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This booklet consists of two separate documents:

INVESTMENT ADVISERS LETTER


TO SHAREHOLDERS
-------------------------------------------------------------------------------------------------------------------------------------------
SEMI-ANNUAL REPORT
Tweedy, Browne Global Value Fund
Tweedy, Browne Global Value Fund II - Currency Unhedged
Tweedy, Browne Value Fund
Tweedy, Browne Worldwide High Dividend Yield Value Fund
TWEEDY, BROWNE FUND INC.
September 30, 2011
TWEEDY, BROWNE FUND INC.
Investment Advisers Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Semi-Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Tweedy, Browne Fund Inc.
Expense Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
Tweedy, Browne Global Value Fund
Portfolio of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
Sector Diversification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
Schedule of Forward Exchange Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
Tweedy, Browne Global Value Fund II - Currency Unhedged
Portfolio of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
Sector Diversification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
Tweedy, Browne Value Fund
Portfolio of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-10
Sector Diversification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-11
Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-11
Schedule of Forward Exchange Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-11
Tweedy, Browne Worldwide High Dividend Yield Value Fund
Portfolio of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
Sector Diversification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-13
Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-13
Tweedy, Browne Fund Inc.
Statements of Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-14
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-15
Statements of Changes in Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-16
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-18
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-20
Investment in the Fund by the Investment Adviser and Related Parties . . . . . . . . . . . . . . . . . . . . . . . II-24
TWEEDY, BROWNE FUND INC.
Our Investment Team
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William H. Brcwne
Jcln D. $pears
Tlcmas H. $lraer
Rcbert Q. Wvckcff, Jr.
Dave Krasne
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laura Jereski
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$ean \cDcnald
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J. Jav Hill
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Olivier Berlae
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David Brcwne
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TWEEDY, BROWNE FUND INC.
Investment Advisers Letter to Shareholders (Unaudited)
I-1
If you can keep your wits about you while all others are losing
theirs
- Rudyard Kipling
To Our Shareholders:
If you were to use marriage as a metaphor when writing
about the financial markets over the past six months, you
would have to say the relationship is going through a difficult
time. While permanent damage has been limited, there have
been a lot of difficult days. Volatility in the indices has been
extraordinary, baffling and hard on the emotions. If your spouse
was Bank of America (BAC) (a stock we do not own) you
might be at wits end trying to understand his or her behavior,
despite knowing a great deal about the companys personal
(financial) background. On a number of days over the past
several months, the intra day spread between the high and low
price has been in excess of 10%. Nor is this an isolated
example, if you look at equity markets around the world as we
do. There are similar examples of volatility in individual
company stock prices that have far fewer questions surrounding
their financial prospects than is the case with Bank of America.
As an aside, if this leaves your appetite for volatility unmet, you
could go to the credit default markets for BACs senior debt
where the lack of liquidity creates a pogo stick-like
phenomenon. Needless to say, the credit default swap market is
not a market where we invest any of your or our hard-earned
money. What we do know is this is an extremely illiquid market
place with all the caveats that suggests, yet it is frequently cited
in the financial press as a barometer for a companys health. To
us, it seems more like a place where the weekend Vegas crowd
hangs out during the week.
Now value investors are frequently described as being
blessedly indifferent or vaccinated against the world beyond
the annual report they are reading. As a group, they go quietly
to their offices, close the door and come out at a later date with
their next investment. Some also subscribe to the view that in
addition to being isolated from the world, value investors are,
to use Warren Buffetts phrase, the buyers of corporate cigar
butts, sweeping up the corporate butts that have a puff or two
left in them. Both perceptions are in large part inadequate if
not inaccurate. Of course, fundamental to what we do is
Grahams simple insight that a share of stock is a fractional
interest in a business. We constantly remind ourselves that
behind every stock is a company, and if the company does well,
the stock should in time do well if we are disciplined enough to
wait for an attractive entry price in the public market. As our
partner, John Spears, often says, If you own a stock in a good
business, it will do most of the work for you. In other words, if
you own an interest in a good business, time is on your side. On
the other hand, when we believe the variables affecting a
business are too hard to evaluate and the consequences of being
wrong too difficult to quantify, we take a pass, which in a
simplistic way, explains why we have not invested in European
banks. On the numbers, they are cheap, and if things break for
the better you will have a three or four bagger in the words of
Peter Lynch. For us, it is simply a game we choose not to play
and illustrates, we think, the fact that the world at large does
factor into our decisions about which companies we choose to
invest in or not.
The question, of course, is how and why any of the
foregoing is relevant today. There seems to be a pervasive sense
of gloom, relentless media coverage of the problems, and
suggestions of new problems to come. In a disheartening way, it
is somewhat reminiscent of the famous 1979 Business Week
article on the death of equities. Markets, in our opinion, are
dealing with a confluence of factors that create enormous
uncertainty and are clearly unnerving investors who, like
everyone else in the world, are not hardwired to be rational and
objective. The bigger problems are the macroeconomic issues,
particularly in the U.S. and Western Europe, and the
uncertainty surrounding them. Making matters worse are the
probable side effects of some of the technological innovations
in the markets, including high frequency trading (HFT),
which currently accounts for over half of the trading volume in
U.S. markets, and ETFs which may well be another example of
Wall Street taking a good idea to not such a good place. At the
very least, these innovations have redefined the concept of
short-term trading enabling trading to occur in fractions of a
second and often on a leveraged basis. Our simple take on these
developments is that they cant help but ratchet up volatility as
people try to guess the direction of the market or a stock in ever
decreasing slices of time. Couple this with economic
uncertainty and the outcome seems less confounding. From our
perspective, it is valuable to keep in mind that you only have
to swing when the price makes sense and that ultimately the
market will be a weighing machine. We are also of the opinion
that when uncertainty begins to lift, these innovations will no
longer be the propellants for volatility that they are today.
Now our intention is certainly not to trivialize these
problems. Several of them are years, if not decades, in the
making and not susceptible to simple quick fixes. At the risk of
oversimplifying, in a way, the problem boils down to too much
debt at the government and personal level, and how it will be
addressed while meeting the promises made to large segments
of the population in the developed economies, be it jobs,
pensions or healthcare. In the U.S., the need to reduce debt at
the personal level is shifting behavior towards less consumption
and increased savings. While necessary, it will inevitably have
an impact on the rate of economic growth for some time. In
contrast, the corporate sector is in good financial health across
the world. It has spent a number of years strengthening its
financial condition. One proposed solution to our problems is
to get the corporate sector to begin investing part of the
enormous liquidity which has built up on their balance sheets.
As to the cause of the problems, we have no interest in getting
into the business of apportioning blame for the current
situation and in fact have some disagreements among ourselves
on this question. Suffice it to say that there appear to be so
many different strands of DNA in this problem that it would be
fruitless to try to apportion the blame to any one source.
I-2
The glimmer of hope in all this is the prospect that the
markets will begin to perceive a glimmer of hope. Markets do
in fact, in our view, respond to change at the margin and
policies that generate some confidence about the road ahead
could have a salutary impact on markets. Uncertainty and
confidence create their own cycles. Behaviorally, there is a
tendency for those in the markets to overemphasize the current
circumstances and to extrapolate. We recall an article a
number of years ago in The Economist, which took the murder
rate on a particularly bad day in Los Angeles (not to pick on
L.A.), and extrapolated it out to the point where some time in
the next decade the last two people in L.A. duke it out. This
would be mathematically correct if the trend continued
unabated, but logically only an amusing exercise at best.
However, in our view, it does contain a grain of truth about the
current circumstances. There are times when problems seem
insolvable, and other times when problems seem almost
non-existent. Yet, in either instance, the impact of a perceived
change in the consensus outlook can be telescoped into a fairly
short time frame.
There is no disagreement as to the principal
macroeconomic problems.
1. The U.S. budget problem, combined with an
overextended consumer, a slow growth economy,
and the apparent inability of political leaders to
reach any accommodation on how to address the
issue. We dont subscribe to the view, however, that
nothing will ever be resolved. We do believe that
while the can is becoming so heavy it cant be
ignored, it is possible and likely it will be kicked
down the road to the next election before
meaningful progress on the problem begins.
2. European sovereign debt problems and the future
of the euro. We believe that a solution resulting in a
closer knit Europe, whether it includes Greece or
not, is compelling, and is driving leaders in Europe to
find a solution. Comprised of the major European
economies, Europe as a single economic entity will
continue to occupy an important and influential seat
in a rapidly changing economic world. For better or
worse, the world has changed. The world economic
forum for discussion is no longer the G-7, but now
the G-20. Europe returning to separate national
economies would no longer have much ability to
influence economic events, and this fact alone may
well drive a resolution. Moreover, the parties
involved in finding a solution seem able to speak
with one another and look for compromises to get
the problems on the road to a better day. In the
meantime, traders hang on and trade on every
comment, of which there is no shortage.
3. A third intensely debated issue centers on China,
but it seems the debate is not so much whether
China will grow but rather how fast it will
continue to grow and whether there will be a real
estate bust at some point. Most of this debate turns
on your time horizon, in our judgment. There seems
little doubt that over time China will grow, and
relatively rapidly. We have read estimates that
Chinas middle class could be twice the population of
the U.S. in twenty years, which in our mind
translates into significant economic opportunities for
the global businesses we own as the Chinese
continue to acquire the everyday goods and services
that we take for granted. Moreover, the leadership in
China doesnt seem to have to consult with every
constituency in the country before moving forward.
We dont think a prolonged discussion on the market
innovations such as HFT and the latest iteration of ETFs has a
lot of utility for purposes of this letter. These developments
have not had much impact on how we function on a day-to-day
basis beyond acclimating us to a new level of volatility. Some
have argued that HFT has increased liquidity and narrowed
spreads (thats good). Others maintain that HFT has reduced
depth in markets (thats bad), and on a worst case basis, drives
up the cost of acquiring stock for people with a short-term time
horizon. The liquidity argument is a bit puzzling because if, as
reported, high frequency traders account for over half the
volume, are they doing this just for themselves? For perspective,
we bought over 90,000 shares of 3M for our Value Fund
between October 2008 and February 2009 at an average cost of
$50.05 per share. We cant quantify what the impact of HFT
might have been on our cost basis. We always try to buy as
shrewdly and carefully as possible, but our perspective was that
3M was worth a whole lot more money as a business than $50
per share. A price at a penny higher or lower would not have
changed our thinking at all. We are happy holding our stock at
the current price of $77. European regulators are now proposing
a series of curbs on this type of trading, and from what we read
in the press, it is also under the regulatory microscope in the
U.S. markets. This discussion is to be continued. As for ETFs,
wed like to bring your attention to a recent article by Andrew
Ross Sorkin from the October 10, 2011 business section of The
New York Times entitled, Volatility, Thy Name is E.T.F.,
which relates to the possible impact of ETFs on volatility. To
read it, follow this link (user name and password may be
required): http://nyti.ms/vhQ8Dr
Volatility, in our view, does have the potential for being a
serious financial problem if you have to sell your investment by
a certain date in order to make a college tuition payment or pay
for a wedding. Our view has been that if you know you will
need some money in the next 12 to 24 months or so for an
important financial obligation, put it aside. If your horizon is
longer term, we engage in a different type of investment
arithmetic. First, we accept that we will not be able to predict
with any consistency when markets will change direction.
Moreover, even if we thought we could do it, we wonder if we
would have the conviction to take the next step.
Our perspective is to ask ourselves where we are likely to
be over the next three to five years. That nothing gets
addressed at the macro level and corporation profits and cash
flows will not matter as underpinnings to the market is not an
outcome we are inclined to subscribe to. While we are not
starry-eyed optimists, we dont see the world in some state of
terminal economic decline. Moreover, we own businesses; they
are adaptive, competitive organizations with enormous
I-3
financial and human resources that are able to constantly
adjust to changing circumstances and markets. So, through all
this we stay very focused on the progress of the businesses we
own while constantly looking for better opportunities.
To shed some light on our thinking about how the
investment return math could ultimately work in our favor, we
use the example of Johnson & Johnson, a security we own
across our Funds. Our confidence about earning good returns in
companies like J&J is high. Our confidence in predicting the
timing of when this might happen is low.
Favorable Return Mathematics Working in the Investors
Favor Today
Johnson & Johnson (JNJ)
1999 2011
Earnings per share $1.45 $4.96
(est)
P/E ratio 32x 13x
Dividend yield 1.2% 3.5%
1999-2011 EPS Growth rate = 10.8%
P/E contraction 1999-2011 (cumulative) = 59.0%
Dividend growth rate 1999-2011 = 12.7%
Average annual total return for JNJ stock 1999-2011 = 5.1%
Average annual total return for S&P 500 1999-2011 = -0.4%
Back in 1999, some 12 years ago, J&J was trading at $46
per share, produced earnings per share of $1.45, had a price
earnings ratio of 32X EPS, with a dividend yield of 1.2%.
Today, nearly twelve years later, J&J is on schedule to earn
$4.96 per share, or nearly three and a half times what it earned
in 1999. So, during the lost decade for equities, and during a
period that saw the bursting of the technology bubble, the Y2K
crisis, the 9/11 tragedy, the Iraq and Afghanistan wars, the
bursting of the credit and housing bubble of 2008, and perhaps
the worst economic crisis since the Great Depression, this
company was able to compound its earnings per share at a
10.8% annual rate. The business performed beautifully during
this period, but what about its stock price?
In 1999, J&J had a price earnings ratio of 32 times
earnings. Today, it trades at roughly 13 times earnings. Its price
earnings ratio (P/E) has fallen off a cliff since 1999. Despite this
collapse in its P/E ratio, J&J produced a compound return for
its shareholders of a little over 5% per year over the last twelve
years. This, by the way, compared to a compound return for the
S&P 500 for the same period of approximately -0.4%. It was
certainly not a lost decade for J&J investors. The stock price
compounded at roughly half the rate of the companys earnings
compound, and as a result J&J, today, appears to be pretty
attractively valued.
So what should the next five years or so hold for J&Js
stock performance. That is very hard to know. What we do
know is that the stock currently trades at 13 times earnings,
which equates to an after tax earnings yield of 7.7% and
compares quite favorably to fixed income alternatives. The ten
year treasury currently trades with a pre-tax yield of
approximately 2%. While you cannot put J&Js earnings yield
in your pocket each year, it still presents a compelling
fundamental advantage over the yield of risk free treasuries,
and one that Ben Graham would have likely taken advantage
of. The current cash dividend yield today is 3.5%, up from
1.2% in 1999 for an annual dividend growth rate during the
period of approximately 12.7%. J&Js P/E ratio during this
almost twelve-year period averaged around 20X, but is at 13
today. If the current P/E ratio is simply maintained going
forward, the return for shareholders would be the earnings
growth of the company coupled with its dividend yield. Over
the next five years, that translates into a 13% to 14% annual
total return if the company is able to continue to grow its
earnings annually at a 10% rate, and maintain its dividend
yield at 3.5%. If we lower our expectations of the companys
future earnings to a more conservative growth rate of 5%, and
simply maintain the dividend yield, the investor would still
receive an annual return of roughly 8.5% in the stock over the
next five years. But lets assume that the P/E ratio for J&J
continues to decline, to say, 10 times earnings over the next
five years coupled with more modest 5% earnings growth and a
3.5% dividend yield, the investor would still receive a 3.4%
average annual return. Again, your downside is limited by the
strength of the companys earnings power and its dividend. If,
as we feel, the more likely scenario is modest P/E expansion
coupled with solid growth in its earnings and dividends, we
could earn a very attractive double digit return in the stock.
That said, this analysis relies on a number of assumptions that
might not come to fruition, and J&J might just be the stock
that doesnt work for one reason or another. That is why we
