value Fund. We believe we fared better than many of our value peers for which we
are grateful.  We did not need a lot of new investment  ideas given our level of
satisfaction with our current holdings.  We did take advantage of market dips to
increase positions in

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                                        9
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Johnson & Johnson,  HON Industries and Hollinger  International  in the American
Value Fund. We also added two new issues,  Diageo, a United  Kingdom-based  food
and beverages company,  and Werner Enterprises,  a relatively small cap trucking
company.  Diageo,  which we bought for both Funds,  has a premium  portfolio  of
beverage brands,  including Johnnie Walker and Guinness, along with Burger King,
Pillsbury,  Haagen Dazs and Green Giant. The company has announced a strategy of
focusing on its top brands and disposing of non-core  operations over time. With
an  announced  restructuring,  and a share  price of less  than 12x  prospective
earnings, we concluded the company was selling for a significant discount to its
ultimate break-up value. Werner Enterprises, one of the lowest cost operators in
the  trucking  industry,  is a more  mundane  business,  but at  less  than  10x
earnings,  a modest  premium  to  tangible  book  value,  a  credible  record of
increasing  earnings at a 13% compounded annual rate over the last 10 years, and
a history of share buy-backs and purchases by insiders, we believe the stock was
a reasonable  value.  Werner's  management  has a goal of  increasing  sales and
earnings over the long term at a 15% to 20% rate. "Keep on truckin'."

     In the Global Value Fund, we actually reduced the total number of stocks in
the  portfolio  and cut back on our  exposure  to Japan,  while  increasing  our
investment  in UK stocks.  Most of our  purchases  were  additions  to  existing
portfolio holdings.  The technology  phenomenon in the US was not nearly as much
of a factor  internationally.  Most  tech  stocks  are  concentrated  in the US.
Outside the US, telecommunications stocks are the equivalent of our tech stocks.
In certain  international  markets,  telcos have come to dominate  certain stock
market indices. This is another field we are at a loss to understand,  both from
a technology standpoint and a valuation  standpoint.  In calendar year 1999, the
Global Value Fund was beating the international indices handily until the fourth
quarter,  when telco stocks took off and the indices caught up to us. This year,
the telcos are leading these markets down while we are far ahead. After a period
of great  enthusiasm  for the future of these stocks,  the markets are coming to
grips with the enormous  amount of capital these  companies  will need to expand
and have begun to question whether the payoff will be as great as expected.

     Our policy of hedging our  currency  exposure has enabled us to avoid large
currency  losses in the  Global  Value Fund this  year,  as a strong  dollar has
produced  losses in dollar terms for US investors in foreign stocks who were not
hedged. For the past six months, the MSCI EAFE unhedged is down 11.7%, while the
same index  hedged  back into the  dollar is down only 3.7%.  With a gain in net
asset value of 6.78% over the same period, we are ahead either way. We have been
asked whether our hedging policy

================================================================================

                                       10
<PAGE>


has  benefitted  us recently  and whether it will be a negative  contributor  to
performance  should  the  dollar  decline.  From  our  perspective,  we have not
benefitted  from hedging.  We merely avoided giving back our stock gains because
of weak  foreign  currencies.  Our gains  were a result of our  stocks,  not our
currency  position.  If the dollar declines in the future,  we will again either
make or lose  money  based  on our  stocks,  not  the  currency.  This is why we
describe our position as currency  neutral and ourselves as currency  agnostics.
Our  expertise,  if we can be so  presumptuous  as to call it that,  is in stock
selection  not currency  selection.  We believe we are in the minority  with our
view on currency; we are just as poor at currency predictions as we are at stock
market predictions.

     Over the past five years, the US dollar has been very strong as compared to
most other developed country currencies, rising 11% against the Japanese Yen and
55%  against  the German  Deutschmark.  If you owned  Japanese  stocks or German
stocks over this period,  which we did, the  Japanese  stocks and German  stocks
would have to have risen 11% and 55%, respectively,  just to stay even in dollar
terms.  The reverse has also occurred in other periods.  In the past five years,
an investment of $1,000 in the popular MSCI EAFE index would have  compounded at
a relatively  modest 8.58% to  $1,509.20.  The same  investment in the MSCI EAFE
index hedged back into the dollar would have grown to $2,160.80  for an annually
compounded  rate of return of  16.66%.  The  $651.50  difference  amounts  to an
additional  gain  of 43%  above  the  unhedged  result.  The  hedged  return  is
essentially  the benefit of owning the stocks in the index without the effect of
currency  translations.  Currency  translations may reduce the result as in this
particular  period,  or increase it if the dollar  falls in some future  period.
Currencies tend to move in cycles, which are difficult for us to predict.  Since
the debut of the Euro almost two years ago amid  predictions  that it would be a
solid competitor to the dollar, it has declined nearly 30% versus the dollar. We
remain  convinced  that our neutral  position  on  currencies  reflected  in our
hedging  policy is correct.  The only  downside to hedging is that gains made on
currency are treated as capital gains, which in part explains the larger capital
gain distributions our shareholders receive in a year when the dollar is strong.
In a period  when the dollar is weak,  we will  benefit  from  losses  that will
hopefully offset other gains.

     As you look at the portfolios of our Funds, you might be struck by the fact
that  in  many  respects  they  are not  what  some  would  call  typical  value
portfolios.  We do not own a lot of  heavy  industrial  companies  selling  at a
discount to their  respective  book  values.  We actually  have a negative  bias
against such companies.  We do not think they are long-term wealth builders.  We
do own a lot of issues, 113 in the American Value Fund and


================================================================================
                                       11
<PAGE>


205 in the Global  Value Fund as of  September  30. As we look at the 20 largest
holdings of each Fund, we see that the largest number are what we would describe
as "better  businesses."  These are not growth stocks if your criteria  involves
new  technologies,  but they are in many cases strong  business  franchises with
high returns on capital and better than average  growth  rates.  And rather than
merely  promising to earn money they  actually earn money.  For example,  in the
American  Value Fund we own Federated  Investors  Inc.,  which we bought about a
year ago at approximately 10x earnings.  FII is a money management firm with the
largest part of its assets under management in money market  accounts,  which it
manages for banks and other  financial  intermediaries.  The stock was basically
unloved  because only 27% of revenues came from the sexy equity fund  management
part of the  business.  Money market funds  typically  have lower fee rates than
equity funds.  However,  these funds have profit  margins not too different from
equity  funds and there is a lot of money tied up in money  market  funds.  What
they do not make in high fee rates, they make in volume. And they do not have to
worry  about  poor  performance  leading  to a run on their  funds.  They  would
actually be a beneficiary  of a poor stock market as investors take money out of
equity mutual funds and park it in money market funds.  They are  essentially in
the cash  management  business  and are  apparently  quite good at what they do.
Revenues have grown at a 20% annually  compounded rate since 1996, and operating
income has grown at a 52% annually  compounded  rate.  Sure beats a money-losing
dot.com in our opinion!

     In the  Global  Value  Fund,  we own  shares  in  Merck  KGaA,  the  German
pharmaceutical  company that is a cousin to the US Merck,  although  there is no
affiliation  now.  On the  basis of  market  price-to-sales  and  price/earnings
ratios, Merck KGaA was one of the cheapest pharmaceutical companies. At the time
we  discovered   it,  new  management  had  been  brought  in  with  a  goal  of
rationalizing company operations.  In addition, there were several promising new
drugs in the  pipeline.  As we have  said  before,  we like  the  pharmaceutical
industry and have investments across both Funds in several,  including Johnson &
Johnson, Bristol-Myers Squibb, Glaxo Wellcome, Pharmacia and SmithKline Beecham.
We try to buy them  opportunistically,  by which we mean on the dips.  Our first
purchases  of J&J were in the days of "Hillary  Care" when the stock was selling
for 12x earnings and a very smart director,  Tom Murphy, who was the Chairman of
Cap Cities-ABC,  was buying the stock. As an industry,  pharmaceutical companies
have two major factors working in their favor.  First is the  demographics of an
aging worldwide  population that wants to live longer,  healthier  lives,  which
requires drugs. Second, the rate of discovery is accelerating as new


================================================================================
                                       12
<PAGE>


technologies and the mapping of the human genome enhance research. Historically,
few industries have had the consistent growth that pharmaceuticals have had with
the same companies participating. While technology has been a growth sector, its
corporate graveyard, i.e., companies that did not make it, is one of the biggest
of any industry.

     Another stock we own in the Global Value Fund is Singapore  Press Holdings,
which owns the largest circulation English language newspaper in Singapore along
with a mobile phone business,  magazines and property investments. As a point of
interest, Singapore has a very diverse population. To standardize education, all
schooling is in English,  so the English  language  newspaper is not a curiosity
meant for ex-patriots  living in the country.  Newspaper stocks have suffered of
late because of a perceived  threat from the Internet.  However,  private market
valuations  have not  declined,  as  evidenced  by the price paid for one of our
other newspaper investments,  Central Newspapers, which was recently acquired by
Gannett.  Compare  Singapore  Press  to the  new  economy  advertising  company,
DoubleClick,  a leading  provider  of  Internet  solutions  for  marketers.  The
DoubleClick  stock has gone from a high of $135 in January to its current  price
of about $8.75.  While sales have increased every year, so have losses.  Even at
current depressed prices, DoubleClick sells for 9x sales, not profits but sales.

     In our opinion,  the securities that our Funds own are real businesses with
real products and real earnings. If the market turns sour on them and sells them
to  invest  in the new  economy,  we are not  worried.  We still  own  shares in
businesses that are continuing to make money because they have proven profitable
business  models and  competitive  advantages that we believe are unlikely to be
dismantled by new technologies. In many cases, such as Singapore Press Holdings,
they may also have some  attributes  of a  profitable  monopoly.  If the  stocks
decline in a market cycle,  we are  comfortable  believing  they will recover at
some  point  in  the  future.   We  are  not  as  comfortable   thinking  Akamai
Technologies,  which opened the year at $345 per share and now trades below $50,
will have the same  resilience.  Every new  technology,  from  railroads  to the
Internet,  experiences an early period of rapid growth.  Unfortunately,  many of
the  companies  that appear in the  beginning  do not  survive.  The  technology
becomes important,  often changing the world dramatically,  but participating in
that growth through stock investments is often much more difficult.

     The fundamental financial  characteristics of our two Funds as of September
30, 2000 is  presented  in the  following  table.  We doubt a  portfolio  of new
economy stocks would look anything like it.


================================================================================
                                       13
<PAGE>


<TABLE>

-----------------------------------------------------------------------------------------------------
TWEEDY, BROWNE GLOBAL VALUE FUND
<S>                        <C>                       <C>
-----------------------------------------------------------------------------------------------------
PRICE/BOOK VALUE 0.78x     Based on 20.4%            Cheaper than 89% of the 10,230 stocks in the
                           of portfolio assets       Bloomberg  database with a market  capitalization
                                                     above $100 million in those  countries where the
                                                     Global Value Fund has investments.
-----------------------------------------------------------------------------------------------------
PRICE/EARNINGS   11.4x     Based on 49.7%            Cheaper than 82% of the 10,230 stocks in the
                           of portfolio assets       Bloomberg database with a market capitalization
                                                     above $100 million in those countries where the
                                                     Global Value Fund has investments.
=====================================================================================================

TWEEDY, BROWNE AMERICAN VALUE FUND

-----------------------------------------------------------------------------------------------------
PRICE/BOOK VALUE 0.68x     Based on 14.2%            Cheaper than 95% of the 3,755 stocks in the
                           of portfolio assets       Bloomberg database with a market capitalization
                                                     above $100 million that are based in the United States.

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

Price/Earnings   12.8x     Based on 61%              Cheaper than 73% of the 3,755 stocks in the
                           of portfolio assets       Bloomberg database with a market capitalization
                                                     above $100 million that are based in the United States.
=====================================================================================================

</TABLE>


     The  greater  comfort  we  draw  from  these  statistics  is  that  our two
portfolios  differ  significantly  from the popular  stock market  indices.  The
indices are at historically high levels as measured by financial fundamentals of
stock  prices to:  sales,  earnings  and book  values.  It has been an unusually
prosperous  time for a number of years,  but perhaps not as  prosperous as stock
prices might  suggest.  The  perennial  bears are sounding  words of caution and
reminding us what happened after similar  periods of prosperity,  such as in the
1960s and  1970s.  They cite  statistics  showing  that after the  1973-74  bear
market,  it took decades to regain losses in the stock market  indices.  In some
ways,  they are right.  However,  the raw  numbers do not always  tell the whole
story.  Stock market indices are market cap weighted and as such can reflect the
excesses of both a bull market and a bear market.  Currently, a relatively small
number of stocks with very high  price/earnings  ratios are distorting a broader
picture. In the 1970s, the fall from grace of the so-called "nifty fifty" growth
stocks  created  a worse  than  actual  picture  of what  happened  to stocks in
general.  While most stocks declined in the early 1970s bear market, the decline
of value  stocks  was far less  severe.  When the market  recovered,  reasonably
priced stocks regained their losses much faster and went on to new highs. Not so
with the sacred growth stocks that were selling at more than 60 times  earnings.
The stock  market has always been prone to pricing  excesses  both on the upside
and the  downside.  While a handful of  favorite  growth  stocks are priced well
above what a corporate  buyer would pay in an acquisition of the entire company,
many old economy  companies and smaller cap issues sell well below their private
market values. Last year


================================================================================
                                       14
<PAGE>


and  this  year  there  has  been  a  significant  increase  in  the  number  of
acquisitions  of small and medium cap  companies,  and a resurgence in leveraged
buyouts.  This  activity  tells  us that  there  still is a lot of value in this
market both in the US and internationally.

     We have  enclosed a copy of our most  recent  investment  strategy  report,
INVESTING FOR HIGHER AFTER-TAX  RETURNS:  LESSONS FOR TAX-PAYING  INVESTORS FROM
WARREN BUFFETT,  INDEX FUNDS, THE BEST-PERFORMING STOCKS OVER AN 18-YEAR PERIOD,
AND OUR OWN EXPERIENCE.  For tax paying  investors,  when it comes to investment
returns,  it's  what you keep that  counts.  In this  report,  we  describe  our
strategy  for seeking to earn both high pre-tax and high  after-tax  returns for
our  tax-free  and  tax-paying  clients,  and share what we have  learned  about
investing  when taxes are taken  into  consideration.  Over the  years,  Tweedy,
Browne's  investment  philosophy  and  practices  have  been  strongly,  if  not
entirely,  influenced  by two great  teachers and  trailblazers  in the field of
investing,  Benjamin  Graham,  author  of the  classic  textbook  on  investment
analysis,  Security Analysis, and his star student,  Warren Buffett, who, in our
view, is the world's most successful investor. Many of the central ideas in this
report about how to invest for higher after-tax (and higher pre-tax) returns are
lessons from Warren Buffett,  who has been very generous in publicly sharing his
knowledge of business and investing. We hope that you enjoy this report and that
it will be useful to you.

         Sincerely,
         TWEEDY, BROWNE COMPANY LLC

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

October 13, 2000


================================================================================
                                      15
<PAGE>

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 US 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
     US.

(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 US.

(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)  Investment  results for the  six-month  periods are  cumulative;  all other
     results are annualized.

(8)  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 each Funds
     inception  date,  May 31, 1993 and November 30,  1993,  respectively,  were
     used.


================================================================================

                                       16
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS


September 30, 2000 (Unaudited)          [GRAPHIC OMITTED]
                                           WORLD LOGO

                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------

               COMMON STOCKS--86.0%
               CANADA--1.0%
       72,400  Canadian Western Bank ............................ $    1,063,432
      260,700  Melcor Developments Ltd. .........................      3,478,368
    1,853,500  National Bank of Canada, Toronto .................     29,318,955
      238,100  Shirmax Fashions Ltd. (DAGGER) ...................        312,540
                                                                  --------------
                                                                      34,173,295
                                                                  --------------
               FINLAND--2.6%
      946,927  Huhtamaki Van Leer Oyj ...........................     24,984,903
    1,673,800  Kesko Oyj ........................................     14,770,444
      859,389  Kone Corporation, Class B ........................     52,327,365
                                                                  --------------
                                                                      92,082,712
                                                                  --------------
               FRANCE--1.1%
      185,919  Banque Nationale de Paris ........................     16,390,011
      107,216  Bongrain SA ......................................      3,500,671
       20,916  Christian Dior SA ................................      1,126,819
       57,700  Compagnie Lebon SA ...............................      2,729,170
       34,294  GFI Industries SA ................................        726,911
       26,145  LVMH (Louis Vuitton Moet Hennessy) ...............      1,973,780
      994,617  Rhodia SA ........................................     10,804,481
       56,256  Sylea SA .........................................      2,569,030
                                                                  --------------
                                                                      39,820,873
                                                                  --------------
               GERMANY--4.8%
       31,050  Altana AG ........................................      3,507,208
      874,100  Bayer AG .........................................     32,319,537
      182,027  Boewe Systec AG ..................................      3,935,427
       40,923  Kaufring AG (DAGGER) .............................        252,787
       10,700  Krones AG ........................................        297,430
       31,472  KSB AG ...........................................      2,402,318
      104,581  KSB AG, Vorzug ...................................      7,853,664
    2,722,173  Merck KGaA .......................................     94,165,491
      538,914  Moebel Walther AG ................................      5,801,887
      136,187  Moebel Walther AG, Vorzugsakt ....................      1,177,746
       30,785  Sinn Leffers AG ..................................      2,458,543
       15,018  Springer (Axel) Verlag AG, Class A ...............     14,246,578
                                                                  --------------
                                                                     168,418,616
                                                                  --------------
               HONG KONG--4.7%
   15,811,309  Asean Resources Holdings Ltd. ....................      1,338,421
  101,611,952  City e-Solutions Ltd. (DAGGER) ...................     12,902,112
   24,644,000  Fountain Set Holdings ............................      2,338,965
    1,004,000  Grand Hotel Holdings Ltd. ........................        114,605
    5,376,000  Jardine International Motor Holdings Ltd. ........      2,930,414
   14,707,000  Jardine Strategic Holdings Ltd. ..................     42,944,440


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       17
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)


                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------

               COMMON STOCKS
               HONG KONG--(CONTINUED)
   47,724,000  South China Morning Post (Holdings) Ltd. ......... $   36,419,554
   38,919,000  Swire Pacific Ltd., Class B ......................     31,946,440
   10,446,500  Wing Hang Bank Ltd. ..............................     33,629,883
                                                                  --------------
                                                                     164,564,834
                                                                  --------------
               IRELAND--1.6%
   14,910,850  Independent News & Media PLC .....................     54,606,015
    1,105,000  Unidare PLC (DAGGER) .............................      2,076,978
                                                                  --------------
                                                                      56,682,993
                                                                  --------------
               ITALY--1.8%
      569,050  Banco di Sardegna Risp ...........................      7,758,342
      472,500  Bassetti SPA .....................................      2,334,962
    1,156,450  Cristalleria Artistica ...........................      2,949,271
    1,150,500  Maffei SPA .......................................      1,370,599
    3,565,000  Mondadori (Arnoldo) Editore SPA ..................     42,347,409
      276,925  San Paolo-IMI SPA ................................      4,516,002
      380,000  Vincenzo Zucchi SPA ..............................      1,877,853
                                                                  --------------
                                                                      63,154,438
                                                                  --------------
               JAPAN--16.0%
      501,395  Aiful Corporation ................................     48,255,673
      643,000  Amatsuji Steel Ball Manufacturing Company ........      5,890,894
       28,000  Banyu Pharmaceutical Company Ltd. ................        593,374
       66,000  CCI Corporation ..................................        354,248
      101,000  Charle Company ...................................        625,292
      143,000  Chiyoda Company ..................................        701,370
      774,000  Chofu Seisakusho Company .........................      9,884,509
       77,200  Coca-Cola West Japan Company Ltd. ................      2,571,905
      270,000  Credia Company Ltd. ..............................      4,994,725
      474,000  Daiwa Industries Ltd. ............................      1,372,959
      290,000  Denyo Company Ltd. ...............................      1,905,423
      355,000  Dowa Fire & Marine Insurance Company .............        883,722
    1,263,000  Fuji Coca-Cola Bottling Company ..................     10,425,652
      618,000  Fuji Photo Film Ltd. .............................     20,702,943
    4,237,000  Fujitec Company Ltd. .............................     33,916,389
      627,000  Fukuda Denshi ....................................     11,314,547
      419,000  Glory Ltd. .......................................      7,293,531
    1,902,000  Hitachi Koki Company Ltd. ........................      5,667,629
      585,000  Hitachi Medical Corporation ......................      5,955,025
      319,800  Inaba Denkisangyo Company Ltd. ...................      3,906,496
      722,000  Kagawa Bank Ltd. .................................      3,741,625
      321,000  Katsuragawa Electric Company .....................        861,466
    1,239,000  Kawasumi Laboratories, Inc. ......................     11,465,852
    1,591,000  Koito Manufacturing ..............................      7,611,947


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       18
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)




                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------

               COMMON STOCKS
               JAPAN--(CONTINUED)
      185,000  Kokura Enterprise Company ........................ $      684,805
      723,000  Mandom Corporation ...............................      8,497,224
      303,000  Matsumoto Yushi-Seiyaku Company ..................      5,495,836
    1,941,000  Matsushita Electric Industrial Company ...........     50,833,148
      371,000  Meito Sangyo Company .............................      3,879,604
       10,500  Miura Company Ltd. ...............................        135,355
      266,000  Morito ...........................................      1,208,643
      374,000  Nankai Plywood Company Ltd. ......................      1,415,565
      634,000  Nippon Broadcasting System Inc. ..................     35,320,007
    1,155,000  Nippon Cable System ..............................     10,902,277
    1,060,000  Nippon Konpo Unyu Soko ...........................      7,141,218
      140,400  Nissin Company Ltd. ..............................      5,586,896
      552,000  Nitto FC Company .................................      2,068,851
       44,000  Osaka Sanso Kogyo Ltd. ...........................         93,652
      867,000  Riken Vitamin ....................................     12,034,981
      119,000  Rock Paint .......................................        880,992
      452,000  Sangetsu Company Ltd. ............................      6,533,629
      232,000  Sanko Sangyo Company .............................      1,824,912
    1,297,000  Sanyo Shinpan Finance Company Ltd. ...............     33,727,281
      213,000  Sasakura Engineering Company Ltd. ................        749,028
      760,600  Shikoku Coca-Cola Bottling .......................      6,933,102
      477,000  Shingakukai ......................................      1,589,117
      630,000  Shinki Company Ltd. ..............................     13,700,722
    3,501,000  Shionogi & Company Ltd. ..........................     65,283,315
      452,000  SK Kaken Company Ltd. ............................      7,508,236
      712,000  Sonton Food Industry .............................      6,430,798
       39,900  Sysmex Corporation ...............................      1,236,952
      369,000  Tachi-S ..........................................      1,741,532
       16,900  Takano Company Ltd. ..............................        214,261
      331,000  Takefuji Corporation .............................     36,451,046
      237,000  Teikoku Hormone Manufacturing Company ............      1,688,784
      269,000  TENMA Corporation ................................      3,084,314
      441,000  Tochigi Bank Ltd. ................................      2,709,828
       58,000  Tomita Electric Company Ltd. .....................        161,022
      381,000  Torii Company Ltd. ...............................      1,375,069
    1,073,000  Torishima Pump Manufacturing .....................      5,262,724
       79,000  Toso Company Ltd. ................................        303,396
      456,000  Toyo Technical Company Ltd. ......................      1,793,448
      890,500  Tsubaki Nakashima Company Ltd. ...................     11,619,517
      780,000  U-Shin ...........................................      2,779,012
      291,000  Zojirushi ........................................      1,346,474
                                                                  --------------
                                                                     563,123,769
                                                                  --------------
               MALAYSIA--0.3%
    3,718,000  Star Publications (Malaysia) .....................     10,762,632
                                                                  --------------