diversify.
This kind of math is working for us in any number of
companies in which we are invested today. We cannot stress
enough that the robustness of this potential return math is
largely a function of attractive entry point pricing in larger,
steadier, higher quality and globally diversified businesses like
J&J. As we have said in previous letters, these are businesses
that are attractively valued, underleveraged, pay an attractive
dividend yield and sell a multitude of products to a growing
middle class that aspires to the kind of life style that we in the
West sometimes take for granted. More importantly, these are
the types of companies that have the financial strength to
weather severe market turbulence, and come out the other side
bigger and stronger.
Performance Results
Market volatility had a roller coaster impact on equity
indices over the last six months with the MSCI World Index
topping out at 3,422.5 on or about May 2nd only to face a
precipitous drop to 2,703.7 on September 22nd. This is a peak
to trough decline during the period of approximately 21%.
Recovering somewhat just prior to quarter end, the MSCI
Stocks and bonds are subject to different risks. In general, stocks
are subject to greater price fluctuations and volatility than bonds and
can decline significantly in value in response to adverse issuer,
political, regulatory, market, or economic developments. Unlike
stocks, bonds, if held to maturity, generally offer to pay both a fixed
rate of return and a fixed principal value. Bonds are subject to
interest rate risk (as interest rates rise bond prices generally fall), the
risk of issuer default, issuer credit risk, and inflation risk, although
U.S. Treasuries are backed by the full faith and credit of the U.S.
government.
I-4
World Index finished the full six month period down 16.22%
in U.S. dollars. In comparison, the MSCI EAFE Index, a gauge
for non-U.S. stocks, finished the six month period down 17.7%
in U.S. dollars. While all four of our Funds produced negative
returns as well over the last six months, which is difficult to
crow about, we take some solace in the fact that they all
outdistanced their respective benchmark indices by a
considerable margin, and ranked near the top in various
Morningstar universes. For example, both our hedged and
unhedged Global Value Funds finished in the top 4% and 3%,
respectively, of Morningstars Foreign Large Value universe
over the last six months. The Worldwide High Dividend Yield
Value Fund and Value Fund finished in the top 6% and 14%,
respectively, of Morningstars World Stock Funds universe.
Longer term comparisons (more than 1 year) for all of our
Funds remain positive and quite favorable versus benchmark
indices.
Morningstar has ranked each Fund among its peers based on average
annual total return. For the 1-, 5-, and 10-year periods ended
September 30, 2011, the Global Value Fund has ranked in the top
5% (out of 362 funds in the Foreign Large Value category), the top
4% (out of 258 funds), and the top 26% (out of 151 funds),
respectively. For the 1-, 5-, and 10-year periods ended September
30, 2011, the Value Fund has ranked in the top 24% (out of 895
funds in the World Stock Fund category), the top 28% (out of 491
funds), and the top 79% (out of 276 funds), respectively. For the
1-year period ending September 30, 2011, the Worldwide High
Dividend Yield Value Fund ranked in the top 6% (out of 895 funds
in the World Stock Fund category) and the Global Value Fund II
Currency Unhedged ranked in the top 4% (out of 362 funds in the
Foreign Large Value category). Past performance is no guarantee of
future results. The rankings of the Worldwide High Dividend Yield
Value Fund and Global Value Fund II Currency Unhedged may
have been lower had fees not been waived and/or reimbursed.
We are also pleased to report that two of our Funds, the
Tweedy, Browne Worldwide High Dividend Yield Value Fund
and the Tweedy, Browne Value Fund, won the Silver and
Bronze Awards, respectively, in the Global Equity category (out
of three nominees), for the Standard & Poors Mutual Fund
Excellence Awards in 2011, which recognizes funds that have
achieved the highest overall ranking of five-star in their
category on the most consistent basis during the 12-month
period ending August 31, 2011, based on S&Ps proprietary,
quantitative research methodology.
S&P Capital IQs 2011 Mutual Fund Excellence Awards were
derived from an initial universe of over 19,000 funds and were given
to funds recognized as having most consistently achieved the highest
overall quantitative ranking of five-star funds in their respective
categories using S&P Capital IQs proprietary, holdings-based
research during the 12-month period ending August 31, 2011. To be
considered, a fund must be open to retail investors with a minimum
initial investment of $25,000 or less and must have an overall S&P
Capital IQ ranking of five stars with positive indications for
Performance Analytics, Risk Considerations and Cost Factors as of
August 31, 2011. Among the factors considered are consistent
strong performance; high quality holdings as measured by S&P
STARS research, S&P Credit Ratings, and S&P Quality Ranks;
and favorable cost factors. The methodology includes a look back at
the consistency of the funds S&P five-star overall ranking for each
week during the one-year period ending August 31, 2011. The three
funds with the highest consistency score in each category are declared
Gold, Silver and Bronze Award recipients of S&P Capital IQ
Mutual Fund Excellence Awards. 1,283 funds were in the Global
Equity category at the end of the period.
As of September 30, 2011, both the Tweedy, Browne Value Fund
and Tweedy, Browne Worldwide High Dividend Yield Value Fund
received an overall S&P Mutual Fund Ranking of 5 stars out of
1,285 Global Equity funds. The overall S&P Mutual Fund
Ranking is based on a weighted average computation of three
components performance analytics, risk considerations and cost
factors that evaluate, relative to its peers, a funds underlying
holdings, its historical performance, and characteristics of the fund.
The S&P rankings do not take into account sales loads or any other
sales charges. The top 10% of funds in each category receive 5 stars,
the next 20% receive 4 stars, the middle 40% receive 3 stars, the
next 20% receive 2 stars and the bottom 10% receive 1 star.
Presented below are investment results of the four Tweedy,
Browne Funds, through September 30, 2011, with comparisons
to the indices we consider relevant.*
Tweedy, Browne Global Value Fund
Return after MSCI
Return Taxes on EAFE MSCI
Return after Distributions & Index
(1)(2)
EAFE
Period Ended before Taxes on Sale of Fund (Hedged Index
(1)(2)
9/30/11 Taxes* Distributions** Shares** to US$) (in US$)
6 Months -10.60% -10.60% -6.89% -16.49% -17.74%
1 Year -3.06 -3.01 -1.46 -10.92 -9.36
3 Years 5.26 4.67 4.66 -2.59 -1.13
5 Years 0.41 -0.24 0.55 -5.29 -3.46
10 Years 6.27 5.76 5.57 1.57 5.03
15 Years 8.36 7.17 6.95 3.05 3.27
Since Inception
(6/15/93)
(3)
9.27 8.23 7.95 4.12 4.26
Total Annual Fund Operating Expense Ratio as of 3/31/11: 1.40%
Tweedy, Browne Global Value Fund II
Currency Unhedged
Return after MSCI
Return Taxes on MSCI EAFE
Return after Distributions & EAFE Index
(1)(2)
Period Ended before Taxes on Sale of Fund Index
(1)(2)
(Hedged
9/30/11 Taxes* Distributions** Shares** (in US$) to US$)
6 Months -9.38% -9.38% -6.09% -17.74% -16.49%
1 Year -1.15 -1.26 -0.59 -9.36 -10.92
Since Inception
(10/26/09)
(3)
2.67 2.61 2.28 -4.15 -4.59
Gross Annual Fund Operating Expense Ratio as of 3/31/11: 1.63%
Net Annual Fund Operating Expense Ratio as of 3/31/11: 1.42%
I-5
Tweedy, Browne Value Fund
Return after MSCI
Return Taxes on World
Return after Distributions & Index
(1)(4)
Period Ended before Taxes on Sale of Fund (Hedged
9/30/11 Taxes* Distributions** Shares** to US$) S&P 500
(1)(5)
6 Months -12.23% -12.23% -7.95% -15.36% -13.78%
1 Year -2.95 -3.82 -0.57 -5.05 1.14
3 Years 2.42 1.39 2.00 -0.75 1.23
5 Years 0.09 -1.08 0.06 - -1.18
10 Years 2.96 2.01 2.44 - 2.81
15 Years 6.15 5.15 5.18 - 5.23
Since Inception
(12/8/93)
(3)
7.64 6.76 6.63 - 7.12
Total Annual Fund Operating Expense Ratio as of 3/31/11: 1.40%
Tweedy, Browne Worldwide
High Dividend Yield Value Fund
Return after
Return Taxes on MSCI
Return after Distributions & World
Period Ended before Taxes on Sale of Fund Index
(1)(4)
9/30/11 Taxes* Distributions** Shares** (in US$)
6 Months -7.26% -7.66% -4.69% -16.22%
1 Year 2.43 1.85 1.81 -4.35
3 Years 5.13 4.61 4.20 -0.07
Since Inception
(9/5/07)
(3)
-1.02 -1.59 -1.11 -6.05
Gross Annual Fund Operating Expense Ratio as of 3/31/11: 1.40%
Net Annual Fund Operating Expense Ratio as of 3/31/11: 1.38%
* The preceding performance data represents past performance and
is not a guarantee of future results. Total return and principal value
of an investment will fluctuate so that an investors shares, when
redeemed, may be worth more or less than their original cost. The
returns shown do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
Current performance may be lower or higher than the performance
data shown. Please visit www.tweedy.com to obtain performance
data, which is current to the most recent month end. See page I-8 for
footnotes 1 through 5, which describe the indices and inception dates
of the Funds. Results are annualized for all periods greater than one
year.
** After-tax returns are calculated using the historical highest
individual federal marginal income tax rates, and do not reflect the
impact of state and local taxes. Returns after taxes on distributions
are adjusted for federal income taxes associated with fund
distributions, but do not reflect the federal income tax impact of gains
or losses recognized when fund shares are sold. Returns after taxes
on distributions and sale of fund shares are adjusted for federal
income taxes associated with fund distributions and reflect the federal
income tax impact of gains or losses recognized when fund shares are
sold. Actual after-tax returns depend on an investor's tax situation
and may differ from those shown, and the after-tax returns shown
are not relevant to investors who hold their fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
The Funds do not impose any front-end or deferred sales charge.
However, the Tweedy, Browne Global Value Fund, Tweedy,
Browne Global Value Fund II Currency Unhedged and Tweedy,
Browne Worldwide High Dividend Yield Value Fund impose a 2%
redemption fee on redemption proceeds for redemptions or exchanges
made within 60 days of purchase. Performance data does not reflect
the deduction of the redemption fee, and if reflected, the redemption
fee would reduce the performance data quoted for periods of 60 days
or less. The expense ratios shown above reflect the inclusion of
acquired fund fees and expenses (i.e., the fees and expenses
attributable to investing cash balances in money market funds) and
may differ from those shown in the Funds' financial statements.
Tweedy, Browne Company LLC (the Adviser) has
contractually agreed to waive its investment advisory fee
and/or to reimburse expenses of the Worldwide High Dividend
Yield Value Fund and Global Value Fund II Currency
Unhedged to the extent necessary to maintain the total annual
fund operating expenses (excluding fees and expenses from
investments in other investment companies, brokerage,
interest, taxes and extraordinary expenses) at no more than
1.37%. This arrangement will continue at least through
December 31, 2012. In this arrangement the Worldwide High
Dividend Yield Value Fund and Global Value Fund II
Currency Unhedged have agreed, during the two-year period
following any waiver or reimbursement by the Adviser, to repay
such amount to the extent that after giving effect to such
repayment such adjusted total annual fund operating expenses
would not exceed 1.37% on an annualized basis. The
performance data shown above would be lower had fees and
expenses not been waived and/or reimbursed.
Please note that individual companies discussed herein represent
holdings in our Funds, but are not necessarily held in all four of our
Funds. Refer to footnote 6 on pages I-8 and I-9 for the individual
weightings of these companies in the respective Funds.
We would remind our shareholders that as you compare
the returns of your various investments to not lose sight of just
how the returns were achieved. Howard Marks, a highly noted
investor, in his recent book, The Most Important Thing,
which we highly recommend, speaks eloquently to this issue:
When you boil it all down, its the investors job to
intelligently bear risk for profit. Doing it well is what
separates the best from the rest great investors are
those who take risks that are less than commensurate
with the returns they earn.
We could not have said it better. From our perspective, the
truly great investors have been able to generate attractive
absolute and index beating returns while significantly reducing
the probabilities for permanent loss of capital. Their records
have been built often over decades, and the returns have
typically been more defensive, holding up better than most in
difficult market environments. While most have made no overt
efforts to manage return variance, their returns, more often
than not, are characterized by a level of volatility less than that
of market indices. Furthermore, they were not produced with
lots of transaction activity exposing their clients to large tax
bills. These are the kinds of factors which we believe separate
I-6
the wheat from the chaff when it comes to a great investment
record. We have done our absolute best over the years to take
this kind of a path in managing your money, and you can rest
assured that we will continue to do so.
We also believe this kind of approach to investing allows
our clients the ability to hang in there during turbulent times
in the market such as we have had of late, which is absolutely
critical for their and our long term success. We have spoken
before about the actual return earned by our Funds over time
and the investors return as defined and measured by
Morningstar.
7
If you will recall, the investors return is the
return experienced by the average investor over a period of
time in a fund, and takes into consideration the comings and
goings of investors during the period. For example, in highly
volatile funds it is not unusual for the average investors return
to be quite different from the return earned by investors who
remained invested during the entire period. We have seen this
phenomenon play out once again recently as some very highly
regarded managers were flooded with assets after sailing
through the financial crisis of 2008 quite adeptly, only to be
faced with massive outflows as their performance cratered in
recent months. We are reminded of Peter Lynchs observation
many years ago that more than half of all the people who
purchased the Magellan Fund, the best performing mutual fund
in history when he was running it, lost money. This is because
most investors bought the fund after it had a strong run, and
sold it as it contracted. As you can see, its not just the return,
but how it is produced that determines what the average
investor is likely to experience when investing in a mutual
fund. Although each investors return will naturally depend on
the particular facts surrounding their own investments and
redemptions, wed like to think that the value approach that
we practice, which has tended to produce a less volatile return
over time, has allowed our investors to behave a bit more
rationally. At least, to date, that appears to have been the case
over longer measurement periods, as our average investors
return in the Global Value Fund and the Value Fund has been
quite comparable to the actual return of these Funds. Our other
two Funds do not have long enough records for meaningful
comparisons.
Not only is sticking with it important for the investors
success over the long term, it is also critically important to our
ability to manage assets effectively. We would have a difficult
time intelligently implementing our investment strategy if
during difficult times in the market we faced rampant
redemptions just as equities were getting cheap. While we do
have redemptions from time to time, the flow of redemptions
has generally been quite manageable over the years and is
indicative of a more intelligent shareholder base, and for that
we are very grateful.
Our Fund Portfolios
In this section of our report, we always try to provide you
with some indication of what drove our returns during the
period. Quite frankly, we do not put a lot of stock in
investment archeology or attempts to explain what moved
stock prices during a particular period. In some respects, it is
like trying to explain the unexplainable, particularly during
volatile periods such as we have recently experienced. More
often than not, in volatile periods, stock price movements can
become completely divorced from what is going on
fundamentally in the underlying businesses of the stocks that
we own, reflecting the anxieties of investors rather than how
the companies are actually doing. Such has been the case over
the last six months. Even in more stable periods for stocks, the
somewhat random short-term movements of individual stock
prices often reflect near-term developments at the company
that in our opinion may not weigh on the longer term prospects
for the business. Attribution analysis becomes even more
difficult when the portfolio under review is a diversified one,
and holds 30 or more securities as our portfolios do. With that
in mind, we will try to provide you with what we feel is a more
rational description of what happened during the period in
question, and the portfolio decisions we made on your behalf,
always mindful that a more detailed analysis is probably not all
that meaningful.
As market volatility spiked up over the last three to six
months, it was the more traditionally defensive stocks that held
up best and produced the best returns in our Fund portfolios;
i.e., the food, beverage, tobacco, and healthcare holdings. This
included companies such as Coca-Cola, Diageo, Nestle,
Unilever, British American Tobacco, Roche, and Johnson &
Johnson. The earnings of these companies typically hold up
relatively better in recessions, as consumers generally resist
cutting back on these types of expenditures, and that has
proven to be the case over the last few months. We also had
good relative results in Cisco and MasterCard whose businesses
performed well in a difficult period.
As concerns about the debt crisis both in Southern Europe
and the U.S. resurfaced, the financial stocks in which our
Funds were invested began to contract, especially a number of
our insurance stocks, such as Zurich Financial, Munich Re, and
Berkshire Hathaway. One bright light in the financial group
was Provident Financial, the UK consumer lender, whose
business is somewhat insulated from the macro factors affecting
more mainstream financials. The company also continued to
post steady and growing results during the period particularly in
their credit card business. Their dividend yield of nearly 9%
was another contributing factor. In the wake of new forecasts
suggesting a significant slowdown in economic growth, our
media holdings declined led by Axel Springer and Mediaset
Espaa. Also, our oil and gas stocks, including ConocoPhillips,
Devon Energy and Total, contracted in price as the price for
crude oil came down, again impacted by what appeared to the
prospects for a more sluggish recovery near term.
In terms of the actions we have been taking in the Fund
portfolios of late, they have been somewhat incremental. In
pessimistic, volatile environments such as this, you sometimes
find pricing opportunities in great businesses. We are trying to
pick our spots carefully so as to really take advantage, and
enhance the overall profile of our portfolios with our remaining
cash reserves. The level of investment currently ranges from
roughly 78% in our newer unhedged Global Value Fund II,
which is still in the construction phase, all the way up to 90%
in the Value Fund. In most instances, we only need a few new