======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       19
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)




                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------


               COMMON STOCKS
               MEXICO--0.2%
      751,000  Embotelladoras Argos SA .......................... $    1,192,821
    3,571,900  Grupo Continental SA .............................      4,349,518
                                                                  --------------
                                                                       5,542,339
                                                                  --------------
               NETHERLANDS--6.4%
      868,757  Akzo NV, Ord. ....................................     36,645,124
       23,620  Crown Van Gelder Gemeenschappelijk Bezit NV ......        281,387
      778,478  European Vinyls Corporation International NV .....      7,213,161
    3,455,932  Holdingmaatschappij de Telegraaf NV ..............     71,667,629
       93,298  Internatio-Muller NV .............................      1,835,977
       58,425  Koninklijke Grolsch NV ...........................        969,274
       73,302  Koninklijke Vopak NV .............................      1,461,889
      996,173  Koninklijke Wessanen NV ..........................     11,471,898
      351,571  Stork NV .........................................      3,459,218
      393,425  Twentsche Kabel Holding ..........................     12,845,578
      739,643  Unilever NV, CVA .................................     35,898,378
    3,471,095  Wegener Arcade NV ................................     39,819,870
                                                                  --------------
                                                                     223,569,383
                                                                  --------------
               NEW ZEALAND--0.8%
   16,785,509  Air New Zealand Ltd. .............................     19,378,196
   13,115,897  Carter Holt Harvey Ltd. ..........................      8,743,842
                                                                  --------------
                                                                      28,122,038
                                                                  --------------
               NORWAY--1.0%
      262,800  SAS Norge ASA, B Shares ..........................      2,214,521
    1,895,300  Schibsted ASA ....................................     33,299,041
                                                                  --------------
                                                                      35,513,562
                                                                  --------------
               SINGAPORE--5.2%
    8,547,700  Cycle & Carriage Ltd. ............................     17,190,686
    8,271,000  Fraser & Neave Ltd. ..............................     28,515,773
   12,312,016  Overseas Union Bank Ltd. .........................     57,304,677
    3,509,000  Robinson and Company, Ord. .......................     10,081,595
    2,697,800  Singapore Press Holdings Ltd. ....................     40,460,024
    3,975,840  United Overseas Bank Ltd. ........................     28,557,145
                                                                  --------------
                                                                     182,109,900
                                                                  --------------
               SOUTH AFRICA--0.8%
    3,909,170  Sappi Ltd. .......................................     28,962,830
                                                                  --------------
               SPAIN--0.1%
      189,588  Indo Internacional  SA ...........................        593,922
      376,152  Unipapel  SA .....................................      3,890,281
                                                                  --------------
                                                                       4,484,203
                                                                  --------------


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       20
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)





                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------


               COMMON STOCKS
               SWEDEN--4.3%
      144,785  BRIO AB, Class B ................................. $      642,537
      204,000  Lundbergforetagen AB, Class B ....................      2,795,391
    2,438,429  Pharmacia Corporation, Depository Shares .........    147,323,334
      103,400  VLT AB, Class B ..................................        890,917
                                                                  --------------
                                                                     151,652,179
                                                                  --------------
               SWITZERLAND--9.8%
           33  Bank of International Settlements America ........        296,893
       27,529  Banque Cantonale Vaudoise ........................      9,365,339
       30,131  Compagnie Financiere Richemont AG ................     90,563,842
        4,315  Daetwyler Holding AG, Bearer .....................      5,941,738
       90,205  Edipresse SA, Bearer .............................     40,186,213
       19,020  Forbo Holding AG .................................      8,143,254
       10,780  Helvetia Patria Holding, Registered ..............      9,355,473
       29,327  Loeb Holding AG ..................................      4,123,155
       57,089  Nestle SA, Registered ............................    118,907,892
       17,027  Novartis AG, Bearer ..............................     26,105,965
       13,511  Sarna Kunsstoff Holding AG, Registered ...........     15,165,089
       21,161  SIG Schweizerishe ................................     13,100,133
        3,355  Vetropack Holding AG, Bearer .....................        533,803
        7,396  Zehnder Holding, Bearer ..........................      4,364,684
                                                                  --------------
                                                                     346,153,473
                                                                  --------------
               UNITED KINGDOM--11.5%
    2,006,739  Alumasc Group PLC ................................      4,257,594
      639,000  Burtonwood Brewery PLC ...........................      1,573,028
   11,650,426  Caradon PLC ......................................     30,402,406
    3,979,658  Carclo Engineering Group PLC .....................      7,796,202
    6,184,821  Diageo PLC .......................................     55,277,053
    4,544,753  Elementis PLC ....................................      4,653,198
   14,088,734  Elementsis PLC, Class B ..........................        208,302
      100,000  Ellis & Everard PLC ..............................        222,514
      837,282  Folkes Group PLC .................................        922,252
      427,800  Glaxo Wellcome PLC, Units, Sponsored ADR .........     25,855,163
   16,315,820  Glynwed International PLC ........................     43,119,766
    1,098,479  Hardys & Hansons PLC .............................      4,084,616
      350,000  Johnston Group PLC ...............................      2,173,396
    4,545,154  McAlpine (Alfred) PLC ............................     10,953,619
    2,071,754  Nycomed Amersham PLC .............................     20,323,596
      584,000  Partridge Fine Art, Ord. .........................        556,922
    8,004,815  Pilkington PLC ...................................      9,704,800
    6,594,191  Rexam PLC ........................................     22,350,761
   14,388,656  Rolls-Royce PLC ..................................     36,271,545
      277,100  SmithKline Beecham PLC, Units, ADR ...............     19,015,988
      779,500  Swan Hill Group PLC ..............................        777,931


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       21
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)



                                                                       MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------



               COMMON STOCKS
               UNITED KINGDOM--(CONTINUED)
   11,101,479  Thistle Hotels PLC ............................... $   19,450,046
      600,000  Time Products PLC ................................      1,117,746
    4,468,749  TT Group PLC .....................................     10,191,370
    5,025,000  Unilever PLC .....................................     32,541,054
    3,147,334  Weir Group PLC ...................................      9,283,402
    4,504,600  Wolverhampton & Dudley Breweries PLC .............     31,368,849
       37,500  Young & Company's Brewery PLC, Class A ...........        318,802
                                                                  --------------
                                                                     404,771,921
                                                                  --------------
               UNITED STATES--12.0%
      663,000  American Express Company .........................     40,277,250
       75,700  American National Insurance Company ..............      4,849,531
       81,500  Coca-Cola Bottling Company .......................      3,364,422
      348,300  Comerica Inc. ....................................     20,353,781
      230,400  Federal Home Loan Mortgage Corporation ...........     12,456,000
       70,000  GATX Corporation .................................      2,931,250
    3,731,110  Hollinger International Inc. .....................     62,496,093
      197,100  Household International Inc. .....................     11,160,788
    1,000,000  MBIA Inc. ........................................     71,125,000
    4,378,334  Panamerican Beverages Inc., Class A ..............     74,431,678
      596,000  Popular Inc. .....................................     16,110,625
       74,100  Syms Corporation (DAGGER) ........................        287,138
      460,000  The PNC Financial Services Group Inc. ............     29,900,000
      809,000  Torchmark Corporation ............................     22,500,313
      294,600  Transatlantic Holdings Inc. ......................     27,250,500
      525,000  Wells Fargo & Company ............................     24,117,188
                                                                  --------------
                                                                     423,611,557
                                                                  --------------

               TOTAL COMMON STOCKS
               (Cost $2,290,694,651) ............................  3,027,277,547
                                                                  --------------

               PREFERRED STOCKS--1.0%
        5,400  Krones AG ........................................        145,339
      177,869  ProSieben Media AG ...............................     20,247,899
    1,718,250  Villeroy & Boch AG ...............................     16,011,804
                                                                  --------------
               TOTAL PREFERRED STOCKS
               (Cost $32,782,191) ...............................     36,405,042
                                                                  --------------
               WARRANTS--0.0% (DOUBLE DAGGER)
               (Cost $0)
       83,343  Banque National de Paris, Expires 7/15/02 (DAGGER)        426,567
                                                                  --------------


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       22
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)



March 31, 2000






                                                                       MARKET
   FACE                                                                VALUE
   VALUE                                                              (NOTE 1)
  --------                                                            ---------


               CONVERTIBLE CORPORATE BOND--0.0%(DOUBLE DAGGER)
               (COST $103,913)
JPY 9,000,000  Shikoku Coca-Cola Bottling 2.400% due 3/29/02 .... $      $86,369
                                                                  --------------

               U.S. TREASURY BILLS--0.4%
$  10,603,000  5.980%** due 1/04/01 .............................     10,435,155
    3,160,000  6.023%** due 5/31/01 .............................      3,033,474
                                                                  --------------

               TOTAL U.S. TREASURY BILLS
               (Cost $13,483,686) ...............................     13,468,629
                                                                  --------------

               REPURCHASE AGREEMENTS--7.1%
               (Cost $250,988,000)
  250,988,000  Agreement with Warburg Dillon Read, 6.480% dated 9/29/00,
               to be repurchased at $251,123,534 on 10/2/00, collaterized by
               $192,073,000 U.S. Treasury Bonds, 8.875% and 9.125% due
               2/15/19 and 5/15/18 (market value $256,008,915)...    250,988,000
                                                                  --------------
TOTAL INVESTMENTS (COST $2,588,052,441*) ...........     94.6%     3,328,652,154
OTHER ASSETS AND LIABILITIES (Net) .................      5.4        189,997,874
                                                      --------    --------------
NET ASSETS .........................................    100.0%    $3,518,650,028
                                                      ========    ==============
------------
 *        AGGREGATE COST FOR FEDERAL TAX PURPOSES.
**        RATE REPRESENTS ANNUALIZED YIELD AT DATE OF PURCHASE
(DAGGER)  NON-INCOME PRODUCING SECURITY.
(DOUBLE DAGGER) AMOUNT REPRESENTS LESS THAN 0.1% OF NET ASSETS.

ABBREVIATIONS:

ADR--AMERICAN DEPOSITORY RECEIPT
CVA--CERTIFICAATEN VAN AANDELEN (SHARE CERTIFICATES)
JPY--JAPANESE YEN
ORD--ORDINARY SHARE


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       23
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)




                                             Percentage of         Market Value
Sector Diversification                         Net Assets            (Note 1)
----------------------                        -----------        ---------------

COMMON STOCKS:
Printing and Publishing ........................ 12.8%           $   449,330,283
Pharmaceuticals ................................ 11.4                403,862,218
Food and Beverages ............................. 11.4                401,627,918
Banking ........................................  8.0                280,617,724
Financial Services .............................  6.0                211,126,383
Insurance ......................................  3.9                135,964,539
Manufacturing ..................................  3.5                126,933,797
Machinery ......................................  3.4                119,019,316
Chemicals ......................................  3.1                109,049,029
Tobacco ........................................  2.5                 90,563,842
Holdings .......................................  2.5                 90,276,660
Consumer Non-Durables ..........................  2.4                 83,869,758
Consumer Durables ..............................  2.1                 72,909,050
Engineering and Construction ...................  1.4                 47,821,335
Autos ..........................................  1.2                 42,945,886
Forest Products ................................  1.2                 41,878,340
Retail .........................................  1.2                 41,586,656
Building Materials .............................  1.0                 36,956,557
Aerospace ......................................  1.0                 36,271,545
Radio ..........................................  1.0                 35,320,007
Leisure ........................................  0.9                 33,109,300
Transportation/Transportation Services .........  0.9                 31,665,185
Construction Materials .........................  0.7                 23,308,343
Electronics ....................................  0.5                 18,004,664
Glass Products .................................  0.4                 13,187,874
Medical Research and Supplies ..................  0.4                 12,702,804
Wholesale ......................................  0.3                  8,860,018
Real Estate ....................................  0.2                  7,196,011
Textiles .......................................  0.2                  6,864,320
Health Care ....................................  0.2                  6,548,947
Diversified Operations .........................  0.1                  1,835,977
Commercial Services ............................  0.1                  1,793,448
Mining and Metal Fabrication ...................  0.0(DOUBLE DAGGER)   1,370,599
Oil and Gas ....................................  0.0(DOUBLE DAGGER)     684,805
Other ..........................................  0.1                  2,214,409
                                                -----            ---------------
TOTAL COMMON STOCKS ............................ 86.0              3,027,277,547
                                                -----            ---------------
PREFERRED STOCKS ...............................  1.0                 36,405,042
WARRANTS .......................................  0.0(DOUBLE DAGGER)     426,567
CONVERTIBLE CORPORATE BOND .....................  0.0(DOUBLE DAGGER)      86,369
U.S. TREASURY BILLS ............................  0.4                 13,468,629
REPURCHASE AGREEMENT ...........................  7.2                250,988,000
OTHER ASSETS AND LIABILITIES (NET) .............  5.4                189,997,874
                                                -----            ---------------
NET ASSETS .....................................100.0 %          $ 3,518,650,028
                                                =====            ===============

----------------
(DOUBLE DAGGER)  AMOUNT REPRESENTS LESS THAN 0.1% OF NET ASSETS.



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       24
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)


                                                         CONTRACT      MARKET
                                                           VALUE       VALUE
CONTRACTS                                                  DATE       (NOTE 1)
---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO BUY
   17,836,250   Danish Krona ........................    12/7/00   $  2,113,627
    1,514,300   Danish Krona ........................     4/5/01        179,996
   14,873,770   Danish Krona ........................    4/24/01      1,768,812
    1,230,780   Danish Krona ........................     5/7/01        146,415
       59,929   European Economic Union Euro ........    10/2/00         52,887
    9,624,768   European Economic Union Euro ........    10/3/00      8,494,316
      317,129   European Economic Union Euro ........    10/4/00        279,897
   10,794,279   European Economic Union Euro ........   10/20/00      9,535,446
    9,141,186   European Economic Union Euro ........   10/27/00      8,078,269
    1,876,301   Great Britain Pound Sterling ........    10/2/00      2,774,163
      184,907   Great Britain Pound Sterling ........    10/3/00        273,396
      517,476   Great Britain Pound Sterling ........    10/4/00        765,130
      211,231   Great Britain Pound Sterling ........    10/6/00        312,333
   78,000,000   Hong Kong Dollar ....................   10/20/00     10,006,087
    9,719,400   Japanese Yen ........................    10/3/00         89,982
    9,699,360   Japanese Yen ........................    10/4/00         89,816
    1,154,025   Mexican Peso ........................    10/3/00        122,117
    4,871,395   New Zealand Dollar ..................    11/6/00      1,980,570
    2,500,000   New Zealand Dollar ..................   11/13/00      1,016,475
   79,260,000   Norwegian Krone .....................   11/20/00      8,723,407
   51,541,750   Norwegian Krone .....................    12/7/00      5,671,294
   47,445,600   Norwegian Krone .....................   12/11/00      5,220,274
   56,000,000   Norwegian Krone .....................    2/12/01      6,154,459
   24,415,500   Singapore Dollar ....................    11/6/00     14,090,763
   14,200,000   Swiss Franc .........................   10/27/00      8,237,646
                                                                   ------------
TOTAL FORWARD EXCHANGE CONTRACTS TO BUY
(CONTRACT AMOUNT $96,835,116) .......................              $ 96,177,577
                                                                   ============
FORWARD EXCHANGE CONTRACTS TO SELL
    7,328,250   Canadian Dollar .....................    12/7/00   $ (4,879,124)
    3,182,520   Canadian Dollar .....................    3/12/01     (2,123,674)
    4,524,760   Canadian Dollar .....................    3/26/01     (3,020,297)
    3,902,850   Canadian Dollar .....................    3/28/01     (2,605,287)
      371,430   Canadian Dollar .....................     5/7/01       (248,158)
   13,593,920   Canadian Dollar .....................    5/14/01     (9,083,699)
    1,040,480   Canadian Dollar .....................    5/22/01       (695,388)
    1,549,485   Canadian Dollar .....................     6/4/01     (1,035,867)
    6,078,090   Canadian Dollar .....................    6/11/01     (4,063,962)
    7,312,000   Canadian Dollar .....................    8/20/01     (4,896,427)
   17,836,250   Danish Krona ........................    12/7/00     (2,113,627)
    1,514,300   Danish Krona ........................     4/5/01       (179,996)
   14,873,770   Danish Krona ........................    4/24/01     (1,768,812)
    1,230,780   Danish Krona ........................     5/7/01       (146,415)
      647,532   European Economic Union Euro ........    10/5/00       (571,541)
   10,794,279   European Economic Union Euro ........   10/20/00     (9,535,446)
    9,141,186   European Economic Union Euro ........   10/27/00     (8,078,269)


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       25
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)


                                                        CONTRACT      MARKET
                                                          VALUE       VALUE
CONTRACTS                                                 DATE       (NOTE 1)
---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO SELL
   23,251,488   European Economic Union Euro ........    11/6/00   $(20,558,193)
   19,391,700   European Economic Union Euro ........   11/13/00    (17,151,379)
   30,308,771   European Economic Union Euro ........   11/20/00    (26,816,397)
   39,163,244   European Economic Union Euro ........    12/7/00    (34,679,453)
   11,431,838   European Economic Union Euro ........   12/11/00    (10,124,991)
   75,721,006   European Economic Union Euro ........    1/16/01    (67,174,664)
    9,864,852   European Economic Union Euro ........    1/29/01     (8,756,259)
   58,973,855   European Economic Union Euro ........    2/12/01    (52,377,495)
   48,704,461   European Economic Union Euro ........    2/26/01    (43,282,362)
   20,216,315   European Economic Union Euro ........     3/7/01    (17,972,535)
   17,270,983   European Economic Union Euro ........    3/12/01    (15,357,344)
   18,285,944   European Economic Union Euro ........    3/26/01    (16,269,460)
   19,878,604   European Economic Union Euro ........    3/28/01    (17,687,983)
    9,772,982   European Economic Union Euro ........    4/17/01     (8,702,645)
   37,754,019   European Economic Union Euro ........     5/7/01    (33,644,873)
   24,731,846   European Economic Union Euro ........    5/14/01    (22,045,919)
    3,986,065   European Economic Union Euro ........    5/21/01     (3,554,119)
   24,574,669   European Economic Union Euro ........     6/4/01    (21,923,359)
    9,058,342   European Economic Union Euro ........    6/11/01     (8,083,212)
   41,632,653   European Economic Union Euro ........    6/15/01    (37,156,562)
    8,814,684   European Economic Union Euro ........    6/22/01     (7,869,081)
   72,992,701   European Economic Union Euro ........    7/16/01    (65,221,902)
   25,345,062   European Economic Union Euro ........    7/23/01    (22,652,861)
   37,921,881   European Economic Union Euro ........    8/13/01    (33,920,822)
   10,758,472   European Economic Union Euro ........    8/20/01     (9,625,929)
    4,652,028   European Economic Union Euro ........    8/30/01     (4,163,891)
   13,648,772   European Economic Union Euro ........    9/11/01    (12,222,176)
      246,660   Great Britain Pound Sterling ........    10/2/00       (364,694)
       95,854   Great Britain Pound Sterling ........    10/5/00       (141,731)
      560,923   Great Britain Pound Sterling ........    10/6/00       (829,400)
    6,192,717   Great Britain Pound Sterling ........    2/12/01     (9,177,945)
    9,503,897   Great Britain Pound Sterling ........     3/7/01    (14,089,737)
   11,382,216   Great Britain Pound Sterling ........    3/26/01    (16,878,784)
   16,751,685   Great Britain Pound Sterling ........    3/28/01    (24,841,895)
    6,883,174   Great Britain Pound Sterling ........     4/5/01    (10,208,293)
    6,129,570   Great Britain Pound Sterling ........    4/17/01     (9,091,835)
      189,382   Great Britain Pound Sterling ........    4/24/01       (280,927)
   13,751,897   Great Britain Pound Sterling ........    4/27/01    (20,400,079)
   10,951,139   Great Britain Pound Sterling ........     5/8/01    (16,247,291)
    4,197,154   Great Britain Pound Sterling ........    5/14/01     (6,227,377)
    6,555,096   Great Britain Pound Sterling ........    5/21/01     (9,726,637)
    9,978,712   Great Britain Pound Sterling ........     6/4/01    (14,808,969)
   11,549,314   Great Britain Pound Sterling ........    6/11/01    (17,141,147)
    5,094,614   Great Britain Pound Sterling ........    6/15/01     (7,561,606)
   13,075,314   Great Britain Pound Sterling ........     7/2/01    (19,410,461)
   16,428,994   Great Britain Pound Sterling ........    7/16/01    (24,392,784)


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       26
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)