securities to reach a rather fully invested posture. That said, we
have added to and trimmed a number of pre-existing positions,
and also established a few new positions over the last six
months.
I-7
For example, we recently established a position in
UK-based Imperial Tobacco, the fourth largest tobacco
company in the world, and have begun to build a position in a
company we have owned in the past, United Overseas Bank
(UOB), a large, growing and conservatively managed bank in
Singapore. At purchase, Imperial was trading at roughly 11X
2011 earnings; had a long record of producing high free cash
flow; paid a dividend yield north of 4% with a conservative
50% payout ratio; had increased its dividend for 14 consecutive
years; had a consistent earnings record even during recessions;
and had a history of intelligently buying in its shares. Of the big
four tobacco companies, it is the one that is from time to time
the subject of press conjecture that it may be a takeover
candidate, but that is not why we own the stock.
UOB is one of the three leading commercial and
consumer banks in Singapore, which is widely regarded as one
of the strongest national banking systems in the world. By
almost any metric, this is a conservatively managed bank with
a strong financial position, and without the balance sheet issues
facing Western banks. Its return on equity has been around
16% and it has grown its loan book at a conservative 7%
annually over the last 10 years. It is self funding with a loan to
deposit ratio of less than 80%, which is much lower than most
Western banks, and has loans to tangible book value of just
6.5X, whereas at most Western banks that ratio would be
greater than 10X. At initial purchase, the shares were trading
at roughly 10X earnings, and it had a current dividend yield,
including special dividends, of around 4%. We believe an
acquirer would reasonably pay more than 14X earnings for this
franchise today.
At the end of the third quarter, the price of crude oil was
down over 30% from its highs back in early May, and that
contributed to a considerable correction in oil stocks. We
added to several of our existing holdings, including Devon
Energy and Total. We also had a chance to buy some shares in
Royal Dutch Shell (RDS), the global oil giant, at roughly 7.4X
2011 earnings with over a 5% dividend yield. We think that
RDS is among the cheapest of the major oil and gas producers
with a current and prospective production growth profile that
is attractive. Downstream, Royal Dutch has begun to
rationalize its refining assets, which should lead to margin
improvement in the not too distant future. While the decline
in crude oil prices no doubt reflect the prospects for a slowing
global economy near term, we believe the supply demand
equation for oil and gas should remain tight over the long term,
improving the prospects for our oil stocks.
We also began building a position in NGK, a Japanese
spark plug maker. NGK is exactly the kind of company we look
for in Japan today. It has significant international operations,
good market positions and decent margins, and has behaved
rationally with its shareholders, but has a valuation that more
than reflects the challenges facing the country today. After net
cash of around 150 per share, the stock currently trades at only
about 7.8X estimated 2011 earnings of 115 per share. All four
of these companies have durable franchises, what we believe to
be sustainable competitive advantages, are conservatively
financed, trade at sizeable discounts to what an acquirer would
be willing to pay in a buyout of the company, and pay an
attractive current dividend while we wait for value recognition
in their shares.
From our point of view, the debt problems that have
consumed the attention of our policy makers over the last
several months are not likely to be resolved in short order. It
took a long time to get into the position we are in, and it will
take a long time to get out. As we mentioned earlier in this
letter, it is hard to see the problems in the U.S. being addressed
prior to the election next year, and the European issue, which
is far more difficult, will likely take even longer to work
through. That said, we think that positive policy changes at the
margin that would offer some clarity for business people would
more than likely be very favorable for our equity markets. But
until we get that, our markets are likely to remain somewhat
more volatile than normal. It is important in this type of
environment to have portfolios that are designed to weather
virtually any kind of turbulence that may come our way, and
that is precisely what we have tried to do. Our Fund holdings
today continue to be comprised in large part of larger, less
cyclical, steadier companies with more sustainable demand
characteristics that are globally diversified, have solid balance
sheets, sell products to an aspiring and growing middle class,
and pay an attractive dividend yield while we wait for value
recognition. In general, these companies are attractively priced
and discount a cautious expectation of the future. We are quite
confident that they should be able to withstand significant
adversity, and over time come out the other side stronger and
more valuable. In times like these we take great comfort in
those principles that form the bedrock of our approach: a
cautious valuation methodology; a rigorous pricing discipline
that demands a significant discount from our estimates of
intrinsic value in each and every security at purchase; a focus
on sustainable competitive advantages; diversification by issue,
industry, and country; low leverage; a long-term investment
horizon; and a willingness to hold residual cash reserves when
bargains are less plentiful. These principles have allowed us to
compound our own wealth and that of our shareholders quite
reliably over long measurement periods, and we remain
confident that they should continue to serve us well going
forward.
Looking Forward
So, here we are some two and a half years out from perhaps
the most severe financial implosion we have experienced since
the Great Depression, and the global economy once again is in
crisis mode. Economic indicators suggest the global recovery is
slowing, inflation is on the rise in the emerging markets,
Chinas momentum is slowing, and the debt crisis in both
Southern Europe and the U.S. is once again dominating
headlines.
It would appear that we are at an inflection point today
with respect to the social contract between governments and
the people that they serve. Promises have been made that will
be hard to keep, and capital markets are forcing the hands of
policy makers around the globe. Like a persistent bill collector,
the markets are now demanding payment for the profligacy
that has built up over time.
Deregulation over the years in the financial services
industry and advances in technology have spawned a plethora
of innovative investment strategies and vehicles designed to
take advantage, often on a highly leveraged basis, of short term
market fluctuations, which further accentuates the daily
I-8
pricing volatility in equity markets. The confluence of too
much debt, the absence of near-term political will, and highly
leveraged financial instruments has created a level of stress in
public equity markets that tests the resolve of even the most
resolute of investors. Until policy makers formulate a credible
long term workout plan, equity markets are likely to remain
volatile. As we stated earlier, the proverbial can which has
been kicked down the road for some time now has suddenly
become a lot heavier.
In the interim, what can investors do to try to intelligently
keep their capital working for them in such a volatile macro
environment? On the one hand, you could call it a day and
retreat from markets and go to cash, which by the way pays you
virtually nothing, and simply wait for a better time. But how
will you know when to return? Think of all those investors
today who were forced out by comparable volatility in 2008
and missed the last two-year run-up. We are sensitive to the
fact that market volatility can be devastating for those who
frequently need access to their capital. However, for those with
more patient capital, markets such as these can afford investors
with rare pricing opportunities, which over longer
measurement periods, should prove to be quite advantageous. It
is our job, as stewards of your hard earned savings, to try to
remain objective so as to exploit these opportunities.
We recently had the privilege to attend Walter Schloss
95th birthday party. Walter, as many of you know, worked
alongside Benjamin Graham in the 1950s and is a great friend
of Warren Buffett. He became a legendary investor in his own
right, running his own partnership for nearly fifty years. In an
evening full of toasts and accolades for Walter, perhaps Sandy
Gottesman, another great investor and Berkshire billionaire,
said it best when he toasted Walter for the trait he felt he did
not have, and the trait Sandy felt made Walter a great investor,
his optimism. To a certain degree, value investors, while ever
skeptical even in times of crisis, generally believe the world is
not coming to an end. Warren Buffett tries to remind us of this
frequently during times of stress. Walter, if he were still
managing his partnership today, would be leaning against the
wind and opportunistically buying stocks. We will be leaning as
well in the weeks and months ahead.
Thank you for investing with us, and for your continued
confidence.
Very truly yours,
TWEEDY, BROWNE COMPANY LLC
William H. Browne
Thomas H. Shrager
John D. Spears
Robert Q. Wyckoff, Jr.
Managing Directors
November 2011
Footnotes:
(1) Indexes are unmanaged and the figures for the indexes shown
include reinvestment of dividends and capital gains
distributions and do not reflect any fees or expenses. Investors
cannot invest directly in an index. We strongly recommend
that these factors be considered before an investment decision
is made.
(2) MSCI EAFE Index US$ is an unmanaged capitalization-
weighted index of companies representing the stock markets of
Europe, Australasia and the Far East. MSCI EAFE Index
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.
(3) Inception dates for the Global Value Fund, Global Value
Fund II Currency Unhedged, Value Fund and Worldwide
High Dividend Yield Value Fund were June 15, 1993,
October 26, 2009, December 8, 1993, and September 5,
2007, respectively. Information with respect to MSCI EAFE
indexes is available at month end only; therefore the closest
month end to the Global Value Funds inception date,
May 31, 1993, was used.
(4) The MSCI World Index is a free float-adjusted market
capitalization weighted index that is designed to measure the
equity market performance of developed markets. The MSCI
World Index (US$) reflects the return of this index for a US
dollar investor. MSCI World Index (Hedged to US$) consists
of the results of the MSCI World Index with its foreign
currency exposure hedged 100% back into US dollars. The
index accounts for interest rate differentials in forward
currency exchange rates. Results for this index are inclusive of
dividends and net of foreign withholding taxes.
(5) S&P 500 Index 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.
(6) As of September 30, 2011, Tweedy, Browne Global Value,
Tweedy, Browne Global Value Fund II Currency
Unhedged, Tweedy, Browne Value and Tweedy, Browne
Worldwide High Dividend Yield Value Fund had invested the
following percentages of its net assets, respectively, in the
following portfolio holdings: Bank of America (0.0%, 0.0%,
0.0%, 0.0%); 3M (0.0%, 0.0%, 1.7%, 0.0%); Johnson
& Johnson (0.8%, 2.6%, 3.5%, 3.3%); Coca-Cola
(0.0%, 0.0%, 0.0%, 1.3%); Diageo (3.8%, 3.2%, 4.4%,
3.0%); Nestle (4.3%, 3.1%, 4.1%, 1.4%); Unilever
(3.1%, 3.3%, 3.1%, 3.3%); British American Tobacco
(1.9%, 0.8%, 2.0%, 2.8%); Roche (3.9%, 3.4%, 3.8%,
3.5%); Cisco (0.0%, 0.0%, 1.4%, 0.0%); MasterCard
(0.0%, 1.1%, 1.5%, 0.0%); Zurich Financial (3.0%,
3.6%, 2.8%, 3.7%); Munich Re (3.2%, 3.2%, 3.5%,
3.3%); Berkshire Hathaway (1.1%, 0.0%, 2.7%, 0.0%);
Provident Financial (1.3%, 0.7%, 0.0%, 1.3%); Axel
Springer (3.1%, 2.8%, 1.4%, 0.0%); Mediaset Espaa
(1.3%, 1.0%, 1.0%, 0.0%); ConocoPhillips (0.9%,
I-9
1.2%, 2.5%, 2.2%); Devon Engery (0.1%, 0.0%, 1.9%,
0.0%); Total (3.5%, 3.5%, 3.6%, 3.5%); Imperial
Tobacco (0.8%, 2.3%, 0.0%, 2.1%); United Overseas
Bank (0.0%, 1.4%, 0.0%, 1.0%); Royal Dutch Shell
(0.4%, 2.3%, 0.0%, 2.0%); and NGK Spark Plug (0.0%,
0.3%, 0.0%, 0.0%).
(7) Investor return measures the experience of the average
investor in a fund as defined by Morningstar. Investor return
does not represent the performance of any one individual
investor or the actual performance of a fund as a whole. The
investor return is a dollar weighted return that incorporates the
impact of cash flows and outflows from purchases and sales
and the growth of fund assets. The return takes into account
the fact that not all of a funds investors bought it at the
beginning of the period and held it to the end. In order to
calculate the investor return, Morningstar first calculates
monthly cash inflows and outflows for a fund and then
calculates the returns earned on those flows. Investor return
is the constant monthly rate of return that makes the
beginning assets equal to the ending assets with all monthly
cash flows accounted for. Results are annualized. The gap
between investor return and total return indicates how well
investors timed their fund purchases and sales.
Current and future portfolio holdings are subject to risk.
Investing in foreign securities involves additional risks beyond
the risks of investing in U.S. securities markets. These risks
include currency fluctuations; political uncertainty; different
accounting and financial standards; different regulatory
environments; and different market and economic factors in
various non-U.S. countries. In addition, the securities of small,
less well known companies may be more volatile than those of
larger companies. Value investing involves the risk that the
market will not recognize a security's intrinsic value for a long
time, or that a security thought to be undervalued may actually
be appropriately priced when purchased. Please refer to the
Funds' prospectus for a description of risk factors associated
with investments in securities which may be held by the Funds.
Although the practice of hedging against currency exchange
rate changes utilized by the Tweedy, Browne Global Value
Fund and Tweedy, Browne Value Fund reduces the risk of loss
from exchange rate movements, it also reduces the ability of
the Funds to gain from favorable exchange rate movements
when the U.S. dollar declines against the currencies in which
the Funds investments are denominated and in some interest
rate environments may impose out-of-pocket costs on the
Funds.
This letter contains opinions and statements on investment
techniques, economics, market conditions and other matters.
Of course there is no guarantee that these opinions and
statements will prove to be correct, and some of them are
inherently speculative. None of them should be relied upon as
statements of fact.
Morningstar, Inc. All Rights Reserved. The information
contained herein: (1) is proprietary to Morningstar and/or its
content providers; (2) may not be copied or distributed; and (3)
is not warranted to be accurate, complete or timely. Neither
Morningstar nor its content providers are responsible for any
damages or losses arising from any use of this information. Past
performance is no guarantee of future results.
Tweedy, Browne Global Value Fund, Tweedy, Browne Global
Value Fund II Currency Unhedged, Tweedy, Browne Value
Fund, and Tweedy, Browne Worldwide High Dividend Yield
Value Fund are distributed by Tweedy, Browne Company LLC.
This material must be preceded or accompanied by a prospectus
for Tweedy, Browne Fund Inc.
This page left blank intentionally.
TWEEDY, BROWNE FUND INC.
Tweedy, Browne Global Value Fund
Tweedy, Browne Global Value Fund II - Currency Unhedged
Tweedy, Browne Value Fund
Tweedy, Browne Worldwide High Dividend Yield Value Fund
II-1
SEMI-ANNUAL REPORT
September 30, 2011
TWEEDY, BROWNE FUND INC.
Expense Information (Unaudited)
II-2
Hypothetical Expenses
Actual Expenses (5% Return before Expenses)
Expenses Expenses
Beginning Ending Paid during Beginning Ending Paid during
Account Account Period* Account Account Period*
Value Value 4/1/11 Value Value 4/1/11 Expense
4/1/11 9/30/11 9/30/11 4/1/11 9/30/11 9/30/11 Ratio
Global Value Fund $1,000 $894 $6.58 $1,000 $1,018 $7.01 1.39%
Global Value Fund II -
Currency Unhedged $1,000 $906 $6.53 $1,000 $1,018 $6.91 1.37%
Value Fund $1,000 $878 $6.53 $1,000 $1,018 $7.01 1.39%
Worldwide High Dividend
Yield Value Fund $1,000 $927 $6.60 $1,000 $1,018 $6.91 1.37%
* Expenses are equal to each Funds annualized expense ratio, multiplied by the average account value over the
period, multiplied by the number of days in the period, divided by 366 (to reflect the one-half year period).
A shareholder of the Global Value Fund, Global Value
Fund II - Currency Unhedged, Value Fund or Worldwide High
Dividend Yield Value Fund (collectively, the Funds) incurs
two types of costs: (1) transaction costs and (2) ongoing costs,
including management fees and other Fund expenses. The
Example below is intended to help a shareholder understand
their ongoing costs (in U.S. dollars) of investing in the Funds
and to compare these costs with the ongoing costs of investing
in other mutual funds.
The Example is based on an investment of $1,000 invested
at the beginning of the period and held for the entire period of
April 1, 2011 to September 30, 2011.
Actual Expenses The first part of the table presented
below, under the heading Actual Expenses, provides
information about actual account values and actual expenses.
The information in this line may be used with the amount a
shareholder invested to estimate the expenses that were paid by
the shareholder over the period. Simply divide the
shareholders account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the
result by the number in the first line under the heading entitled
Expenses Paid during Period to estimate the expenses paid
during this period.
Hypothetical Example for Comparison Purposes The
second part of the table presented below, under the heading
Hypothetical Expenses, provides information about
hypothetical account values and hypothetical expenses based
on each Funds actual expense ratio and an assumed rate of
return of 5% per year before expenses, which is not each Funds
actual return. The hypothetical account values and expenses
may not be used to estimate the actual ending account balance
or expenses paid by the shareholder of the Funds for the period.
This information may be used to compare the ongoing costs of
investing in the Funds to other funds. To do so, compare this
5% hypothetical example with the 5% hypothetical examples
that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are
meant to highlight a shareholders ongoing costs only and do
not reflect redemption fees. Redemptions from the
Global Value Fund, the Global Value Fund II - Currency
Unhedged and the Worldwide High Dividend Yield Value
Fund, including exchange redemptions, within 60 days of
purchase are subject to a redemption fee equal to 2% of the
redemption proceeds, which will be retained by the Funds.
There are no other transactional expenses associated with the
purchase and sale of shares charged by any of the Funds, such
as commissions, sales loads and/or redemption fees on shares
held longer than 60 days. Other mutual funds may have such
transactional charges. Therefore, the second part of the table is
useful in comparing ongoing costs only, and will not help a
shareholder determine the relative total costs of owning
different funds. In addition, if redemption fees were included a
shareholders costs would have been higher.
Tweedy, Browne Global Value Fund
Portfolio of Investments
September 30, 2011
SEE NOTES TO FINANCIAL STATEMENTS
II-3
Tweedy, Browne Global Value Fund
Portfolio of Investments
September 30, 2011 (Unaudited)
COMMON STOCKS88.7%
Canada1.2%
750,000 National Bank of Canada, Toronto . . . . . $50,302,289