                                                         CONTRACT      MARKET
                                                          VALUE        VALUE
 CONTRACTS                                                 DATE       (NOTE 1)
 ---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO SELL
   23,015,716   Great Britain Pound Sterling ........    7/23/01   $(34,174,978)
    9,957,184   Great Britain Pound Sterling ........    8/13/01    (14,788,369)
   13,275,629   Great Britain Pound Sterling ........    8/20/01    (19,718,422)
    9,425,663   Great Britain Pound Sterling ........    8/30/01    (14,001,565)
    9,110,021   Great Britain Pound Sterling ........    9/11/01    (13,534,467)
    8,179,680   Great Britain Pound Sterling ........    9/27/01    (12,154,349)
  125,504,000   Hong Kong Dollar ....................   10/20/00    (16,100,050)
   39,170,500   Hong Kong Dollar ....................   10/27/00     (5,025,294)
  125,395,200   Hong Kong Dollar ....................   11/13/00    (16,089,717)
   78,255,000   Hong Kong Dollar ....................   11/20/00    (10,041,662)
  117,141,000   Hong Kong Dollar ....................    12/7/00    (15,033,690)
   45,919,110   Hong Kong Dollar ....................    3/28/01     (5,898,295)
   11,304,055   Hong Kong Dollar ....................    4/17/01     (1,451,998)
   37,574,310   Hong Kong Dollar ....................    4/24/01     (4,826,389)
   97,817,210   Hong Kong Dollar ....................    4/27/01    (12,564,535)
   99,049,205   Hong Kong Dollar ....................     5/7/01    (12,722,766)
   22,651,030   Hong Kong Dollar ....................    5/21/01     (2,909,495)
   57,703,720   Hong Kong Dollar ....................    6/11/01     (7,411,945)
   21,815,360   Hong Kong Dollar ....................    6/15/01     (2,802,144)
  155,820,000   Hong Kong Dollar ....................     7/3/01    (20,014,752)
   77,870,000   Hong Kong Dollar ....................    7/16/01    (10,002,219)
   31,138,800   Hong Kong Dollar ....................    7/23/01     (3,999,702)
   77,773,000   Hong Kong Dollar ....................    8/20/01     (9,989,710)
   78,763,000   Hong Kong Dollar ....................    8/30/01    (10,116,858)
   10,001,956   Japanese Yen ........................    10/2/00        (92,579)
   44,912,994   Japanese Yen ........................    10/3/00       (415,805)
   71,723,266   Japanese Yen ........................    10/4/00       (664,154)
  992,000,000   Japanese Yen ........................   10/27/00     (9,230,194)
  495,700,000   Japanese Yen ........................   11/13/00     (4,625,793)
1,987,780,000   Japanese Yen ........................    1/16/01    (18,748,222)
4,929,000,000   Japanese Yen ........................    1/29/01    (46,589,975)
4,095,200,000   Japanese Yen ........................    2/13/01    (38,805,478)
1,518,600,000   Japanese Yen ........................     3/7/01    (14,442,644)
  634,851,000   Japanese Yen ........................    3/26/01     (6,056,750)
3,946,000,000   Japanese Yen ........................     4/5/01    (37,709,860)
4,669,450,000   Japanese Yen ........................    4/16/01    (44,706,313)
2,311,360,000   Japanese Yen ........................    4/24/01    (22,159,269)
1,277,616,000   Japanese Yen ........................    4/27/01    (12,254,829)
5,325,925,000   Japanese Yen ........................     5/2/01    (51,128,944)
  141,621,200   Japanese Yen ........................     5/7/01     (1,360,707)
  394,329,000   Japanese Yen ........................    5/14/01     (3,793,193)
  355,040,000   Japanese Yen ........................    5/21/01     (3,419,265)
2,850,464,000   Japanese Yen ........................     6/4/01    (27,516,159)
3,037,721,500   Japanese Yen ........................    6/11/01    (29,358,083)
3,649,310,000   Japanese Yen ........................    6/22/01    (35,333,510)
1,476,900,000   Japanese Yen ........................     7/2/01    (14,323,519)


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       27
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)



                                                         CONTRACT      MARKET
                                                          VALUE        VALUE
 CONTRACTS                                                 DATE       (NOTE 1)
 ---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO SELL
8,628,775,000   Japanese Yen ........................    7/16/01   $(83,879,815)
2,546,500,000   Japanese Yen ........................    8/20/01    (24,898,085)
3,037,650,000   Japanese Yen ........................    9/27/01    (29,886,478)
    4,871,395   New Zealand Dollar ..................    11/6/00     (1,980,570)
    8,828,723   New Zealand Dollar ..................   11/13/00     (3,589,671)
   27,662,517   New Zealand Dollar ..................    12/7/00    (11,249,075)
    5,278,116   New Zealand Dollar ..................    3/28/01     (2,146,610)
    1,798,381   New Zealand Dollar ..................     4/5/01       (731,346)
    2,312,953   New Zealand Dollar ..................    4/17/01       (940,498)
    3,766,670   New Zealand Dollar ..................     5/7/01     (1,531,319)
      355,091   New Zealand Dollar ..................    5/14/01       (144,351)
   79,260,000   Norwegian Krone .....................   11/20/00     (8,723,407)
   51,541,750   Norwegian Krone .....................    12/7/00     (5,671,294)
   47,445,600   Norwegian Krone .....................   12/11/00     (5,220,274)
   81,155,000   Norwegian Krone .....................    2/12/01     (8,919,020)
  125,032,500   Norwegian Krone .....................     3/7/01    (13,735,086)
   44,313,300   Norwegian Krone .....................    3/12/01     (4,867,439)
   42,768,600   Norwegian Krone .....................    3/28/01     (4,696,311)
   27,652,625   Norwegian Krone .....................    4/17/01     (3,034,971)
    4,526,600   Norwegian Krone .....................     5/7/01       (496,565)
   15,469,150   Norwegian Krone .....................    5/14/01     (1,696,664)
   61,873,880   Norwegian Krone .....................    5/21/01     (6,785,189)
   10,428,000   Norwegian Krone .....................    6/11/01     (1,142,960)
    8,084,500   Singapore Dollar ....................   10/27/00     (4,660,387)
   24,415,500   Singapore Dollar ....................    11/6/00    (14,090,763)
   40,660,000   Singapore Dollar ....................   11/20/00    (23,503,004)
    4,909,800   Singapore Dollar ....................    12/7/00     (2,843,497)
   49,095,000   Singapore Dollar ....................   12/11/00    (28,446,046)
   29,250,000   Singapore Dollar ....................    1/16/01    (17,014,921)
      497,400   Singapore Dollar ....................    3/28/01       (291,551)
   27,874,560   Singapore Dollar ....................    4/17/01    (16,370,872)
    3,864,575   Singapore Dollar ....................    4/27/01     (2,271,918)
   17,041,650   Singapore Dollar ....................     5/8/01    (10,029,331)
   30,011,610   Singapore Dollar ....................    6/11/01    (17,721,367)
    4,307,680   Singapore Dollar ...................     6/15/01     (2,544,611)
   25,209,000   Singapore Dollar ....................    7/16/01    (14,936,495)
   21,738,600   Singapore Dollar ....................    7/30/01    (12,897,850)
    8,244,375   Singapore Dollar ...................     8/13/01     (4,898,186)
   16,527,000   Singapore Dollar ....................    8/20/01     (9,825,784)
   17,148,560   Singapore Dollar ....................    8/30/01    (10,205,230)
   24,255,000   South African Rand ..................    3/26/01     (3,300,652)
    9,402,400   South African Rand .................     3/28/01     (1,279,238)
   19,108,090   South African Rand ..................     5/7/01     (2,588,526)
   22,368,090   South African Rand ..................    5/14/01     (3,027,852)
    9,196,250   South African Rand .................     6/11/01     (1,241,071)
   36,082,500   South African Rand ..................    6/22/01     (4,863,654)


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       28
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)




                                                         CONTRACT      MARKET
                                                          VALUE        VALUE
 CONTRACTS                                                 DATE       (NOTE 1)
 ---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO SELL
  108,525,000   South African Rand ..................    7/30/01   $(14,567,858)
   98,448,000   Swedish Krona .......................   11/20/00    (10,260,291)
   84,000,000   Swedish Krona .......................    2/12/01     (8,802,222)
   97,065,085   Swedish Krona .......................    3/26/01    (10,195,560)
    5,081,700   Swedish Krona .......................    3/28/01       (533,834)
   23,668,400   Swedish Krona .......................     4/5/01     (2,487,241)
   27,524,250   Swedish Krona .......................    4/17/01     (2,893,956)
    2,158,150   Swedish Krona .......................    4/24/01       (226,982)
   53,483,475   Swedish Krona .......................    4/27/01     (5,625,816)
  119,041,650   Swedish Krona .......................    5/14/01    (12,531,030)
   23,172,760   Swedish Krona .......................    5/21/01     (2,440,046)
    3,931,875   Swedish Krona .......................     6/4/01       (414,271)
   25,942,200   Swedish Krona .......................     7/2/01     (2,736,662)
   40,856,000   Swedish Krona .......................    8/30/01     (4,320,989)
  113,190,000   Swedish Krona .......................    9/27/01    (11,985,371)
   50,449,000   Swiss Franc .........................   10/27/00    (29,266,269)
   29,622,000   Swiss Franc .........................    11/6/00    (17,199,734)
   19,377,800   Swiss Franc .........................   11/13/00    (11,258,415)
   14,984,000   Swiss Franc .........................   11/20/00     (8,710,956)
   33,158,400   Swiss Franc .........................    12/7/00    (19,305,236)
    7,525,000   Swiss Franc .........................   12/11/00     (4,382,676)
   45,226,200   Swiss Franc .........................    1/16/01    (26,420,488)
    7,849,500   Swiss Franc .........................    1/29/01     (4,590,440)
   15,612,000   Swiss Franc .........................    2/12/01     (9,140,448)
   30,988,080   Swiss Franc .........................    3/12/01    (18,184,237)
   42,778,160   Swiss Franc .........................    3/26/01    (25,131,442)
   25,619,930   Swiss Franc .........................    3/28/01    (15,053,722)
   24,384,345   Swiss Franc .........................     5/7/01    (14,372,587)
   19,257,750   Swiss Franc .........................    6/11/01    (11,381,882)
   17,159,275   Swiss Franc .........................    6/15/01    (10,144,781)
   12,727,200   Swiss Franc .........................    6/22/01     (7,528,580)
   31,752,000   Swiss Franc .........................     7/2/01    (18,797,015)
   16,567,000   Swiss Franc .........................    8/13/01     (9,839,584)
    8,295,500   Swiss Franc .........................    8/20/01     (4,929,590)
   20,846,400   Swiss Franc .........................    9/11/01    (12,409,044)
                                                                ---------------
TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(Contract Amount $2,583,186,832) ....................           $(2,416,861,122)
                                                                ===============


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================

                                       29
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2000 (UNAUDITED)




ASSETS
   Investments, at value (Cost $2,588,052,441) (Note 1)
      SEE ACCOMPANYING SCHEDULE ................................ $3,328,652,154
   Cash and foreign currency (Cost $4,156,224) .................      4,167,014
   Net unrealized appreciation of forward exchange
      contracts (Note 1) .......................................    165,668,171
   Receivable for Fund shares sold .............................     71,323,965
   Dividends and interest receivable ...........................      7,693,134
   Receivable for investment securities sold ...................      3,079,071
                                                                 --------------
      TOTAL ASSETS .............................................  3,580,583,509
                                                                 --------------

LIABILITIES
   Payable for Fund shares redeemed ..............  $ 41,599,093
   Payable for investment securities purchased ...    17,216,471
   Investment advisory fee payable (Note 2) ......     2,241,450
   Custodian fees payable (Note 2) ...............       143,941
   Transfer agent fees payable (Note 2) ..........        92,351
   Accrued expenses and other payables ...........       640,175
                                                    ------------
      TOTAL LIABILITIES ........................................     61,933,481
                                                                 --------------
NET ASSETS ..................................................... $3,518,650,028
                                                                 ==============

NET ASSETS consist of
   Undistributed net investment income ......................... $   28,437,258
   Accumulated net realized gain on securities, forward
      exchange contracts and foreign currencies ................    243,272,045
   Net unrealized appreciation of securities, forward exchange
      contracts, foreign currencies and net other assets .......    905,899,967
   Par value ...................................................         15,618
   Paid-in capital in excess of par value ......................  2,341,025,140
                                                                 --------------
      TOTAL NET ASSETS ......................................... $3,518,650,028
                                                                 ==============

NET ASSET VALUE, offering and redemption price per share
  ($3,518,650,028 (DIVIDE) 156,183,253 shares of common stock
      outstanding) .............................................         $22.53
                                                                         ======




======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       30
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)



INVESTMENT INCOME
   Dividends (net of foreign withholding taxes of $4,961,181) ...  $ 37,968,293
   Interest (net of foreign withholding taxes of $101) ..........     9,588,019
                                                                   ------------
      TOTAL INVESTMENT INCOME ...................................    47,556,312
                                                                   ------------
EXPENSES
   Investment advisory fee (Note 2) ..............   $ 21,156,495
   Custodian fees (Note 2) .......................        842,326
   Administration fee (Note 2) ...................        636,555
   Transfer agent fees (Note 2) ..................        303,322
   Legal and audit fees ..........................         69,754
   Directors' fees and expenses (Note 2) .........         27,905
   Other .........................................        457,592
                                                     ------------
      TOTAL EXPENSES ............................................    23,493,949
                                                                   ------------
NET INVESTMENT INCOME ...........................................    24,062,363
                                                                   ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
(Notes 1 and 3):
   Net realized gain (loss) on:
      Securities ................................................    70,072,807
      Forward exchange contracts ................................    45,317,838
      Foreign currencies and net other assets ...................    (1,011,218)
                                                                   ------------
   Net realized gain on investments during the period ...........   114,379,427
                                                                   ------------
   Net unrealized appreciation (depreciation) of:
      Securities ................................................   (47,138,239)
      Forward exchange contracts ................................   131,121,266
      Foreign currencies and net other assets ...................      (313,869)
                                                                   ------------
   Net unrealized appreciation of investments during the period .    83,669,158
                                                                   ------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS .................   198,048,585
                                                                   ------------
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ...................................................  $222,110,948
                                                                   ============





======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       31
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>


                                                                 SIX MONTHS
                                                                    ENDED                YEAR
                                                                   9/30/00               ENDED
                                                                 (UNAUDITED)            3/31/00
                                                               --------------       --------------
<S>                                                            <C>                  <C>
Net investment income ........................................ $   24,062,363       $   34,225,569
Net realized gain on securities, forward exchange contracts
and currency transactions during the period ..................    114,379,427          129,754,740
Net unrealized appreciation of securities, forward
   exchange contracts, foreign currencies and net
   other assets during the period ............................     83,669,158          415,640,304
                                                               --------------       --------------
Net increase in net assets resulting from operations .........    222,110,948          579,620,613
DISTRIBUTIONS:
   Dividends to shareholders from net investment
      income .................................................        --               (38,718,066)
   Distributions to shareholders from net realized
      gain on investments ....................................        --               (87,908,561)
Net increase in net assets from Fund share transactions
  (Note 4) ...................................................     60,034,886          193,936,237
                                                               --------------       --------------
Net increase in net assets ...................................    282,145,834          646,930,223

NET ASSETS
Beginning of period ..........................................  3,236,504,194        2,589,573,971
                                                               --------------       --------------
End of period (including undistributed net investment
   income of $28,437,258 and $4,374,895, respectively) ....... $3,518,650,028       $3,236,504,194
                                                               ==============       ==============

</TABLE>



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================

                                       32
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

FINANCIAL HIGHLIGHTS

For a Fund share outstanding throughout each period.

<TABLE>


                                         SIX MONTHS
                                           ENDED         YEAR          YEAR          YEAR          YEAR        YEAR
                                          9/30/00        ENDED         ENDED         ENDED         ENDED       ENDED
                                        (UNAUDITED)     3/31/00       3/31/99       3/31/98       3/31/97    3/31/96(a)
                                        -----------   ----------    ----------    ----------    ----------   ----------
<S>                                        <C>         <C>           <C>           <C>           <C>          <C>
Net asset value, beginning of
   period .............................     $21.10      $18.08        $18.98        $15.46        $14.28       $11.52
                                            ------      ------        ------        ------        ------       ------
Income from investment operations:
Net investment income (b) .............       0.15        0.23          0.23          0.26          0.12         0.15
Net realized and unrealized gain
   on investments .....................       1.28        3.64          0.24          4.62          2.18         2.81
                                            ------      ------        ------        ------        ------       ------
      Total from investment
          operations ..................       1.43        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 period ........     $22.53      $21.10        $18.08        $18.98        $15.46       $14.28
                                            ------      ------        ------        ------        ------       ------
Total return (c) ......................       6.78%      21.68%         3.03%        33.09%        16.66%       25.88%
                                            ------      ------        ------        ------        ------       ------
Ratios/Supplemental Data:
Net assets, end of period (in 000's) .. $3,518,650  $3,236,504    $2,589,574    $2,527,941    $1,441,210     $950,911
Ratio of operating expenses to
   average net assets (d) .............       1.39%(e)    1.38%         1.41%         1.42%         1.58%       1.60%
Ratio of net investment income
   to average net assets ..............       1.43%(e)    1.10%         1.26%         1.05%         0.73%        1.15%
Portfolio turnover rate ...............          8%         16%           23%           16%           20%          17%





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

<FN>

(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 the 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.

(e)   Annualized.

</FN>
</TABLE>



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       33
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


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 US  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



================================================================================

                                       34
<PAGE>




TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

determined  by the  Investment  Adviser  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 US
dollars.  Foreign  currencies,  investments and other assets and liabilities are
translated  into US 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 investments, securities transactions, foreign


================================================================================


                                       35
<PAGE>




TWEEDY, BROWNE GLOBAL VALUE FUND

 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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.

     Tweedy,  Browne Company LLC collects  transaction  charges from the Fund to
cover the cost of such charges incurred when clearing US securities




                                       36
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

through its clearing broker, US Clearing. For the six months ended September 30,
2000 the Fund reimbursed  Tweedy,  Browne Company LLC $465 for such  transaction
charges.

     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 dividends 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

================================================================================

                                       37
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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.

     The current and retired managing  directors and their families,  as well as
employees  of  Tweedy,   Browne,  the  Investment  Adviser  to  the  Fund,  have
approximately $49.8 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 The 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

================================================================================

                                       38
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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").  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 six months ended September 30, 2000,
aggregated $296,275,207 and $238,969,664, respectively.

     At September 30, 2000, the aggregate gross unrealized  appreciation for all
securities,  in  which  there  was  an  excess  of  value  over  tax  cost,  was
$918,632,071 and the aggregate gross unrealized depreciation for all securities,
in which there was an excess of tax cost over value, was $178,032,358.

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:
                     -----------------------------------------------------------
                     SIX MONTHS ENDED 9/30/00           YEAR ENDED 3/31/00
                     -----------------------------------------------------------
                      SHARES         AMOUNT           SHARES          AMOUNT
--------------------------------------------------------------------------------
Sold               76,240,737   $1,660,080,812      103,466,727  $2,114,976,918
Reinvested            --               --             5,919,140     117,469,197
Redeemed          (73,420,999)  (1,600,045,926)     (99,258,702) (2,038,509,878)
--------------------------------------------------------------------------------
Net Increase        2,819,738   $   60,034,886       10,127,165  $  193,936,237
--------------------------------------------------------------------------------


================================================================================

                                       39
<PAGE>


TWEEDY, BROWNE GLOBAL VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


5.       FOREIGN SECURITIES

     Investing  in  securities  of foreign  companies  and  foreign  governments
involves  economic  and  political  risks  and   considerations   not  typically
associated  with  investing  in  US  companies  and  the  US  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 27,
2000,  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.  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. 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 six months ended  September 30, 2000,  the Company did not
borrow, on behalf of the Fund, under the Agreement.

================================================================================

                                       40
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

PORTFOLIO OF INVESTMENTS


September 30, 2000 (Unaudited)         [GRAPHIC OMITTED]
                                          AMERICA LOGO


                                                                      MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------



               COMMON STOCK--DOMESTIC--78.9%
               ADVERTISING--0.8%
       11,580  Grey Global Group Inc. ........................... $    7,066,333
                                                                  --------------
               BANKING--8.3%
       45,300  BancFirst Corporation ............................      1,445,353
       20,400  Cape Cod Bank & Trust Company ....................        371,025
      112,650  Comerica Inc. ....................................      6,582,984
        4,500  Community Financial Group-Bank of Nashville ......         53,578
      100,000  First Union Corporation ..........................      3,218,750
      927,295  Hibernia Corporation, Class A ....................     11,359,364
       44,642  Mid-America Bancorp ..............................      1,166,272
      802,520  Popular Inc. .....................................     21,693,119
      196,700  The PNC Financial Services Group Inc. ............     12,785,500
      360,000  Wells Fargo & Company ............................     16,537,500
       39,004  Whitney Holding Corporation ......................      1,421,208
                                                                  --------------
                                                                      76,634,653
                                                                  --------------
               BASIC INDUSTRIES--4.1%
      215,700  Gorman-Rupp Company ..............................      3,545,569
      617,700  Rayonier Inc. ....................................     22,198,594
      232,200  Regal Beloit .....................................      3,938,112
       64,900  Sequa Corporation, Class A (DAGGER) ..............      2,758,250
       64,000  Tecumseh Products Company, Class A ...............      2,682,000
       66,100  Tecumseh Products Company, Class B ...............      2,654,328
        5,200  Woodward Governor Company ........................        231,888
                                                                  --------------
                                                                      38,008,741
                                                                  --------------
               BROADCAST, RADIO & TV--3.0%
      668,060  Comcast Corporation, Class A (DAGGER) ............     27,348,706
                                                                  --------------
               BUSINESS AND COMMERCIAL SERVICES--0.7%
        5,200  IIC Industries Inc. (DAGGER) .....................         68,413
       31,500  Navigators Group Inc. (DAGGER) ...................        344,531
      406,897  Wallace Computer Services Inc. ...................      6,205,179
                                                                  --------------
                                                                       6,618,123
                                                                  --------------
               CHEMICALS--2.8%
      275,000  International Specialty Products Inc. (DAGGER) ...      1,478,125
      727,700  Lilly Industries Inc., Class A ...................     21,467,150
      232,900  Oil-Dri Corporation of America ...................      2,037,875
       77,500  Stepan Chemical Company ..........................      1,554,844
                                                                  --------------
                                                                      26,537,994
                                                                  --------------
               CONSUMER NON-DURABLES--0.3%
      347,500  M&F Worldwide Corporation (DAGGER) ...............      2,019,844

======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       41
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)



                                                                      MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------


               COMMON STOCK--DOMESTIC
               CONSUMER NON-DURABLES--(CONTINUED)
       57,200  Village Super Market Inc., Class A (DAGGER) ...... $      697,125
                                                                  --------------
                                                                       2,716,969
                                                                  --------------
               CONSUMER SERVICES--3.5%
      816,000  Bell & Howell Company (DAGGER) ...................     17,850,000
      739,000  Dollar Thrifty Automotive Group Inc. (DAGGER) ....     14,595,250
                                                                  --------------
                                                                      32,445,250
                                                                  --------------
               ENGINEERING AND CONSTRUCTION--0.1%
      150,500  Hovnanian Enterprises Inc., Class A (DAGGER) .....      1,119,344
                                                                  --------------
               FINANCIAL SERVICES--17.3%
      834,390  American Express Company .........................     50,689,193
      852,400  Credit Acceptance Corporation (DAGGER) ...........      5,434,050
      587,780  Federal Home Loan Mortgage Corporation ...........     31,776,856
    1,012,500  Federated Investors Inc., Class B ................     25,059,375
      623,500  Household International Inc. .....................     35,305,688
       41,600  Kent Financial Services Inc. (DAGGER) ............        178,100
      756,000  Phoenix Duff & Phelps Corporation ................     11,718,000
                                                                  --------------
                                                                     160,161,262
                                                                  --------------
               FOOD AND BEVERAGES--3.2%
      128,200  Coca-Cola Bottling Company .......................      5,292,256
    1,456,650  Panamerican Beverages Inc., Class A ..............     24,763,050
                                                                  --------------
                                                                      30,055,306
                                                                  --------------
               FURNITURE--1.0%
      375,440  HON Industries Inc. ..............................      9,245,210
                                                                  --------------
               HEALTH CARE--4.4%
      177,230  Bristol-Myers Squibb Company .....................     10,124,264
       83,412  Johnson & Johnson ................................      7,835,515
    1,555,000  Quorum Health Group Inc. (DAGGER) ................     20,457,969
      246,000  Spacelabs Medical Inc. (DAGGER) ..................      2,444,625
                                                                  --------------
                                                                      40,862,373
                                                                  --------------
               INSURANCE--17.8%
      408,900  21st Century Insurance Group Inc. ................      6,925,744
       77,400  American Indemnity Financial Corporation .........         77,400
      165,125  American National Insurance Company ..............     10,578,320
      463,500  Great American Financial Resources Inc. ..........      8,487,844
       16,520  Kansas City Life Insurance Company ...............        546,193
      119,000  Leucadia National Corporation ....................      3,183,250
      858,700  MBIA Inc. ........................................     61,075,038