Czech Republic0.0%
2,800 Philip Morris CR a.s. . . . . . . . . . . . . . . . . 1,694,837

Finland2.3%
1,937,731 Kone Oyj, Class B . . . . . . . . . . . . . . . . . . 93,075,149

France6.6%
7,719,256 CNP Assurances . . . . . . . . . . . . . . . . . . . . 114,496,290
600,949 Teleperformance SA . . . . . . . . . . . . . . . . 12,888,652
3,223,000 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 143,718,678

271,103,620

Germany11.5%
2,289,458 Henkel AG & Company, KGaA . . . . . . . 101,215,104
896,077 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 47,026,850
42,354 KSB AG . . . . . . . . . . . . . . . . . . . . . . . . . . 28,129,166
298,680 Linde AG . . . . . . . . . . . . . . . . . . . . . . . . . 40,374,618
1,034,003 Muenchener Rueckversicherungs-
Gesellschaft AG . . . . . . . . . . . . . . . . . . 129,784,496
3,726,000 Springer (Axel) Verlag AG . . . . . . . . . . . 129,604,130

476,134,364

Hong Kong0.3%
434,500 Jardine Strategic Holdings Ltd. . . . . . . . . 11,431,695

Ireland0.0%
1,111,317 Unidare PLC * . . . . . . . . . . . . . . . . . . . 14,911

Italy1.3%
144,268 Buzzi Unicem SPA . . . . . . . . . . . . . . . . 1,180,748
3,890,500 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 12,371,176
5,000,000 Mondadori (Arnoldo) Editore SPA . . . . . 10,686,685
4,795,392 Sol SPA * . . . . . . . . . . . . . . . . . . . . . . . . . 30,883,220

55,121,829

Japan6.5%
545,600 Aica Kogyo Company Ltd. . . . . . . . . . . . 7,906,528
1,594,700 Canon, Inc. . . . . . . . . . . . . . . . . . . . . . . . 73,445,576
306,800 Daikoku Denki Company Ltd. . . . . . . . . 2,774,255
200,000 Daiwa Industries Ltd. . . . . . . . . . . . . . . . . 1,035,288
2,064,000 Fujitec Company Ltd. . . . . . . . . . . . . . . . 11,246,497
446,600 Fukuda Denshi Company Ltd. . . . . . . . . . 13,615,854
1,069,300 Hi-Lex Corporation . . . . . . . . . . . . . . . . . 17,174,279
1,577,500 Honda Motor Company Ltd. . . . . . . . . . . 47,050,759
122,700 Kaga Electronics Company Ltd. . . . . . . . 1,321,238
321,000 Katsuragawa Electric Company Ltd. . . 587,195
133,000 Kawasumi Laboratories, Inc. . . . . . . . . . . 833,407
1,329,500 Kuroda Electric Company Ltd. . . . . . . . . 15,954,690
69,100 Mandom Corporation . . . . . . . . . . . . . . . 2,071,745
21,670 Medikit Company Ltd. . . . . . . . . . . . . . . 7,028,412
307,100 Mirai Industry Company Ltd. . . . . . . . . . 3,330,768
162,780 Nippon Kanzai Company Ltd. . . . . . . . . . 3,144,518
305,800 Nippon Konpo Unyu Soko Company Ltd. 3,848,287
72,700 Ryoyo Electro Corporation . . . . . . . . . . . 693,234
349,200 Sangetsu Company Ltd. . . . . . . . . . . . . . . 9,377,841
100,400 SEC Carbon Ltd. . . . . . . . . . . . . . . . . . . . 449,377
Japan (continued)
400,000 Shinko Shoji Company Ltd. . . . . . . . . . . $3,243,383
151,400 SK Kaken Company Ltd. . . . . . . . . . . . . . 5,597,950
375,300 T. Hasegawa Company Ltd. . . . . . . . . . . . 6,363,740
1,281,300 Takata Corporation . . . . . . . . . . . . . . . . . 29,505,806
200,000 Tomen Electronics Corporation . . . . . . . 2,449,403

270,050,030

Mexico5.0%
23,454,800 Arca Continental SAB de CV . . . . . . . . 97,348,507
1,234,000 Coca-Cola Femsa SA de CV,
Sponsored ADR . . . . . . . . . . . . . . . . 109,492,820

206,841,327

Netherlands7.8%
2,093,000 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 93,582,924
23,620 Crown Van Gelder
Gemeenschappelijk Bezit NV . . . . . . 122,011
3,998,000 Heineken Holding NV . . . . . . . . . . . . . . 155,211,359
499,165 Royal Dutch Shell PLC, Class A . . . . . . 15,521,050
972,689 Telegraaf Media Groep NV . . . . . . . . . . . 13,050,623
1,368,000 Unilever NV, CVA . . . . . . . . . . . . . . . . . 43,601,191

321,089,158

Norway1.4%
2,600,000 Schibsted ASA . . . . . . . . . . . . . . . . . . . . . 56,242,548

Singapore1.8%
16,972,400 Fraser and Neave Ltd. . . . . . . . . . . . . . . . 75,412,628

South Korea2.1%
150,900 Daegu Department Store Company Ltd. . 2,177,582
11,330 Daehan City Gas Company Ltd. . . . . . . . 263,041
90,974 Hanil Cement Company Ltd. . . . . . . . . . 3,220,250
15,347 Ottogi Corporation . . . . . . . . . . . . . . . . . 1,693,570
87,640 Samchully Company Ltd. . . . . . . . . . . . . 7,290,624
14,792 Samyang Genex Company Ltd. . . . . . . . . 738,313
241,172 SK Telecom Company Ltd. . . . . . . . . . . . 30,605,844
2,915,717 SK Telecom Company Ltd., ADR . . . . . . 41,024,138

87,013,362

Spain1.3%
9,086,000 Mediaset Espaa Comunicacion SA . . . . 52,298,261

Sweden0.0%
63,360 Cloetta Fazer AB, B Shares . . . . . . . . . . . 256,458

Switzerland18.8%
186,990 Coltene Holding AG . . . . . . . . . . . . . . 7,205,384
388,000 Compagnie Financiere Richemont AG . 17,492,679
343,783 Daetwyler Holding AG, Bearer . . . . . . . . 18,848,832
10,000 Loeb Holding AG . . . . . . . . . . . . . . . . . . 2,069,801
3,182,700 Nestle SA, Registered . . . . . . . . . . . . . . . 175,551,327
80 Neue Zuercher Zeitung . . . . . . . . . . . . 616,536
2,416,530 Novartis AG, Registered . . . . . . . . . . . . . 135,153,280
43,688 Phoenix Mecano AG . . . . . . . . . . . . . . . . 21,644,391
185,918 PubliGroupe SA, Registered * . . . . . . . . . 24,562,545
984,000 Roche Holding AG . . . . . . . . . . . . . . . . . 159,359,683
248,117 Siegfried Holding AG * . . . . . . . . . . . . 24,584,972
4,297 Sika AG, Bearer . . . . . . . . . . . . . . . . . . . . 7,644,998
Value
Shares (Note 2)

Value
Shares (Note 2)

Tweedy, Browne Global Value Fund
Portfolio of Investments
September 30, 2011 (Unaudited)
SEE NOTES TO FINANCIAL STATEMENTS
II-4
SEE NOTES TO FINANCIAL STATEMENTS
II-4
Switzerland (continued)
432,618 Tamedia AG . . . . . . . . . . . . . . . . . . . . . $56,488,489
584,275 Zurich Financial Services AG . . . . . . . 122,863,068

774,085,985

Thailand1.0%
8,840,900 Bangkok Bank Public Company Ltd.,
NVDR . . . . . . . . . . . . . . . . . . . . . . . . . . 40,101,879

United Kingdom11.4%
1,521,000 AGA Foodservice Group PLC . . . . . . . . 1,990,310
1,782,000 BBA Group PLC . . . . . . . . . . . . . . . . . . . 4,649,805
1,882,980 British American Tobacco PLC . . . . . . . . 80,035,364
457,000 Carclo PLC . . . . . . . . . . . . . . . . . . . . . . . . 2,151,765
2,775,758 Daily Mail & General Trust, Class A . . . 15,700,739
8,225,426 Diageo PLC, Sponsored ADR . . . . . . . . . 157,863,368
4,842,645 G4S PLC . . . . . . . . . . . . . . . . . . . . . . . . . 20,142,165
1,397,625 Headlam Group PLC . . . . . . . . . . . . . . . . 5,334,196
1,000,000 Imperial Tobacco Group PLC . . . . . . . . . 33,866,615
3,346,355 Provident Financial PLC . . . . . . . . . . . . . 52,338,103
4,891,800 TT Electronics PLC . . . . . . . . . . . . . . . . . 11,868,860
2,700,000 Unilever PLC . . . . . . . . . . . . . . . . . . . . . . 85,004,582

470,945,872

United States8.4%
75,700 American National Insurance Company 5,242,225
1,094,821 Baxter International, Inc. . . . . . . . . . . . . 61,463,251
436 Berkshire Hathaway Inc., Class A . . . . 46,564,800
301 Berkshire Hathaway Inc., Class B . . . . 21,383
587,000 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 37,168,840
49,250 Devon Energy Corporation . . . . . . . . . . . 2,730,420
528,400 Johnson & Johnson . . . . . . . . . . . . . . . . . 33,664,364
2,555,000 Philip Morris International, Inc. . . . . . . . 159,380,900

346,236,183

TOTAL COMMON STOCKS


(COST $2,540,714,984) . . . . . . . . . . . . 3,659,452,385

PREFERRED STOCKS0.2%
166,388 Adris Grupa d.d. . . . . . . . . . . . . . . . . . . . . $6,063,071
314,700 Villeroy & Boch AG . . . . . . . . . . . . . . . . 2,427,850

TOTAL PREFERRED STOCKS


(COST $12,253,786) . . . . . . . . . . . . . . . 8,490,921

REGISTERED INVESTMENT COMPANY7.6%


311,386,741 Dreyfus Government Prime Cash
Management . . . . . . . . . . . . . . . . . . . . . 311,386,741

TOTAL REGISTERED
INVESTMENT COMPANY
(COST $311,386,741) . . . . . . . . . . . . . . 311,386,741

Face Value

U.S. TREASURY BILL3.0%


$125,000,000 0.055% ** due 11/03/11 . . . . . . . . . . . 124,998,731

TOTAL U.S. TREASURY BILL


(COST $124,993,754) . . . . . . . . . . . . . . 124,998,731

TOTAL INVESTMENTS
(Cost $2,989,349,265***) . . . . . . . . . . . . . 99.5% 4,104,328,778
UNREALIZED APPRECIATION
ON FORWARD CONTRACTS (Net) . . . 0.2 10,097,765
OTHER ASSETS AND LIABILITIES (Net) 0.3 12,283,628

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $4,126,710,171

* Affiliated company as defined by the Investment Company Act of 1940.


See Note 4.
** Rate represents annualized yield at date of purchase.
*** Aggregate cost for federal tax purposes is $2,989,349,265.
Amount represents less than 0.1% of net assets.
Non-income producing security.
All or a portion of this security has been segregated to cover certain open for-
ward contracts. At September 30, 2011, liquid assets totaling $209,491,805
have been segregated to cover such open forward contracts.
Abbreviations:
ADR American Depositary Receipt
CVA Certificaaten van aandelen (Share Certificates)
NVDR Non Voting Depository Receipt
Value
Shares (Note 2)

Value
Shares (Note 2)

Tweedy, Browne Global Value Fund
Sector Diversification
September 30, 2011 (Unaudited)
SEE NOTES TO FINANCIAL STATEMENTS
II-5
Counter- Contract Contract Value on Value 9/30/11 Unrealized
Contracts party Value Date Origination Date (Note 2) Gain (Loss)

Schedule of Forward Exchange Contracts
September 30, 2011 (Unaudited)
FORWARD EXCHANGE CONTRACTS TO SELL (a)
8,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 1/11/12 $(7,916,873) $(7,660,828) $256,045
20,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 5/22/12 (20,212,229) (19,127,774) 1,084,455
20,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 6/19/12 (20,231,652) (19,124,189) 1,107,463
6,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 8/7/12 (6,205,399) (5,735,329) 470,070
100,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 10/18/11 (138,827,997) (134,150,596) 4,677,401
40,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 10/20/11 (55,126,602) (53,659,346) 1,467,256
60,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 10/25/11 (83,826,899) (80,485,672) 3,341,227
35,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 11/23/11 (47,005,173) (46,944,717) 60,456
12,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 11/30/11 (16,246,800) (16,095,068) 151,732
50,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 1/11/12 (66,403,003) (67,062,784) (659,781)
35,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 2/15/12 (47,504,977) (46,943,949) 561,028
40,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 4/4/12 (55,826,399) (53,650,019) 2,176,380
75,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 4/24/12 (105,074,996) (100,594,595) 4,480,401
30,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 9/25/12 (41,340,000) (40,240,283) 1,099,717
75,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 10/2/12 (101,414,256) (100,599,196) 815,060
20,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 10/18/11 (31,755,400) (31,150,226) 605,174
10,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 11/23/11 (15,803,800) (15,569,570) 234,230
12,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 11/30/11 (19,046,160) (18,682,248) 363,912
6,500,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 1/11/12 (10,083,515) (10,115,720) (32,205)
30,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 2/13/12 (48,081,600) (46,675,167) 1,406,433
45,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 4/4/12 (71,453,250) (69,983,388) 1,469,862
20,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 4/24/12 (32,200,500) (31,098,928) 1,101,572
20,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 4/27/12 (32,590,000) (31,098,208) 1,491,792

(a) Primary risk exposure being hedged against is currency risk.


Percentage of
Sector Diversification Net Assets

Portfolio Composition
September 30, 2011 (Unaudited)
Amount represents less than 1% of net assets
Includes Unrealized Appreciation on Forward Contracts (Net)
Croatia-0%
Czech Republic-0%
Hong Kong-0%
Ireland-0%
Sweden-0%
Cash Equivalents and
Other Assets and
Liabilities (Net)-11%
Canada-1%
Finland-2%
France-7%
Germany-12%
Italy-1%
Japan-7%
Mexico-5%
Netherlands-8%
Norway-1%
Singapore-2%
South Korea-2%
Spain-1%
Switzerland-19%
United Kingdom-12%
Thailand-1%
United States-8%
COMMON STOCKS:
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.6%
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 8.5
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 2.8
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 2.5
Automobiles & Components . . . . . . . . . . . . . . . . . . . . . . . 2.3
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Health Care Equipment & Services . . . . . . . . . . . . . . . . . . 2.2
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 1.7
Diversified Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 0.9
Consumer Durables & Apparel . . . . . . . . . . . . . . . . . . . . . . 0.8
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2

Total Common Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88.7

Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2


Registered Investment Company. . . . . . . . . . . . . . . . . . . . 7.6
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0
Unrealized Appreciation on Forward Contracts (Net) . . 0.2
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . 0.3

Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%

SEE NOTES TO FINANCIAL STATEMENTS


II-6
Tweedy, Browne Global Value Fund
Schedule of Forward Exchange Contracts
September 30, 2011 (Unaudited)
Counter- Contract Contract Value on Value 9/30/11 Unrealized
Contracts party Value Date Origination Date (Note 2) Gain (Loss)

FORWARD EXCHANGE CONTRACTS TO SELL (a) (Continued)
1,200,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 1/11/12 $(14,712,193) $(15,593,771) $(881,578)
4,230,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 2/29/12 (51,962,410) (55,015,722) (3,053,312)
2,000,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 3/13/12 (24,458,848) (26,018,150) (1,559,302)
5,300,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 10/22/12 (64,851,636) (69,300,561) (4,448,925)
3,550,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 11/19/12 (44,023,909) (46,456,900) (2,432,991)
4,000,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 12/28/12 (50,208,680) (52,406,502) (2,197,822)
515,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 10/28/11 (40,080,004) (37,130,812) 2,949,192
350,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 11/4/11 (27,298,963) (25,217,440) 2,081,523
500,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 1/23/12 (39,824,771) (35,778,604) 4,046,167
230,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 2/15/12 (18,449,444) (16,425,628) 2,023,816
370,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 5/11/12 (30,331,598) (26,231,299) 4,100,299
330,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 6/5/12 (27,106,059) (23,346,358) 3,759,701
240,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 6/5/12 (19,719,004) (16,979,171) 2,739,833
70,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 10/25/11 (11,878,500) (11,908,002) (29,502)
110,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 1/11/12 (18,353,216) (18,643,102) (289,886)
120,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 2/13/12 (20,460,358) (20,309,350) 151,008
35,000,000 Singapore Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SSB 11/30/11 (26,972,042) (26,862,193) 109,849
12,000,000 Singapore Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 6/19/12 (9,711,331) (9,236,818) 474,513
44,600,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 5/11/12 (39,857,015) (37,678,996) 2,178,019
50,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 10/2/12 (41,999,160) (42,276,863) (277,703)
110,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 10/11/11 (113,157,083) (121,130,007) (7,972,924)
95,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 10/18/11 (98,245,034) (104,625,827) (6,380,793)
40,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 10/20/11 (41,784,403) (44,054,610) (2,270,207)
60,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 10/25/11 (62,945,866) (66,088,029) (3,142,163)
70,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 11/23/11 (70,766,400) (77,154,183) (6,387,783)
50,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 2/13/12 (53,054,901) (55,220,051) (2,165,150)
180,000,000 Thailand Baht . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOA 10/25/11 (5,994,006) (5,780,308) 213,698
500,000,000 Thailand Baht . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 5/11/12 (16,286,645) (15,905,221) 381,424
375,000,000 Thailand Baht . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 5/22/12 (12,175,325) (11,923,585) 251,740
400,000,000 Thailand Baht . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 8/7/12 (13,076,169) (12,678,825) 397,344

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,183,922,453) $(2,173,824,688) $10,097,765

Unrealized Appreciation on Forward Contracts (Net) . . . . . . . . . . . . . . . . . . . . . . $10,097,765

(a) Primary risk exposure being hedged against is currency risk.


Counterparty Abbreviations:
BOA Bank of America
BNY BNY Mellon
CIT Citibank
JPM JP Morgan Chase
NTC Northern Trust
SSB State Street
SEE NOTES TO FINANCIAL STATEMENTS
II-7
Tweedy, Browne Global Value Fund II - Currency Unhedged
Portfolio of Investments
September 30, 2011 (Unaudited)
COMMON STOCKS78.4%
Australia1.4%
743,000 Metcash Ltd. . . . . . . . . . . . . . . . . . . . . . . $2,967,926

Finland0.4%
20,000 Kone Oyj, Class B . . . . . . . . . . . . . . . . . . 960,661

France6.6%
269,000 CNP Assurances . . . . . . . . . . . . . . . . . . . . 3,989,957
129,400 Teleperformance SA . . . . . . . . . . . . . . . . 2,775,263
170,000 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 7,580,569

14,345,789

Germany8.6%
79,200 Henkel AG & Company, KGaA . . . . . . . 3,501,369
37,000 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 1,941,790
56,200 Muenchener
Rueckversicherungs-Gesellschaft AG . . 7,054,031
176,800 Springer (Axel) Verlag AG . . . . . . . . . . . 6,149,761

18,646,951

Hong Kong0.4%
28,500 Jardine Strategic Holdings Ltd. . . . . . . . . 749,835

Ireland0.1%
27,700 Abbey PLC . . . . . . . . . . . . . . . . . . . . . . . . 193,259

Italy2.2%
157,000 Buzzi Unicem SPA . . . . . . . . . . . . . . . . . 1,284,952
70,400 Davide Campari-Milano SPA . . . . . . . . . 518,092
805,000 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 2,559,773
62,000 Sol SPA . . . . . . . . . . . . . . . . . . . . . . . . . . 399,292

4,762,109

Japan4.4%
39,500 Canon, Inc. . . . . . . . . . . . . . . . . . . . . . . . 1,819,214
22,000 Daiwa Industries Ltd. . . . . . . . . . . . . . . . . 113,882
71,000 Honda Motor Company Ltd. . . . . . . . . . . 2,117,657
37,100 Kaga Electronics Company Ltd. . . . . . . . 399,494
30,000 Mandom Corporation . . . . . . . . . . . . . . . 899,455
20,000 Nagase & Company Ltd. . . . . . . . . . . . . . 249,870
44,000 NGK Spark Plug Company Ltd. . . . . . . . 603,373
28,000 Nihon Kagaku Sangyo Company Ltd. . . . 204,878
2,300 Nihon Kohden Corporation . . . . . . . . . . 62,513
13,600 Nippon Kanzai Company Ltd. . . . . . . . . . 262,719
20,000 Ryoyo Electro Corporation . . . . . . . . . . . 190,711
33,000 SEC Carbon Ltd. . . . . . . . . . . . . . . . . . . . 147,704
55,500 Shinko Shoji Company Ltd. . . . . . . . . . . 450,020
13,000 T. Hasegawa Company Ltd. . . . . . . . . . . . 220,433
70,000 Takata Corporation . . . . . . . . . . . . . . . . . 1,611,962
10,100 Tomen Electronics Corporation . . . . . . . 123,695

9,477,580

Mexico0.4%
207,855 Arca Continental SAB de CV . . . . . . . . 862,697

Netherlands10.4%
97,000 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . $4,337,097
81,600 Heineken Holding NV . . . . . . . . . . . . . . 3,167,896
67,600 Heineken NV . . . . . . . . . . . . . . . . . . . . . . 3,042,054
160,000 Royal Dutch Shell PLC, Class A . . . . . . 4,975,044
222,100 Unilever NV, CVA . . . . . . . . . . . . . . . . . 7,078,819

22,600,910

Norway0.5%
55,500 Schibsted ASA . . . . . . . . . . . . . . . . . . . . . 1,200,562

Singapore1.9%
66,000 Fraser and Neave Ltd. . . . . . . . . . . . . . . . 293,255
1,316,400 Metro Holdings Ltd. . . . . . . . . . . . . . . . . 656,634
251,200 United Overseas Bank Ltd. . . . . . . . . . . . 3,277,108

4,226,997

South Korea3.0%
22,040 Daegu Department Store Company Ltd. . 318,051
16,570 Daehan City Gas Company Ltd. . . . . . . . 384,695
8,375 Dongsuh Companies, Inc. . . . . . . . . . . . . 229,272
2,900 Ottogi Corporation . . . . . . . . . . . . . . . . . 320,020
69,520 S&T Holdings Company Ltd. . . . . . . . . . 640,289
9,417 Samchully Company Ltd. . . . . . . . . . . . . 783,384
18,400 Samyang Genex Company Ltd. . . . . . . . . 918,399
21,095 SK Telecom Company Ltd. . . . . . . . . . . . 2,677,053
10,190 SK Telecom Company Ltd., ADR . . . . . . 143,373
3,800 YESCO Company Ltd. . . . . . . . . . . . . . . 77,577

6,492,113

Spain1.0%
367,000 Mediaset Espaa Comunicacion SA . . . . 2,112,422

Switzerland14.8%
120,300 Nestle SA, Registered . . . . . . . . . . . . . . . 6,635,506
125,900 Novartis AG, Registered . . . . . . . . . . . . . 7,041,418
1,200 PubliGroupe SA, Registered . . . . . . . . . . 158,538
45,000 Roche Holding AG . . . . . . . . . . . . . . . . . 7,287,790
25,000 Schindler Holding AG . . . . . . . . . . . . . . 2,745,514
2,955 Siegfried Holding AG . . . . . . . . . . . . . . 292,800
921 Tamedia AG . . . . . . . . . . . . . . . . . . . . . . 120,258
37,100 Zurich Financial Services AG . . . . . . . . 7,801,497

32,083,321

Thailand0.3%
164,100 Bangkok Bank Public
Company Ltd., NVDR . . . . . . . . . . . . . 744,349

United Kingdom14.8%
829,700 BAE Systems PLC . . . . . . . . . . . . . . . . . . 3,454,875
42,500 British American Tobacco PLC . . . . . . . . 1,806,447
53,000 Carclo PLC . . . . . . . . . . . . . . . . . . . . . . . . 249,548
590,900 Daily Mail & General Trust, Class A . . . 3,342,354
359,000 Diageo PLC, Sponsored ADR . . . . . . . . . 6,889,971
798,000 G4S PLC . . . . . . . . . . . . . . . . . . . . . . . . . 3,319,146
Value
Shares (Note 2)

Value
Shares (Note 2)

SEE NOTES TO FINANCIAL STATEMENTS
II-8
SEE NOTES TO FINANCIAL STATEMENTS
II-8
Tweedy, Browne Global Value Fund II - Currency Unhedged
Portfolio of Investments
September 30, 2011 (Unaudited)
United Kingdom (continued)
63,500 GlaxoSmithKline PLC . . . . . . . . . . . . . . . $1,318,609
970,000 Hays PLC . . . . . . . . . . . . . . . . . . . . . . . . . 1,046,415
296,000 Headlam Group PLC . . . . . . . . . . . . . . . . 1,129,718
227,826 Home Retail Group PLC . . . . . . . . . . . . . 398,916
145,300 Imperial Tobacco Group PLC . . . . . . . . . 4,920,819
99,115 Provident Financial PLC . . . . . . . . . . . . . 1,550,192
200,000 TT Electronics PLC . . . . . . . . . . . . . . . . . 485,255
832,500 Vodafone Group PLC . . . . . . . . . . . . . . . 2,156,047

32,068,312

United States6.5%
15,825 Baxter International, Inc. . . . . . . . . . . . . 888,416
40,700 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 2,577,124
88,100 Johnson & Johnson . . . . . . . . . . . . . . . . . 5,612,851
7,750 Mastercard, Inc., Class A . . . . . . . . . . . . . 2,457,990
43,000 Philip Morris International, Inc. . . . . . . . 2,682,340

14,218,721

Miscellaneous0.7%
Undisclosed securities* . . . . . . . . . . . . . . 1,506,049

TOTAL COMMON STOCKS


(COST $188,539,624) . . . . . . . . . . . . . . 170,220,563

PREFERRED STOCKS0.1%
265 KSB AG . . . . . . . . . . . . . . . . . . . . . . . . . . 140,443

TOTAL PREFERRED STOCKS


(COST $159,205). . . . . . . . . . . . . . . . . . 140,443

REGISTERED INVESTMENT COMPANY21.7%


47,266,313 Dreyfus Government Prime Cash
Management . . . . . . . . . . . . . . . . . . . . . $47,266,313

TOTAL REGISTERED
INVESTMENT COMPANY
(COST $47,266,313) . . . . . . . . . . . . . . . 47,266,313

TOTAL INVESTMENTS
(Cost $235,965,142**) . . . . . . . . . . . . . . . . 100.2% 217,627,319
OTHER ASSETS AND LIABILITIES (Net) (0.2) (443,860)

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $217,183,459

* Undisclosed Securities represents issuers, generally smaller capitalization


issuers, where disclosure may be disadvantageous to the Funds accumulation
or disposition program.
** Aggregate cost for federal tax purposes is $235,965,142.
Non-income producing security.
Abbreviations:
ADR American Depositary Receipt
CVA Certificaaten van aandelen (Share Certificates)
NVDR Non Voting Depository Receipt
Value
Shares (Note 2)

Value
Shares (Note 2)

SEE NOTES TO FINANCIAL STATEMENTS
II-9
SEE NOTES TO FINANCIAL STATEMENTS
II-9
Tweedy, Browne Global Value Fund II - Currency Unhedged
Sector Diversification
September 30, 2011 (Unaudited)
Portfolio Composition
September 30, 2011 (Unaudited)
Amount represents less than 1% of net assets
Cash Equivalents and
Other Assets and
Liabilities (Net)-22%
France-7%
Australia-1%
Germany-9%
Miscellaneous-1%
Italy-2%
Japan-4%
Norway-1%
Netherlands-10%
Singapore-2%
Finland-0%
Hong Kong-0%
Ireland-0%
Mexico-0%
Thailand-0%
South Korea-3%
Spain-1%
Switzerland-15%
United Kingdom-15%
United States-7%
COMMON STOCKS:
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 9.9%
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 3.4
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 2.3
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 2.0
Automobiles & Components . . . . . . . . . . . . . . . . . . . . . . . 2.0
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 1.6
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Software & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Diversified Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6
Health Care Equipment & Services . . . . . . . . . . . . . . . . . . 0.4
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2
Consumer Durables & Apparel . . . . . . . . . . . . . . . . . . . . . . 0.1

Total Common Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.4

Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1


Registered Investment Company. . . . . . . . . . . . . . . . . . . . 21.7
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . (0.2)

Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%

Percentage of
Sector Diversification Net Assets

SEE NOTES TO FINANCIAL STATEMENTS
II-10
Tweedy, Browne Value Fund
Portfolio of Investments
September 30, 2011 (Unaudited)
SEE NOTES TO FINANCIAL STATEMENTS
II-10
COMMON STOCKS89.0%
France5.2%
436,400 CNP Assurances . . . . . . . . . . . . . . . . . . . . $6,472,927
322,200 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 14,367,409

20,840,336

Germany8.8%
193,000 Henkel AG & Company, KGaA . . . . . . . 8,532,375
36,000 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 1,889,309
40,600 Linde AG . . . . . . . . . . . . . . . . . . . . . . . . . 5,488,180
109,850 Muenchener Rueckversicherungs-
Gesellschaft AG . . . . . . . . . . . . . . . . . . 13,787,994
164,718 Springer (Axel) Verlag AG . . . . . . . . . . . 5,729,504

35,427,362

Japan2.3%
148,100 Canon, Inc. . . . . . . . . . . . . . . . . . . . . . . . 6,820,900
87,000 Honda Motor Company Ltd. . . . . . . . . . . 2,594,875

9,415,775

Mexico0.5%
473,540 Arca Continental SAB de CV . . . . . . . . 1,965,415

Netherlands5.8%
72,500 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 3,241,645
373,000 Heineken Holding NV . . . . . . . . . . . . . . 14,480,700
183,946 Unilever NV, ADR . . . . . . . . . . . . . . . . . 5,792,460

23,514,805

South Korea0.7%
206,544 SK Telecom Company Ltd., ADR . . . . . . 2,906,074

Spain1.0%
669,070 Mediaset Espaa Comunicacion SA . . . . 3,851,111

Switzerland13.6%
298,000 Nestle SA, Registered, Sponsored ADR . 16,419,800
225,000 Novartis AG, Registered . . . . . . . . . . . . . 12,583,948
92,700 Roche Holding AG . . . . . . . . . . . . . . . . . 15,012,848
52,000 Zurich Financial Services AG . . . . . . . . 10,934,713

54,951,309

United Kingdom7.9%
183,000 British American Tobacco PLC . . . . . . . . 7,778,347
231,000 Diageo PLC, Sponsored ADR . . . . . . . . . 17,539,830
205,000 Unilever PLC, Sponsored ADR . . . . . . . 6,393,950