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       42
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)



                                                                      MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------

               COMMON STOCK--DOMESTIC
               INSURANCE--(CONTINUED)
       21,600  Merchants Group Inc. ............................. $      388,125
      110,000  National Western Life Insurance Company,Class A(DAGGER) 8,016,250
      264,000  SCPIE Holdings Inc. ..............................      5,313,000
      571,000  Torchmark Corporation ............................     15,880,938
      477,958  Transatlantic Holdings Inc. ......................     44,211,115
                                                                  --------------
                                                                     164,683,217
                                                                  --------------
               METALS AND METAL PRODUCTS--0.2%
      100,000  Schnitzer Steel Industries Inc. ..................      1,453,125
                                                                  --------------
               PRINTING AND PUBLISHING--2.0%
    1,125,510  Hollinger International Inc. .....................     18,852,293
                                                                  --------------
               REAL ESTATE--0.3%
      361,693  HomeFed Corporation (DAGGER) .....................        217,016
      108,000  Koger Equity, Inc. ...............................      1,836,000
       13,200  Mays (J.W) Inc. (DAGGER) .........................        117,150
       55,225  Ramco-Gershenson Properties Trust ................        818,020
                                                                  --------------
                                                                       2,988,186
                                                                  --------------
               RESTAURANT CHAINS--2.3%
      702,800  McDonald's Corporation ...........................     21,215,775
                                                                  --------------
               RETAIL--1.0%
      194,765  Discount Auto Parts Inc. (DAGGER) ................      1,497,256
      117,900  EZCORP Inc., Class A .............................        145,533
       54,500  Friedman's Inc., Class A .........................        275,906
      182,700  Syms Corporation (DAGGER) ........................        707,963
      824,500  Value City Department Stores Inc. (DAGGER) .......      6,802,125
                                                                  --------------
                                                                       9,428,783
                                                                  --------------
               TELECOMMUNICATIONS--1.4%
       93,600  Commonwealth Telephone Enterprises Inc. (DAGGER) .      3,448,575
      461,545  RCN Corporation (DAGGER) .........................      9,577,059
                                                                  --------------
                                                                      13,025,634
                                                                  --------------
               TRANSPORTATION/TRANSPORTATION SERVICES--4.4%
      650,400  GATX Corporation .................................     27,235,500
       93,400  HUB Group Inc., Class A (DAGGER) .................        904,813
      188,600  RDO Equipment Company, Class A (DAGGER) ..........        554,013
       91,700  Werner Enterprises, Inc. .........................      1,083,206
      856,000  Wisconsin Central Transportation Corporation (DAGGER)   9,068,250
       34,900  XTRA Corporation (DAGGER) ........................      1,550,869
                                                                  --------------
                                                                      40,396,651
                                                                  --------------

               TOTAL COMMON STOCK--DOMESTIC
               (Cost $538,756,452) ..............................    730,863,928
                                                                  --------------


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       43
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)



                                                                      MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------

               COMMON STOCK--FOREIGN--16.8%
               HONG KONG--0.1%
    4,467,080  City e-Solutions Ltd. (DAGGER) ................... $      567,205
                                                                  --------------
               JAPAN--4.0%
       67,000  Amatsuji Steel Ball Manufacturing Company ........        613,826
       33,000  CCI Corporation ..................................        177,124
      247,700  Chofu Seisakusho Company .........................      3,163,298
       61,000  Denyo Company Ltd. ...............................        400,796
       93,000  Fuji Coca-Cola Bottling Company ..................        767,685
      326,000  Fujitec Company Ltd. .............................      2,609,569
      293,000  Fukuda Denshi ....................................      5,287,340
      109,000  Inaba Denkisangyo Company Ltd. ...................      1,331,483
       94,000  Katsuragawa Electric Company .....................        252,267
       95,000  Matsumoto Yushi-Seiyaku Company ..................      1,723,117
      107,000  Nippon Cable System ..............................      1,009,994
      118,000  Nippon Konpo Unyu Soko ...........................        794,966
       52,000  Nitto FC Company .................................        194,892
      119,000  Riken Vitamin ....................................      1,651,860
       30,000  Sanko Sangyo Company .............................        235,980
      130,600  Sanyo Shinpan Finance Company Ltd. ...............      3,396,132
       63,800  Shikoku Coca-Cola Bottling .......................        581,557
      220,000  Sonton Food Industry .............................      1,987,044
       88,600  Takefuji Corporation .............................      9,756,987
      162,000  Torishima Pump Manufacturing .....................        794,559
                                                                  --------------
                                                                      36,730,476
                                                                  --------------
               NETHERLANDS--1.6%
      218,600  Akzo Nobel NV, Sponsored ADR .....................      9,188,031
       36,500  Holdingmaatschappij de Telegraaf NV ..............        756,921
      107,857  Unilever NV, ADR .................................      5,204,100
                                                                  --------------
                                                                      15,149,052
                                                                  --------------
               SWEDEN--5.4%
      832,167  Pharmacia Corporation, Depository Shares .........     50,277,296
                                                                  --------------
               SWITZERLAND--1.6%
      134,000  Nestle SA, Registered, ADR .......................     13,955,102
       21,332  Novartis AG, ADR .................................        825,282
                                                                  --------------
                                                                      14,780,384
                                                                  --------------
               UNITED KINGDOM--4.1%
      321,030  Caradon PLC ......................................        837,745
      274,000  Carclo Engineering Group PLC .....................        536,770
      326,000  Diageo PLC, Sponsored ADR ........................     11,511,875
      163,670  Glaxo Wellcome PLC, Units, Sponsored ADR .........      9,891,806
                                                                  --------------



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================

                                       44
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 2000 (UNAUDITED)

                                                                      MARKET
                                                                       VALUE
   SHARES                                                             (NOTE 1)
  --------                                                           ---------


               COMMON STOCK--FOREIGN
               UNITED KINGDOM--(CONTINUED)
      142,000  Hardys & Hansons PLC ............................  $      528,017
      189,385  McAlpine (Alfred) PLC ...........................         456,409
       63,800  SmithKline Beecham PLC, Units, ADR ..............       4,378,275
      364,000  Unilever PLC, Sponsored ADR .....................       9,555,000
                                                                  --------------
                                                                      37,695,897
                                                                  --------------

               TOTAL COMMON STOCK - FOREIGN
               (COST $98,637,795) ..............................     155,200,310
                                                                  --------------

     FACE
     VALUE
    -------

               U.S. TREASURY BILLS--0.1%
               (COST $1,045,209)
$   1,061,000  5.980%** due 1/04/01 ............................       1,044,204
                                                                  --------------

               REPURCHASE AGREEMENTS--3.7%
               (COST $34,244,000)
   34,244,000  Agreement with Warburg Dillon Read, 6.480%
               dated 9/29/00, to be repurchased at $34,262,492
               on 10/2/00, collaterized by $26,613,000 U.S.
               Treasury Bonds, 8.875% due 2/15/19
               (market value $34,929,563) ......................      34,244,000
                                                                  --------------
TOTAL INVESTMENTS (COST $672,683,456*) .................   99.5%     921,352,442
OTHER ASSETS AND LIABILITIES (Net) .....................    0.5        4,626,041
                                                          -----   --------------
NET ASSETS .............................................  100.0%  $  925,978,483
                                                          =====   ==============
------------

*    AGGREGATE COST FOR FEDERAL TAX PURPOSES.

**   RATE REPRESENTS ANNUALIZED YIELD AT DATE OF PURCHASE.

(DAGGER) NON-INCOME PRODUCING SECURITY.

ABBREVIATIONS:
ADR--AMERICAN DEPOSITORY RECEIPT



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       45
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

SCHEDULE OF FORWARD EXCHANGE CONTRACTS

SEPTEMBER 30, 2000 (UNAUDITED)




                                                         CONTRACT      MARKET
                                                          VALUE        VALUE
 CONTRACTS                                                 DATE       (NOTE 1)
 ---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO BUY
      382,080   European Economic Union Euro ........    12/7/00   $    338,336
      401,889   European Economic Union Euro ........    3/26/01        357,571
      101,163   European Economic Union Euro ........    3/28/01         90,015
      933,948   Hong Kong Dollar ....................    3/28/01        119,965
   3,000,000    Hong Kong Dollar ....................    4/24/01        385,348
   20,700,000   Swedish Krona .......................    12/7/00      2,160,085
   1,250,000    Swiss Franc .........................    1/16/01        730,232
                                                                   ------------

TOTAL FORWARD EXCHANGE CONTRACTS TO BUY
(CONTRACT AMOUNT $4,475,706)                                       $  4,181,552
                                                                   ============
FORWARD EXCHANGE CONTRACTS TO SELL
      382,080   European Economic Union Euro ........    12/7/00   $   (338,336)
      401,889   European Economic Union Euro ........    3/26/01       (357,571)
      101,163   European Economic Union Euro ........    3/28/01        (90,015)
      354,036   European Economic Union Euro ........     4/5/01       (315,118)
    7,768,509   European Economic Union Euro ........    4/24/01     (6,919,551)
      216,471   European Economic Union Euro ........    5/14/01       (192,962)
       98,287   European Economic Union Euro ........    5/21/01        (87,636)
      972,290   Great Britain Pound Sterling ........    1/16/01     (1,440,453)
    1,583,983   Great Britain Pound Sterling ........     3/7/01     (2,348,290)
    2,460,723   Great Britain Pound Sterling ........    3/12/01     (3,648,327)
    4,339,077   Great Britain Pound Sterling ........    3/26/01     (6,434,453)
       94,464   Great Britain Pound Sterling ........    3/28/01       (140,086)
      750,892   Great Britain Pound Sterling ........     4/5/01     (1,113,632)
      315,637   Great Britain Pound Sterling ........    4/24/01       (468,212)
      379,363   Great Britain Pound Sterling ........    4/27/01       (562,761)
      859,260   Great Britain Pound Sterling ........    5/14/01     (1,274,896)
       53,511   Great Britain Pound Sterling ........    5/21/01        (79,401)
       66,164   Great Britain Pound Sterling ........    6/15/01        (98,203)
    1,051,156   Great Britain Pound Sterling ........    9/11/01     (1,561,669)
      933,948   Hong Kong Dollar ....................    3/28/01       (119,965)
    4,677,300   Hong Kong Dollar ....................    4/24/01       (600,795)
      781,070   Hong Kong Dollar ....................    5/21/01       (100,327)
  299,052,000   Japanese Yen ........................    1/16/01     (2,820,580)
  202,480,000   Japanese Yen ........................     3/7/01     (1,925,686)
  246,625,000   Japanese Yen ........................     4/5/01     (2,356,866)
   91,042,200   Japanese Yen ........................     5/7/01       (874,740)
   71,008,000   Japanese Yen ........................    5/21/01       (683,853)