31,712,127

United States43.2%
94,535 3M Company . . . . . . . . . . . . . . . . . . . . . . 6,786,668
75,523 American National Insurance Company 5,229,968
98,570 Avatar Holdings Inc. . . . . . . . . . . . . . . . 806,303
216,470 Bank of New York Mellon
Corporation/The . . . . . . . . . . . . . . . . . . 4,024,177
176,890 Baxter International, Inc. . . . . . . . . . . . . 9,930,605
80 Berkshire Hathaway Inc., Class A . . . . . 8,544,000
30,626 Berkshire Hathaway Inc., Class B . . . . . 2,175,671
United States (continued)
194,600 Broadridge Financial Solutions, Inc. . . . . $3,919,244
297,433 Brown & Brown, Inc. . . . . . . . . . . . . . . . . 5,294,307
365,400 Cisco Systems, Inc. . . . . . . . . . . . . . . . . . 5,660,046
230,068 Comcast Corporation, Special Class A . . 4,760,107
153,905 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 9,745,265
136,105 Devon Energy Corporation . . . . . . . . . . . 7,545,661
129,850 Emerson Electric Company . . . . . . . . . . . 5,364,104
66,804 Henry Schein, Inc. . . . . . . . . . . . . . . . . . 4,142,516
219,014 Johnson & Johnson . . . . . . . . . . . . . . . . . 13,953,382
357,000 Leucadia National Corporation . . . . . . . . 8,096,760
18,500 Mastercard, Inc., Class A . . . . . . . . . . . . . 5,867,459
36,818 National Western Life Insurance
Company, Class A . . . . . . . . . . . . . . . . . 4,988,839
98,000 Norfolk Southern Corporation . . . . . . . . 5,979,960
243,482 Philip Morris International, Inc. . . . . . . . 15,188,407
137,202 UniFirst Corporation . . . . . . . . . . . . . . . . 6,213,879
88,835 Union Pacific Corporation . . . . . . . . . . . 7,255,154
238,000 Wal-Mart Stores, Inc. . . . . . . . . . . . . . . . 12,352,200
437,085 Wells Fargo & Company . . . . . . . . . . . . . 10,542,490

174,367,172

TOTAL COMMON STOCKS


(COST $274,909,591) . . . . . . . . . . . . . . 358,951,486

REGISTERED INVESTMENT COMPANY6.4%


25,911,639 Dreyfus Government Prime Cash
Management . . . . . . . . . . . . . . . . . . . . . 25,911,639

TOTAL REGISTERED INVESTMENT COMPANY


(COST $25,911,639) . . . . . . . . . . . . . . . 25,911,639

Face Value

U.S. TREASURY BILL3.4%


$13,500,000 0.091% * due 12/15/11 . . . . . . . . . . . . . 13,499,595

TOTAL U.S. TREASURY BILL


(COST $13,497,485) . . . . . . . . . . . . . . . 13,499,595

TOTAL INVESTMENTS
(Cost $314,318,715**) . . . . . . . . . . . . . . . . 98.8% 398,362,720
UNREALIZED DEPRECIATION
ON FORWARD CONTRACTS (Net) . . . 0.0 (72,005)
OTHER ASSETS
AND LIABILITIES (Net) . . . . . . . . . . . . . 1.2 4,846,446

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $403,137,161

* Rate represents annualized yield at date of purchase.


** Aggregate cost for federal tax purposes is $314,318,715.
Non-income producing security.
All or a portion of this security has been segregated to cover certain open for-
ward contracts. At September 30, 2011, liquid assets totaling $9,999,700
have been segregated to cover such open forward contracts.
Abbreviations:
ADR American Depositary Receipt
Value
Shares (Note 2)

Value
Shares (Note 2)

SEE NOTES TO FINANCIAL STATEMENTS
II-11
Tweedy, Browne Value Fund
Sector Diversification
September 30, 2011 (Unaudited)
Counter- Contract Contract Value on Value 9/30/11 Unrealized
Contracts party Value Date Origination Date (Note 2) Gain (Loss)

FORWARD EXCHANGE CONTRACTS TO SELL (a)
5,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 10/25/11 $(6,985,575) $(6,707,139) $278,436
5,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 11/23/11 (6,715,025) (6,706,389) 8,636
13,500,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 11/30/11 (18,277,650) (18,106,952) 170,698
15,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 2/15/12 (20,359,276) (20,118,835) 240,441
2,500,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 11/30/11 (3,967,950) (3,892,135) 75,815
4,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CIT 4/24/12 (6,440,100) (6,219,786) 220,314
2,500,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 9/7/12 (4,079,350) (3,883,286) 196,064
160,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 1/11/12 (1,961,626) (2,079,170) (117,544)
260,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 2/15/12 (3,192,926) (3,380,743) (187,817)
250,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 10/22/12 (3,059,040) (3,268,894) (209,854)
16,000,000 Mexican Peso. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 1/11/12 (1,257,911) (1,146,100) 111,811
1,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 1/11/12 (879,508) (844,926) 34,582
3,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 5/11/12 (2,680,965) (2,534,461) 146,504
7,500,000 Swiss Franc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JPM 10/25/11 (7,868,233) (8,261,003) (392,770)
7,500,000 Swiss Franc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BNY 11/23/11 (7,582,114) (8,266,520) (684,406)
5,000,000 Swiss Franc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 2/13/12 (5,305,490) (5,522,005) (216,515)
2,000,000 Swiss Franc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NTC 9/7/12 (2,475,462) (2,221,862) 253,600

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(103,088,201) $(103,160,206) $(72,005)

Unrealized Depreciation on Forward Contracts (Net) . . . . . . . . . . . . . . . . . . . . . . $(72,005)

(a) Primary risk exposure being hedged against is currency risk.


Counterparty Abbreviations:
BNY BNY Mellon
CIT Citibank
JPM JP Morgan Chase
NTC Northern Trust
Schedule of Forward Exchange Contracts
September 30, 2011 (Unaudited)
Amount represents less than 1% of net assets
Includes Unrealized Depreciation on Forward Contracts (Net)
Cash Equivalents
and Other Assets
and Liabilities (Net)-11%
Mexico-0%
France-5%
Germany-9%
Japan-2%
Netherlands-6%
South Korea-1%
Spain-1%
Switzerland-14%
United Kingdom-8%
United States-43%
Percentage of
Sector Diversification Net Assets

Portfolio Composition
September 30, 2011 (Unaudited)
COMMON STOCKS:
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.2%
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 10.3
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.6
Health Care Equipment & Services . . . . . . . . . . . . . . . . . . 3.5
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 3.1
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Diversified Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
Software & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 2.1
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 1.5
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 0.7
Automobiles & Components . . . . . . . . . . . . . . . . . . . . . . . 0.6
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2

Total Common Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89.0

Registered Investment Company. . . . . . . . . . . . . . . . . . . . 6.4


U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4
Unrealized Depreciation on Forward Contracts (Net) . .
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . 1.2

Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%

Amount represents less than 0.1% of net assets


Tweedy, Browne Worldwide High Dividend Yield Value Fund
Portfolio of Investments
September 30, 2011 (Unaudited)
SEE NOTES TO FINANCIAL STATEMENTS
II-12
Value
Shares (Note 2)

Value
Shares (Note 2)

COMMON STOCKS81.6%
Australia1.9%
1,504,000 Metcash Ltd. . . . . . . . . . . . . . . . . . . . . . . $6,007,754

Canada2.2%
168,800 IGM Financial, Inc. . . . . . . . . . . . . . . . . . 7,214,963

France5.6%
458,685 CNP Assurances . . . . . . . . . . . . . . . . . . . . 6,803,470
252,000 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 11,237,079

18,040,549

Germany3.3%
86,000 Muenchener
Rueckversicherungs-Gesellschaft AG . . 10,794,424

Italy2.7%
329,840 Eni SPA . . . . . . . . . . . . . . . . . . . . . . . . . . 5,850,487
880,835 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 2,800,916

8,651,403

Mexico0.6%
476,115 Arca Continental SAB de CV . . . . . . . . 1,976,102

Netherlands6.8%
115,400 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 5,159,804
204,000 Royal Dutch Shell PLC, Class A . . . . . . 6,343,181
335,000 Unilever NV, CVA . . . . . . . . . . . . . . . . . 10,677,192

22,180,177

Singapore1.0%
248,600 United Overseas Bank Ltd. . . . . . . . . . . . 3,243,189

South Korea1.7%
385,700 SK Telecom Company Ltd., ADR . . . . . . 5,426,799

Switzerland11.8%
84,100 Nestle SA, Registered . . . . . . . . . . . . . . . 4,638,787
187,000 Novartis AG, Registered . . . . . . . . . . . . . 10,458,659
70,400 Roche Holding AG . . . . . . . . . . . . . . . . . 11,401,343
56,450 Zurich Financial Services AG . . . . . . . . 11,870,472

38,369,261

United Kingdom18.0%
1,601,300 BAE Systems PLC . . . . . . . . . . . . . . . . . . 6,667,821
215,300 British American Tobacco PLC . . . . . . . . 9,151,246
510,700 Diageo PLC, Sponsored ADR . . . . . . . . . 9,801,416
1,362,700 G4S PLC . . . . . . . . . . . . . . . . . . . . . . . . . 5,667,921
139,505 GlaxoSmithKline PLC . . . . . . . . . . . . . . . 2,896,891
198,500 Imperial Tobacco Group PLC . . . . . . . . . 6,722,523
371,400 Pearson PLC . . . . . . . . . . . . . . . . . . . . . . . 6,589,886
264,615 Provident Financial PLC . . . . . . . . . . . . . 4,138,666
2,561,284 Vodafone Group PLC . . . . . . . . . . . . . . . 6,633,331

58,269,701

United States26.0%
144,900 Arthur J. Gallagher & Company . . . . . . . $3,810,870
166,650 AT&T, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 4,752,858
115,000 Automatic Data Processing, Inc. . . . . . . . 5,422,250
60,460 Coca-Cola Company/The . . . . . . . . . . . . 4,084,678
112,910 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 7,149,461
72,670 Emerson Electric Company . . . . . . . . . . . 3,001,998
244,565 Exelon Corporation . . . . . . . . . . . . . . . . . 10,420,915
111,600 Genuine Parts Company . . . . . . . . . . . . . 5,669,280
165,900 Johnson & Johnson . . . . . . . . . . . . . . . . . 10,569,489
157,180 Kimberly-Clark Corporation . . . . . . . . . . 11,161,352
50,970 Lockheed Martin Corporation . . . . . . . . . 3,702,461
32,294 McDonalds Corporation . . . . . . . . . . . . . 2,836,059
119,755 Philip Morris International, Inc. . . . . . . . 7,470,317
164,100 Sysco Corporation . . . . . . . . . . . . . . . . . . 4,250,190

84,302,178

TOTAL COMMON STOCKS


(COST $258,331,308) . . . . . . . . . . . . . . 264,476,500

REGISTERED INVESTMENT COMPANY13.6%


43,945,497 Dreyfus Government Prime Cash
Management . . . . . . . . . . . . . . . . . . . . . 43,945,497

TOTAL REGISTERED
INVESTMENT COMPANY
(COST $43,945,497) . . . . . . . . . . . . . . . 43,945,497

Face Value

TREASURY BILLS4.7%
Germany2.9%
7,000,000 0.203% * due 10/12/11 . . . . . . . . . . . . . . 9,391,470

United States1.8%
$6,000,000 0.066% * due 12/15/11 . . . . . . . . . . . . . . 5,999,820

TOTAL TREASURY BILLS


(COST $15,949,356) . . . . . . . . . . . . . . . 15,391,290

TOTAL INVESTMENTS
(Cost $318,226,161**) . . . . . . . . . . . . . . . . 99.9% 323,813,287
OTHER ASSETS AND LIABILITIES (Net) 0.1 165,964

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $323,979,251

* Rate represents annualized yield at date of purchase.


** Aggregate cost for federal tax purposes is $318,226,161.
Non-income producing security.
Abbreviations:
ADR American Depositary Receipt
CVA Certificaaten van aandelen (Share Certificates)
European Union Euro
SEE NOTES TO FINANCIAL STATEMENTS
II-13
Tweedy, Browne Worldwide High Dividend Yield Value Fund
Sector Diversification
September 30, 2011 (Unaudited)
COMMON STOCKS:
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 10.9%
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 5.2
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Diversified Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 3.4
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 1.7
Software & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0
Consumer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9

Total Common Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.6

Registered Investment Company. . . . . . . . . . . . . . . . . . . . 13.6


Treasury Bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . 0.1

Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%

Percentage of
Sector Diversification Net Assets

Portfolio Composition
September 30, 2011 (Unaudited)
Cash Equivalents
and Other Assets
and Liabilities (Net)-18%
Canada-2%
Australia-2%
France-5%
Germany-3%
Italy-3%
Mexico-1%
Netherlands-7%
Singapore-1%
Switzerland-12%
South Korea-2%
United Kingdom-18%
United States-26%
SEE NOTES TO FINANCIAL STATEMENTS
II-14
TWEEDY, BROWNE FUND INC.
Statements of Assets and Liabilities
September 30, 2011 (Unaudited)
Global Value
Fund II - Worldwide High
Global Value Currency Value Dividend Yield
Fund Unhedged Fund Value Fund
______________ ______________ ______________ ______________
ASSETS
Investments, at cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,989,349,265 $235,965,142 $314,318,715 $318,226,161
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
Investments, at value (Note 2). . . . . . . . . . . . . . . . . . . . . . . . $4,104,328,778 $217,627,319 $398,362,720 $323,813,287
Foreign currency (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dividends and interest receivable. . . . . . . . . . . . . . . . . . . . . . 8,054,462 328,802 708,123 749,569
Receivable for investment securities sold. . . . . . . . . . . . . . . . 69,279
Recoverable foreign withholding taxes. . . . . . . . . . . . . . . . . . 9,782,829 146,332 555,200 327,352
Receivable for Fund shares sold . . . . . . . . . . . . . . . . . . . . . . . 5,858,722 123,511 5,316,916 382,446
Unrealized appreciation of forward exchange contracts
(Note 2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,279,792 1,736,901
Prepaid expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,573 12,304 18,681 18,340
______________ ______________ ______________ ______________
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,182,565,435 $218,238,268 $406,698,545 $325,290,994
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
LIABILITIES
Unrealized depreciation of forward exchange contracts
(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,182,027 $ $1,808,906 $
Payable for Fund shares redeemed . . . . . . . . . . . . . . . . . . . . . 5,971,614 507,002 295,607 415,317
Investment advisory fee payable (Note 3) . . . . . . . . . . . . . . . 2,647,941 124,877 261,143 204,341
Payable for investment securities purchased. . . . . . . . . . . . . . 795,320 372,865 1,094,026 631,301
Custodian fees payable (Note 3). . . . . . . . . . . . . . . . . . . . . . . 334,282 6,603 10,011 7,786
Transfer agent fees payable (Note 3) . . . . . . . . . . . . . . . . . . . 317,411 1,080 23,006 7,098
Compliance and shareholder servicing fees payable (Note 3) 110,293 4,453 10,856 7,490
Administration and accounting fees payable (Note 3) . . . . . 88,905 3,260 7,575 5,681
Due to custodian in foreign currency (a) . . . . . . . . . . . . . . . . 10,977 2,592 6,918
Accrued foreign capital gains taxes . . . . . . . . . . . . . . . . . . . . 919,064 13,805
Accrued expenses and other payables. . . . . . . . . . . . . . . . . . . 477,430 18,272 50,254 25,811
______________ ______________ ______________ ______________
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,855,264 1,054,809 3,561,384 1,311,743
______________ ______________ ______________ ______________
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,126,710,171 $217,183,459 $403,137,161 $323,979,251
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
NET ASSETS consist of
Undistributed net investment income . . . . . . . . . . . . . . . . . . $81,118,067 $1,420,942 $5,521,514 $1,062,871
Accumulated net realized gain (loss) on securities, forward
exchange contracts and foreign currencies . . . . . . . . . . . . 225,617,387 836,626 16,727,234 (9,244,280)
Net unrealized appreciation (depreciation) of securities,
forward exchange contracts, foreign currencies and net
other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,124,801,526 (18,342,613) 83,962,629 5,585,463
Par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,106 2,079 2,361 3,714
Paid-in capital in excess of par value . . . . . . . . . . . . . . . . . . . 2,695,154,085 233,266,425 296,923,423 326,571,483
______________ ______________ ______________ ______________
Total Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,126,710,171 $217,183,459 $403,137,161 $323,979,251
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
CAPITAL STOCK (common stock outstanding). . . . . . . . . . . 191,055,331 20,791,654 23,606,086 37,137,616
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
NET ASSET VALUE offering and redemption price per share $21.60 $10.45 $17.08 $8.72
______________ ______________ ______________ ______________
______________ ______________ ______________ ______________
________________________________________________________________________________________________
(a) Foreign currency held at cost for the Global Value Fund, Global Value Fund II - Currency Unhedged, Value Fund and Worldwide High Dividend Yield Value Fund was
$(10,977), $(2,592), $4 and $(6,917), respectively.
SEE NOTES TO FINANCIAL STATEMENTS
II-15
TWEEDY, BROWNE FUND INC.
Statements of Operations
For the Six Months Ended September 30, 2011 (Unaudited)
Global Value
Fund II - Worldwide High
Global Value Currency Value Dividend Yield
Fund Unhedged Fund Value Fund

INVESTMENT INCOME
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $114,689,956 $2,828,320 $8,699,434 $7,612,177
Less foreign withholding taxes . . . . . . . . . . . . . . . . . . . . (11,913,546) (258,229) (757,624) (527,226)
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,721 5 8,301 31,289
______________ _____________ _____________ _____________
Total Investment Income . . . . . . . . . . . . . . . . . . 102,953,131 2,570,096 7,950,111 7,116,240
______________ _____________ _____________ _____________
EXPENSES
Investment advisory fee (Note 3) . . . . . . . . . . . . . . . . . . 28,877,825 1,159,899 2,841,280 1,956,984
Transfer agent fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . 835,246 19,742 126,345 39,026
Custodian fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . 887,896 24,392 21,967 19,370
Administration and accounting fees (Note 3) . . . . . . . . 588,796 23,722 57,937 39,965
Legal and audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,274 5,889 23,069 15,672
Directors fees and expenses (Note 3) . . . . . . . . . . . . . . 164,890 7,076 15,828 12,327
Compliance and shareholder servicing fees (Note 3) . . 110,293 4,453 10,856 7,490
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437,262 30,751 54,461 37,151
______________ _____________ _____________ _____________
Total Expenses before waivers . . . . . . . . . . . . . . . 32,112,482 1,275,924 3,151,743 2,127,985
______________ _____________ _____________ _____________
Investment advisory fees recouped and/or waived
(Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,573) 18,469
______________ _____________ _____________ _____________
Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,112,482 1,271,351 3,151,743 2,146,454
______________ _____________ _____________ _____________
NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . 70,840,649 1,298,745 4,798,368 4,969,786
______________ _____________ _____________ _____________
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(Notes 2 and 4):
Net realized gain (loss) on:
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231,708,579 761,135 18,331,485 (1,486,897)
Forward exchange contracts (a) . . . . . . . . . . . . . . . . (174,366,781) (8,136,102)
Foreign currencies and net other assets. . . . . . . . . . . 589,895 (95,818) (27,429) 867,380
______________ _____________ _____________ _____________
Net realized gain (loss) on investments during the period 57,931,693 665,317 10,167,954 (619,517)
______________ _____________ _____________ _____________
Net unrealized appreciation (depreciation) of:
Securities (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (822,801,396) (26,273,415) (79,996,161) (27,605,278)
Forward exchange contracts (a) . . . . . . . . . . . . . . . . 200,974,656 7,800,189
Foreign currencies and net other assets. . . . . . . . . . . (1,098,689) (9,092) (41,570) (10,343)
______________ _____________ _____________ _____________
Net unrealized depreciation of investments
during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . (622,925,429) (26,282,507) (72,237,542) (27,615,621)
______________ _____________ _____________ _____________
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . (564,993,736) (25,617,190) (62,069,588) (28,235,138)
______________ _____________ _____________ _____________
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS . . . . . . . . . . . . . $(494,153,087) $(24,318,445) $(57,271,220) $(23,265,352)
______________ _____________ _____________ _____________
______________ _____________ _____________ _____________
________________________________________________________________________________________________
(a) Primary risk exposure being hedged is currency risk.
(b) Net accrued foreign capital gains taxes of $919,064, $13,805, $0 and $0, respectively.
TWEEDY, BROWNE FUND INC.
Statements of Changes in Net Assets
SEE NOTES TO FINANCIAL STATEMENTS
II-16
TWEEDY, BROWNE FUND INC.
Statements of Changes in Net Assets
Global Value Fund
_____________________________
Six Months
Ended
9/30/2011 Year Ended
(Unaudited) 3/31/2011
______________________________________________________ _________________________________________________________
INVESTMENT ACTIVITIES:
Net investment income $70,840,649 $51,346,605
Net realized gain (loss) on securities, forward exchange contracts and currency transactions during
the period/year 57,931,693 210,685,923
Net unrealized appreciation (depreciation) of securities, forward exchange contracts, foreign currencies
and net other assets during the period/year (622,925,429) 193,863,348
Net increase (decrease) in net assets resulting from operations (494,153,087) 455,895,876
DISTRIBUTIONS:
Dividends to shareholders from net investment income (49,176,654)
Distributions to shareholders from net realized gain on investments (10,648,394)
Net increase (decrease) in net assets from Fund share transactions (128,553,293) 47,334,214
Redemption Fees 85,086 105,881
Net increase (decrease) in net assets (622,621,294) 443,510,923
NET ASSETS
Beginning of period/year 4,749,331,465 4,305,820,542
End of period/year $4,126,710,171 $4,749,331,465
Undistributed (distributions in excess of) net investment income at end of period/year $81,118,067 $10,277,418
SEE NOTES TO FINANCIAL STATEMENTS
II-17
TWEEDY, BROWNE FUND INC.
Global Value Fund II - Worldwide High Dividend
Currency Unhedged Value Fund Yield Value Fund
_______________________________ _____________________________ ______________________________
Six Months Six Months Six Months
Ended Ended Ended
9/30/2011 Year Ended 9/30/2011 Year Ended 9/30/2011 Year Ended
(Unaudited) 3/31/2011 (Unaudited) 3/31/2011 (Unaudited) 3/31/2011
________________________________________________ _________________________________________________ _______________________________________________ ________________________________________________ _______________________________________________ _________________________________________________
$1,298,745 $565,712 $4,798,368 $4,165,462 $4,969,786 $3,969,377
665,317 192,123 10,167,954 16,747,823 (619,517) 3,509,759
(26,282,507) 7,366,684 (72,237,542) 14,620,801 (27,615,621) 21,630,936
(24,318,445) 8,124,519 (57,271,220) 35,534,086 (23,265,352) 29,110,072
(491,375) (4,096,993) (3,822,474) (4,289,269)
(38,793) (21,370,249)
146,343,326 52,979,332 (7,118,101) 54,416,254 60,971,732 120,158,342
3,764 6,618 4,983 17,399
122,028,645 60,580,301 (64,389,321) 64,483,098 33,888,889 144,996,544
95,154,814 34,574,513 467,526,482 403,043,384 290,090,362 145,093,818
$217,183,459 $95,154,814 $403,137,161 $467,526,482 $323,979,251 $290,090,362
$1,420,942 $122,197 $5,521,514 $723,146 $1,062,871 $(84,441)
TWEEDY, BROWNE FUND INC.
Financial Highlights
Tweedy, Browne Global Value Fund
For a Fund share outstanding throughout each period/year.
SEE NOTES TO FINANCIAL STATEMENTS
II-18
SEE NOTES TO FINANCIAL STATEMENTS
II-18
Six Months
Ended Year Year Year Year Year
9/30/11 Ended Ended Ended Ended Ended
(Unaudited) 3/31/11 3/31/10 3/31/09 3/31/08 3/31/07
-------------------------------------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------------ --------------------------------------------------------------
Net asset value, beginning of period/year . . . . . . . . . . . . . $24.16 $22.13 $14.15 $27.21 $32.31 $28.56

Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . 0.37 0.26 0.33 0.66(a)(b) 0.50 0.47
Net realized and unrealized gain (loss) on investments . . (2.93) 2.08 7.98 (10.90) (2.24) 4.06

Total from investment operations . . . . . . . . . . . . . (2.56) 2.34 8.31 (10.24) (1.74) 4.53

Distributions:
Dividends from net investment income . . . . . . . . . . . . . . (0.25) (0.33) (0.75) (0.48) (0.43)
Distributions from net realized gains. . . . . . . . . . . . . . . . . (0.06) (2.07) (2.88) (0.35)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . (0.31) (0.33) (2.82) (3.36) (0.78)

Redemption fees (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00

Net asset value, end of period/year . . . . . . . . . . . . . . . . . $21.60 $24.16 $22.13 $14.15 $27.21 $32.31


Total return (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10.60)% 10.59% 58.85% (38.57)% (6.35)% 16.01%


Ratios/Supplemental Data:
Net assets, end of period/year (in 000s) . . . . . . . . . . . . . . $4,126,710 $4,749,331 $4,305,821 $3,094,360 $6,663,870 $8,323,689
Ratio of operating expenses to average net assets. . . . . . . 1.39%(e) 1.39% 1.40% 1.40% 1.37% 1.37%
Ratio of net investment income to average net assets . . 3.07%(e) 1.16% 1.62% 3.05%(b) 1.45% 1.53%
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2% 12% 7% 16% 9% 13%
________________________________________________________________________________________________
(a) Net investment income per share was calculated using the average shares method.
(b) For year ended 3/31/09, investment income per share reflects a special dividend which amounted to $0.14 per share. Excluding the special dividend,
the ratio of net investment income to average net assets would have been 2.42% per share.
(c) Amount represents less than $0.01 per share.
(d) Total return represents aggregate total return for the periods indicated.
(e) Annualized.
Tweedy, Browne Global Value Fund II - Currency Unhedged
For a Fund share outstanding throughout each period/year.
Six Months
Ended Year Period
9/30/11 Ended Ended
(Unaudited) 3/31/11 3/31/10 (a)
-------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------ --------------------------------------------------------------------------------------
Net asset value, beginning of period/year . . . . . . . . . . . . $11.52 $10.27 $10.00

Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05 0.08 0.00(b)
Net realized and unrealized gain (loss) on investments . . (1.12) 1.25 0.27

Total from investment operations . . . . . . . . . . . . . (1.07) 1.33 0.27

Distributions:
Dividends from net investment income . . . . . . . . . . . . . (0.07) 0.00(b)
Distributions from net realized gains. . . . . . . . . . . . . . . . . (0.01)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . (0.08) 0.00(b)

Redemption fees (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00

Net asset value, end of period/year . . . . . . . . . . . . . . . . . $10.45 $11.52 $10.27


Total return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.38)% 13.00% 2.74%


Ratios/Supplemental Data:
Net assets, end of period/year (in 000s) . . . . . . . . . . . . . . $217,183 $95,155 $34,575
Ratio of operating expenses to average net assets. . . . . . . 1.37%(d) 1.37% 1.37%(d)
Ratio of operating expenses to average net assets excluding
recoupments and/or waivers of expenses . . . . . . . . . . 1.38%(d) 1.58% 2.56%(d)
Ratio of net investment income to average net assets . . . 1.40%(d) 0.97% 0.04%(d)
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2% 2% 0%
________________________________________________________________________________________________
(a) The Tweedy, Browne Global Value Fund II - Currency Unhedged commenced
operations on October 26, 2009.
(b) Amount represents less than $0.01 per share.
(c) Total return represents aggregate total return for the periods indicated.
(d) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS
II-19
SEE NOTES TO FINANCIAL STATEMENTS
II-19
TWEEDY, BROWNE FUND INC.
Financial Highlights
Tweedy, Browne Value Fund
For a Fund share outstanding throughout each period/year.
Six Months
Ended Year Year Year Year Year
9/30/11 Ended Ended Ended Ended Ended
(Unaudited) 3/31/11 3/31/10 3/31/09 3/31/08 3/31/07
-------------------------------------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- -------------------------------------------------------- ------------------------------------------------------------ --------------------------------------------------------------
Net asset value, beginning of period/year . . . . . . . . . . . . $19.46 $19.03 $12.73 $20.90 $24.65 $24.27

Income from investment operations:
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.19 0.24 0.18 0.22 0.21
Net realized and unrealized gain(loss) on investments . . (2.58) 1.45 6.27 (6.22) (1.43) 2.38

Total from investment operations . . . . . . . . . . . . . (2.38) 1.64 6.51 (6.04) (1.21) 2.59

Distributions:
Dividends from net investment income . . . . . . . . . . . . . . (0.20) (0.21) (0.20) (0.19) (0.27)
Distributions from net realized gains. . . . . . . . . . . . . . . . . (1.01) (1.93) (2.35) (1.94)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . (1.21) (0.21) (2.13) (2.54) (2.21)

Net asset value, end of period/year . . . . . . . . . . . . . . . . . $17.08 $19.46 $19.03 $12.73 $20.90 $24.65


Total return (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.23)% 8.77% 51.18% (30.01)% (5.41)% 10.76%


Ratios/Supplemental Data:
Net assets, end of period/year (in 000s) . . . . . . . . . . . . . . $403,137 $467,526 $403,043 $304,787 $411,237 $515,527
Ratio of operating expenses to average net assets . . . . . . 1.39%(b) 1.39% 1.42% 1.41% 1.37% 1.38%
Ratio of net investment income to average net assets . . . 2.11%(b) 1.02% 1.40% 1.02% 0.83% 0.80%
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . 4% 11% 11% 37% 11% 9%
________________________________________________________________________________________________
(a) Total return represents aggregate total return for the periods indicated.
(b) Annualized.
Tweedy, Browne Worldwide High Dividend Yield Value Fund
For a Fund share outstanding throughout each period/year.
Six Months
Ended Year Year Year Period
9/30/11 Ended Ended Ended Ended
(Unaudited) 3/31/11 3/31/10 3/31/09 3/31/08 (a)
-------------------------------------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------------------------------- ----------------------------------------------------------------------------------
Net asset value, beginning of period/year . . . . . . . . . . . . $9.52 $8.62 $6.09 $9.70 $10.00

Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15 0.18 0.20 0.22 0.10
Net realized and unrealized gain (loss) on investments . . (0.83) 0.91 2.53 (3.57) (0.37)

Total from investment operations . . . . . . . . . . . . . (0.68) 1.09 2.73 (3.35) (0.27)

Distributions:
Dividends from net investment income . . . . . . . . . . . . . (0.12) (0.19) (0.20) (0.26) (0.03)
Distributions from net realized gains. . . . . . . . . . . . . . . . .