======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       46
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2000 (UNAUDITED)


                                                         CONTRACT      MARKET
                                                          VALUE        VALUE
 CONTRACTS                                                 DATE       (NOTE 1)
 ---------                                               ---------   -----------

FORWARD EXCHANGE CONTRACTS TO SELL
  604,571,000   Japanese Yen ........................    6/11/01   $ (5,842,881)
  184,778,000   Japanese Yen ........................    6/15/01     (1,786,980)
1,134,245,000   Japanese Yen ........................    6/22/01    (10,982,038)
  707,210,000   Japanese Yen ........................    7/23/01     (6,882,729)
  202,510,000   Japanese Yen ........................    9/27/01     (1,992,432)
   82,655,000   Swedish Krona .......................    12/7/00     (8,625,213)
   43,120,000   Swedish Krona .......................     3/7/01     (4,524,378)
   34,756,930   Swedish Krona .......................    3/26/01     (3,650,812)
    2,540,850   Swedish Krona .......................    3/28/01       (266,917)
    8,453,000   Swedish Krona .......................     4/5/01       (888,300)
   12,344,618   Swedish Krona .......................    4/24/01     (1,298,335)
    6,957,200   Swedish Krona .......................    4/27/01       (731,813)
   17,901,000   Swedish Krona .......................    5/14/01     (1,884,365)
   47,162,500   Swedish Krona .......................    9/27/01     (4,993,905)
   10,552,780   Swiss Franc .........................    1/16/01     (6,164,781)
      798,100   Swiss Franc .........................    3/26/01       (468,870)
      159,130   Swiss Franc .........................    3/28/01        (93,501)
      164,800   Swiss Franc .........................    4/27/01        (97,060)
      117,313   Swiss Franc .........................     5/7/01        (69,146)
      433,758   Swiss Franc .........................    5/14/01       (255,805)
                                                                   ------------

TOTAL FORWARD EXCHANGE CONTRACTS TO SELL
(CONTRACT AMOUNT $105,350,000) ......................              $(98,454,645)
                                                                   ============

======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       47
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2000 (UNAUDITED)


ASSETS
   Investments, at value (Cost $672,683,456) (Note 1)
      SEE ACCOMPANYING SCHEDULE ................................ $  921,352,442
   Cash and foreign currency (Cost $6,699) .....................          6,698
   Net unrealized appreciation of forward exchange
      contracts (Note 1) .......................................      6,601,201
   Dividends and interest receivable ...........................      1,263,593
   Receivable for Fund shares sold .............................        820,582
   Receivable for investment securities sold ...................        202,469
                                                                 --------------
      TOTAL ASSETS                                                  930,246,985
                                                                 --------------

LIABILITIES
   Payable for investment securities purchased ...  $  2,304,180
   Payable for Fund shares redeemed ..............     1,114,358
   Investment advisory fee payable (Note 2) ......       583,251
   Administration fee payable (Note 2) ...........        59,630
   Transfer agent fees payable (Note 2) ..........        42,522
   Custodian fees payable (Note 2) ...............        13,509
   Accrued expenses and other payables ...........       151,052
                                                    ------------
      TOTAL LIABILITIES ........................................      4,268,502
                                                                 --------------
NET ASSETS ..................................................... $  925,978,483
                                                                 ==============

NET ASSETS CONSIST OF
   Undistributed net investment income. ........................ $    3,406,805
   Accumulated net realized gain on securities, forward
      exchange contracts and foreign currencies ................     50,154,208
   Net unrealized appreciation of securities, forward exchange
      contracts, foreign currencies and net other assets .......    255,269,489
   Par value ...................................................          3,779
   Paid-in capital in excess of par value ......................    617,144,202
                                                                 --------------
      TOTAL NET ASSETS ......................................... $  925,978,483
                                                                 ==============

NET ASSET VALUE, offering and redemption price per share
   ($925,978,483 (DIVIDE) 37,793,881 shares of common stock
   outstanding) ................................................         $24.50
                                                                         ======




======================= SEE NOTES TO FINANCIAL STATEMENTS ======================

                                       48
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)


INVESTMENT INCOME
   Dividends (net of foreign withholding taxes of $56,736) .....   $  6,480,535
   Interest ....................................................      1,255,956
                                                                   ------------
      TOTAL INVESTMENT INCOME ..................................      7,736,491
                                                                   ------------
EXPENSES
   Investment advisory fee (Note 2) .............   $  5,632,965
   Administration fee (Note 2) ..................        176,858
   Transfer agent fees (Note 2) .................        140,694
   Custodian fees (Note 2) ......................         81,564
   Legal and audit fees .........................         30,377
   Directors' fees and expenses (Note 2) ........          6,753
   Other ........................................        146,729
                                                    ------------
      TOTAL EXPENSES ...........................................      6,215,940
                                                                   ------------
NET INVESTMENT INCOME ..........................................      1,520,551
                                                                   ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
(Notes 1 and 3):
   Net realized gain(loss) on:
      Securities ...............................................      3,412,516
      Forward exchange contracts ...............................     (2,763,394)
      Foreign currencies and net other assets ..................         97,196
                                                                   ------------
   Net realized gain on investments during the period ..........        746,318
                                                                   ------------
   Net unrealized appreciation (depreciation) of:
      Securities ...............................................     87,784,492
      Forward exchange contracts ...............................     11,385,261
      Foreign currencies and net other assets ..................        (10,780)
                                                                   ------------
   Net unrealized appreciation of investments during the period      99,158,973
                                                                   ------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ................     99,905,291
                                                                   ------------
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ..................................................   $101,425,842
                                                                   ============




======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       49
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>


                                                                 SIX MONTHS
                                                                    ENDED                YEAR
                                                                   9/30/00               ENDED
                                                                 (UNAUDITED)            3/31/00
                                                               --------------       --------------
<S>                                                            <C>                  <C>
Net investment income ........................................ $    1,520,551       $   12,238,801
Net realized gain on securities, forward exchange contracts
   and currency transactions during the period ...............        746,318           57,328,741
Net unrealized appreciation (depreciation) of securities,
   forward exchange contracts, foreign currencies and net
   other assets during the period ............................     99,158,973          (57,412,793)
                                                               --------------       --------------
Net increase in net assets resulting from operations .........    101,425,842           12,154,749
DISTRIBUTIONS:
   Dividends to shareholders from net investment
      income .................................................        --               (12,343,439)
   Distributions to shareholders from net realized
      gain on investments ....................................        --               (23,834,988)
Net decrease in net assets from Fund share transactions
   (Note 4) ..................................................    (81,385,817)        (148,252,355)
                                                               --------------       --------------
Net increase (decrease) in net assets ........................     20,040,025         (172,276,033)
NET ASSETS
Beginning of period ..........................................    905,938,458        1,078,214,491
                                                               --------------       --------------
End of period (including undistributed net investment
   income of $3,406,805 and $1,886,254, respectively) ........ $  925,978,483       $  905,938,458
                                                               ==============       ==============

</TABLE>


======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                       50
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

FINANCIAL HIGHLIGHTS

For a Fund share outstanding throughout each period.

<TABLE>


                                         SIX MONTHS
                                           ENDED         YEAR         YEAR          YEAR           YEAR        YEAR
                                          9/30/00        ENDED        ENDED         ENDED          ENDED       ENDED
                                        (UNAUDITED)     3/31/00       3/31/99       3/31/98       3/31/97    3/31/96(a)
                                        -----------   ----------    ----------    ----------    ----------   ----------
<S>                                        <C>         <C>           <C>           <C>           <C>          <C>
Net asset value, beginning of period ...    $21.87      $22.40        $23.04        $16.22        $14.29       $10.71
                                            ------      ------        ------        ------        ------       ------
Income from investment operations:
Net investment income (b) ..............      0.04        0.27          0.12          0.11          0.13         0.15
Net realized and unrealized gain
   (loss) on investments ...............      2.59        0.01         (0.37)         7.31          2.39         3.56
                                            ------      ------        ------        ------        ------       ------
      Total from investment
         operations ....................      2.63        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 period .........    $24.50      $21.87        $22.40        $23.04        $16.22       $14.29
                                            ------      ------        ------        ------        ------       ------
Total return (c) .......................     12.03%      1.24%        (1.09)%        46.14%        17.75%       34.70%
                                            ------      ------        ------        ------        ------       ------
Ratios/Supplemental Data:
Net assets, end of period (in 000's) ...  $925,978    $905,938    $1,078,214    $1,011,238      $342,467     $201,599
Ratio of operating expenses to
   average net assets (d) ..............     1.38%(e)     1.37%         1.39%         1.39%         1.39%        1.39%
Ratio of net investment income
   to average net assets ...............     0.34%(e)     1.13%         0.55%         0.69%         0.92%        1.13%
Portfolio turnover rate ................        3%          19%           16%            6%           16%           9%



------------------------
<FN>

(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 the 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.

(e)  Annualized.

</FN>
</TABLE>




======================= SEE NOTES TO FINANCIAL STATEMENTS ======================


                                      51
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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.

     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 US  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




================================================================================

                                       52
<PAGE>




TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

determined  by the  Investment  Adviser  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 US
dollars.  Foreign  currencies,  investments and other assets and liabilities are
translated  into US 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 investments, securities transactions, foreign



================================================================================

                                       53
<PAGE>




TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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.

     Tweedy,  Browne Company LLC collects  transaction  charges from the Fund to
cover the cost of such charges incurred when clearing US securities



================================================================================

                                       54
<PAGE>




TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

through its clearing broker, US Clearing. For the six months ended September 30,
2000 the Fund reimbursed Tweedy,  Browne Company LLC $2,266 for such transaction
charges.

     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 dividends 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

================================================================================

                                       55
<PAGE>


TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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. From time to time, Tweedy, Browne may voluntarily waive a portion of
its fee  otherwise  payable to it. For the six months ended  September 30, 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 $34.5 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 The 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 $3,000 for fund accounting  services for the Fund, not to
be aggregated with fees for fund administration services.


================================================================================

                                       56
<PAGE>



TWEEDY, BROWNE AMERICAN VALUE FUND

Notes to Financial Statements (Unaudited)

     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.

     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 six
months ended  September  30, 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 six months ended September 30, 2000,
aggregated $29,251,520 and $90,481,882, respectively.

     At September 30, 2000, the aggregate gross unrealized  appreciation for all
securities,  in  which  there  was  an  excess  of  value  over  tax  cost,  was
$287,287,244 and the aggregate gross unrealized depreciation for all securities,
in which there was an excess of tax cost over value, was $38,618,258.

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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TWEEDY, BROWNE AMERICAN VALUE FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                    -----------------------------------------------------------
                     SIX MONTHS ENDED 9/30/00           YEAR ENDED 3/31/00
                     -----------------------------------------------------------
                      SHARES         AMOUNT           SHARES          AMOUNT
--------------------------------------------------------------------------------
Sold                 5,140,260     $120,377,890     18,431,907   $  421,634,299
Reinvested              --              --           1,486,136       32,493,518
Redeemed            (8,773,570)    (201,763,707)   (26,626,910)    (602,380,172)
--------------------------------------------------------------------------------
Net Decrease        (3,633,310)    $(81,385,817)    (6,708,867)   $(148,252,355)
--------------------------------------------------------------------------------

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 27,
2000, 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.  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. 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 six months ended  September 30, 2000,  the Company did not
borrow, on behalf of the Fund, under the Agreement.



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



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