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . (0.12) (0.19) (0.20) (0.26) (0.03)

Redemption fees (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00

Net asset value, end of period/year . . . . . . . . . . . . . . . . . $8.72 $9.52 $8.62 $6.09 $9.70


Total return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.26)% 13.03% 45.19% (35.25)% (2.69)%


Ratios/Supplemental Data:
Net assets, end of period/year (in 000s) . . . . . . . . . . . . . . $323,979 $290,090 $145,094 $79,913 $ 70,386
Ratio of operating expenses to average net assets. . . . . . . 1.37%(d) 1.37% 1.37% 1.37% 1.37%(d)
Ratio of operating expenses to average net assets excluding
recoupments and/or waivers of expenses . . . . . . . . . . 1.36%(d) 1.39% 1.46% 1.54% 1.86%(d)
Ratio of net investment income to average net assets . . . 3.17%(d) 2.00% 2.36% 2.99% 2.38%(d)
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2% 16% 18% 38% 2%
________________________________________________________________________________________________
(a) The Tweedy, Browne Worldwide High Dividend Yield Value Fund commenced operations on September 5, 2007.
(b) Amount represents less than $0.01 per share.
(c) Total return represents aggregate total return for the periods indicated.
(d) Annualized.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-20
1. Organization
Tweedy, Browne Fund Inc. (the Company) is an open-
end management investment company registered with the
United States (U.S.) Securities and Exchange Commission
(SEC) under the Investment Company Act of 1940, as
amended (the 1940 Act). The Company was organized as a
Maryland corporation on January 28, 1993. Tweedy, Browne
Global Value Fund (Global Value Fund), Tweedy, Browne
Global Value Fund II - Currency Unhedged (Global Value
Fund II - Currency Unhedged), Tweedy, Browne Value Fund
(Value Fund), and Tweedy, Browne Worldwide High
Dividend Yield Value Fund (Worldwide High Dividend Yield
Value Fund), (each a Fund and together, the Funds), are
each a diversified series of the Company.
The Funds commenced operations as follows:
Commencement of
Fund Operations
Global Value Fund 06/15/93
Global Value Fund II - Currency Unhedged 10/26/09
Value Fund 12/08/93
Worldwide High Dividend Yield Value Fund 09/05/07
The Global Value Fund and Global Value Fund II -
Currency Unhedged seek long-term capital growth by investing
primarily in foreign equity securities that Tweedy, Browne
Company LLC (Tweedy, Browne or the Investment
Adviser) believes are undervalued. The Value Fund seeks long-
term capital growth by investing primarily in U.S. and foreign
equity securities that Tweedy, Browne believes are undervalued.
The Worldwide High Dividend Yield Value Fund seeks long-
term capital growth by investing primarily in U.S. and foreign
equity securities that Tweedy, Browne believes to have above-
average dividend yields and valuations that are reasonable.
2. Significant Accounting Policies
The preparation of financial statements in accordance with
accounting principles generally accepted in the U.S. (U.S.
GAAP) 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 Funds in the preparation of
their financial statements.
Portfolio Valuation Portfolio securities and other assets,
listed on a U.S. national securities exchange, comparable
foreign securities exchange or through any system providing for
contemporaneous 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 at or prior to the
close of regular trading on the New York Stock Exchange or,
if applicable, the NASDAQ Official Closing Price (NOCP).
Portfolio securities and other assets, which are readily
marketable but for which there are no reported sales on the
valuation date, whether because they are not traded in a system
providing for same day publication of sales or because there
were no sales reported on such date, are generally valued at the
mean between the last asked price and the last bid price prior to
the close of regular trading. Securities and other assets for which
current market quotations are not readily available, and those
securities which are generally not readily marketable due to
significant legal or contractual restrictions, will be valued at fair
value as determined by the Investment Adviser under the
direction of the Board of Directors. Securities and other assets
for which the most recent market quotations may not be
reliable (including because the last sales price does not reflect
current market value at the time of valuing the Funds asset due
to developments since such last price) may be valued at fair
value if the Investment Adviser concluded that fair valuation
will likely result in a more accurate net asset valuation. Debt
securities purchased with a remaining maturity of more than
60 days are valued through pricing obtained by pricing services
approved by the Funds 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.
Fair Value Measurements The inputs and valuation
techniques used to determine fair value of the Funds
investments are summarized into three levels as described in the
hierarchy below:
Level 1 quoted prices in active markets for identical
securities
Level 2 other significant observable inputs (including
quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.)
Level 3 significant unobservable inputs (including the
Funds own assumptions in determining the fair value of
investments)
A financial instruments level within the fair value
hierarchy is based on the lowest level of any input both
individually and in aggregate that is significant to the fair value
measurement. The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated
with investing in those securities. A summary of the inputs used
to value the Funds assets carried at fair value as of
September 30, 2011 is as follows:
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-21
Global Value Fund
Level 2
Other Level 3
Total Level 1 Significant Significant
Value at Quoted Observable Unobservable
September 30, 2011 Price Inputs Inputs
Investments in Securities:
Equity Securities
Common Stocks
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,302,289 $50,302,289 $ $
Czech Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,694,837 1,694,837
Finland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,075,149 93,075,149
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,103,620 271,103,620
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476,134,364 476,134,364
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,431,695 11,431,695
Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,911 14,911
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,121,829 55,121,829
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270,050,030 263,864,885 6,185,145
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,841,327 206,841,327
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321,089,158 321,089,158
Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,242,548 56,242,548
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,412,628 75,412,628
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,013,362 87,013,362
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,298,261 52,298,261
Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,458 256,458
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774,085,985 774,085,985
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,101,879 40,101,879
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,945,872 470,945,872
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346,236,183 346,236,183
Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,490,921 8,490,921
Registered Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,386,741 311,386,741
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,998,731 124,998,731
Total Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,104,328,778 3,973,129,991 131,183,876 14,911
Other Financial Instruments:
Asset
Unrealized appreciation of forward exchange contracts . . . . . . 54,279,792 54,279,792
Liability
Unrealized depreciation of forward exchange contracts . . . . . . (44,182,027) (44,182,027)
Total $4,114,426,543 $3,973,129,991 $141,281,641 $14,911
Global Value Fund II - Currency Unhedged
Level 2
Other Level 3
Total Level 1 Significant Significant
Value at Quoted Observable Unobservable
September 30, 2011 Price Inputs Inputs
Investments in Securities * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $217,627,319 $217,627,319 $ $
________________________________________________________________________________________________
* See Portfolio of Investments for security type and country breakout.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-22
Value Fund
Level 2
Other Level 3
Total Level 1 Significant Significant
Value at Quoted Observable Unobservable
September 30, 2011 Price Inputs Inputs
Investments in Securities:
Equity Securities
Common Stocks* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $358,951,486 $358,951,486 $ $
Registered Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,911,639 25,911,639
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,499,595 13,499,595
Total Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398,362,720 384,863,125 13,499,595
Other Financial Instruments:
Asset
Unrealized appreciation of forward exchange contracts . . . . . . 1,736,901 1,736,901
Liability
Unrealized depreciation of forward exchange contracts . . . . . . (1,808,906) (1,808,906)
Total $398,290,715 $384,863,125 $13,427,590 $
________________________________________________________________________________________________
* See Portfolio of Investments for country breakout.
Worldwide High Dividend Yield Value Fund
Level 2
Other Level 3
Total Level 1 Significant Significant
Value at Quoted Observable Unobservable
September 30, 2011 Price Inputs Inputs
Investments in Securities:
Equity Securities
Common Stocks * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $264,476,500 $264,476,500 $ $
Registered Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,945,497 43,945,497
Treasury Bills * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,391,290 15,391,290
Total Investments in Securities $323,813,287 $308,421,997 $15,391,290 $
________________________________________________________________________________________________
* See Portfolio of Investments for country breakout.
The following is a reconciliation of the Global Value Funds Level 3 investments for which significant unobservable inputs
were used to determine fair value.
Equity Securities
Total Ireland
------------------------------------------------------------------------------------------------------
Balance as of March 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $94,624 $94,624
Accrued discounts/premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrealized appreciation (depreciation) . . . . . . . . . . . . . . (79,713) (79,713)
Gross purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of September 30, 2011 $14,911 $14,911


The net unrealized losses presented in the table above relate to investments that were held during the six months ended
September 30, 2011. The Global Value Fund presents these losses on the Statements of Operations as net unrealized depreciation
of securities.
At the end of each calendar quarter, management evaluates the pricing inputs used for Level 1 and 2 assets. As of
September 30, 2011, a security with an end of period value of $587,195 held by the Global Value Fund was transferred from Level
1 into Level 2 due to lower trading volume. As of that date, a security with an end of period value of $616,536 held by the Global
Value Fund was transferred from Level 2 into Level 1, due to higher trading volume.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-23
Foreign Currency The books and records of the Funds are
maintained in U.S. dollars. Foreign currencies, investments
and other assets and liabilities are translated into U.S. dollars
at the exchange rates prevailing at the end of the period, and
purchases and sales of investment securities, income and
expenses are translated on the respective dates of such
transactions. Unrealized gains and losses from investments in
securities which result from changes in foreign currency
exchange rates have been included in net unrealized
appreciation (depreciation) of securities. All other unrealized
gains and losses which result from changes in foreign currency
exchange rates have been included in net unrealized
appreciation (depreciation) of foreign 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 currency
transactions and the difference between the amounts of
interest and dividends recorded on the books of the Funds 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 Global Value Fund and
Value Fund are subject to foreign currency exchange risk in the
normal course of pursuing their investment objectives and may
enter into forward exchange contracts for non-trading purposes
in order to reduce their exposure to fluctuations in foreign
currency exchange on their 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 each of the Funds as an unrealized gain or loss on
the Statement of Operations. When the contract is closed, the
Funds record a realized gain or loss on the Statement of
Operations 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 difference between
the value of open contracts at September 30, 2011 and the
value of the contracts at the time they were opened is included
on the Statement of Assets and Liabilities under unrealized
appreciation (depreciation) of forward exchange contracts.
The use of forward exchange contracts does not eliminate
fluctuations in the underlying prices of the Funds 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
Funds could be exposed to risks if the counterparties to the
contracts are unable to meet the terms of their contracts.
For open contracts at September 30, 2011, see the
Schedule of Investments, which is also indicative of activity for
the six months ended September 30, 2011. The average
notional amount is consistent with the amount shown in the
portfolio of investments.
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. In the case of certain foreign securities, dividend income
is recorded as soon after the ex-date as the Funds become aware
of such dividend. Large nonrecurring dividends, if any,
recognized by a Fund are presented separately on the Statement
of Operations as special dividends and the impact of these
dividends to net investment income per share is presented in
the financial highlights. Interest income is recorded on the
accrual basis.
Foreign Taxes The Funds may be subject to foreign taxes
on dividend and interest income, gains on investments or
currency purchase/repatriation, a portion of which may be
recoverable. The Funds custodian applies for refunds on behalf
of each Fund where available. The Funds will accrue such taxes
and recoveries as applicable, based on their current
interpretation of tax rules and regulations that exist in the
markets in which they invest.
Tweedy, Browne is reimbursed by the Funds for the cost of
settling transactions in U.S. securities for the Funds through its
clearing broker. For the six months ended September 30, 2011,
Global Value Fund, Global Value Fund II - Currency
Unhedged, Value Fund and Worldwide High Dividend Yield
Value Fund reimbursed Tweedy, Browne $165, $165, $450 and
$195, respectively, for such transaction charges.
Dividends and Distributions to Shareholders Dividends
from net investment income, if any, will be declared and paid
annually for the Global Value Fund, Global Value Fund II -
Currency Unhedged, and Value Fund and semi-annually for
the Worldwide High Dividend Yield Value Fund. Distributions
from realized capital gains after utilization of capital loss
carryforwards, if any, will be declared and paid annually for
each of the Funds. Additional distributions of net investment
income and capital gains from the Funds 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 U.S. GAAP. These differences are primarily
due to differing treatments of income and gains on various
investment securities held by the Funds, timing differences and
differing characterization of distributions made by the Funds.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-24
The character of distributions paid on a tax basis during the
fiscal year ended March 31, 2011 is as follows:
Worldwide
Global Value High
Fund II - Dividend
Distributions Global Currency Yield
paid from: Value Fund Unhedged Value Fund Value Fund
Investment income $49,320,734 $484,837 $4,101,025 $4,289,269
Short-term capital
gain 45,331
Ordinary income 49,320,734 530,168 4,101,025 4,289,269
Long-term capital
gain 10,504,314 21,366,217
Total Distributions $59,825,048 $530,168 $25,467,242 $4,289,269
As of March 31, 2011, the components of distributable
earnings on a tax basis were as follows:
Global Worldwide
Value High
Fund II - Dividend
Global Currency Yield
Value Fund Unhedged Value Fund Value Fund
Undistributed
ordinary income $10,277,418 $140,119 $768,981 $906,803
Undistributed
realized gain 171,310
Unrealized
appreciation/
(depreciation) 1,934,404,698 7,939,893 164,072,366 33,201,084
Accumulated
capital and
other losses (18,992,049) (14,610) (1,358,750) (9,566,978)
Total $1,925,690,067 $8,236,712 $163,482,597 $24,540,909
Federal Income Taxes Each Fund has qualified and intends
to continue to qualify as a regulated investment company by
complying with the requirements of the U.S. Internal Revenue
Code of 1986, as amended, (the Code) 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.
As of March 31, 2011, the Worldwide High Dividend Yield
Value Fund had a capital loss carryforward of $8,624,763
expiring in 2018, which may be available to reduce future net
realized gains on investments, if any, to the extent permitted by
the Code. Utilization of the capital loss carryforwards could be
subject to limitations imposed by the Code related to share
ownership changes.
On December 22, 2010, President Obama signed into law
the Regulated Investment Company Modernization Act of
2010 (the Act). The Act updates certain tax rules applicable
to regulated investment companies (RICs). The various
provisions of the Act will generally be effective for RICs with
taxable years beginning after December 22, 2010. Additional
information regarding the impact of the Act on the Fund, if any,
will be contained within the relevant sections of the notes to
the financial statements for the fiscal year ending March 31,
2012.
Net capital and foreign currency losses incurred after
October 31 may be deferred and treated as occurring on the first
day of the following fiscal year. Post-October capital losses are
available to offset future realized capital gains and thereby
reduce future capital gains distributions. Post-October foreign
currency losses will offset future net investment income and
thereby reduce future ordinary income distributions. For the
year ended March 31, 2011, the Funds deferred to
April 1, 2011 post-October capital and currency losses of:
Foreign
Fund Capital Losses Currency Losses
Global Value Fund $18,992,049 $
Global Value Fund II -
Currency Unhedged 14,610
Value Fund 1,312,915 45,835
Worldwide High Dividend
Yield Value Fund 942,215
The Funds are not aware of any events that are reasonably
possible to occur in the next twelve months that would result in
the amounts of any unrecognized tax benefits significantly
increasing or decreasing for the Funds. However, the Funds
conclusions may be subject to future review based on changes
in, or the interpretation of, the accounting standards or tax laws
and regulations. In addition, utilization of the capital loss
carryforwards could be subject to limitations imposed by the
Code related to share ownership changes. Each of the Funds
federal tax returns for the prior three fiscal years remains subject
to examination by the Internal Revenue Service.
Expenses Expenses directly attributable to each Fund as a
diversified series of the Company are charged to such Fund.
Other expenses of the Company are allocated to each series
based on the average net assets of each series or other equitable
allocation method. Depending on their nature, costs to organize
and offer the Global Value Fund II - Currency Unhedged were
either expensed as incurred or capitalized and amortized to
expense, on a straight line basis, over the first twelve months of
the Funds operations.
3. Investment Advisory Fee, Other Related Party
Transactions and Administration Fee
The Company, on behalf of each Fund, has entered into
separate investment advisory agreements with Tweedy, Browne
(each, an Advisory Agreement). Under each Advisory
Agreement, the Company pays Tweedy, Browne a fee at the
annual rate of 1.25% of the value of each Funds average daily
net assets. The fee is payable monthly, provided each 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. For the
six months ended September 30, 2011, Tweedy, Browne
received $28,877,825, $1,159,899, $2,841,280 and $1,956,984
for Global Value Fund, Global Value Fund II - Currency
Unhedged, Value Fund and Worldwide High Dividend Yield
Value Fund, respectively.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-25
The Adviser has contractually agreed to waive its
investment advisory fee and/or to reimburse expenses of the
Global Value Fund II - Currency Unhedged and the
Worldwide High Dividend Yield Value Fund to the extent
necessary to maintain the total annual fund operating expenses
for each Fund (excluding fees and expenses from investments in
other investment companies, brokerage, interest, taxes and
extraordinary expenses) at no more than 1.37% of each Funds
average daily net assets. This arrangement will continue at least
through December 31, 2012. During the six months ended
September 30, 2011, Tweedy, Browne waived $4,573 for Global
Value Fund II - Currency Unhedged. In this arrangement,
Global Value Fund II - Currency Unhedged and Worldwide
High Dividend Yield Value Fund have agreed, during the two-
year period following any waiver or reimbursement by the
Adviser, to repay such amount to the extent that after giving
effect to such repayment such adjusted total annual fund
operating expenses would not exceed 1.37% of each Funds
average daily net assets on an annualized basis. During the six
months ended September 30, 2011, Tweedy Browne recouped
$18,469 for Worldwide High Dividend Yield Value Fund. At
September 30, 2011, the amount of potential recovery expiring
March 31, 2012, March 31, 2013 and March 31, 2014 on
Global Value Fund II - Currency Unhedged was $106,135,
$125,363 and $4,573, respectively. At September 30, 2011, the
amount of potential recovery expiring March 31, 2012 and
March 31, 2013 on Worldwide High Dividend Yield Value
Fund was $90,689 and $39,494, respectively.
As of September 30, 2011, the current and retired
managing directors and their families, as well as employees of
Tweedy, Browne, have approximately $84.0 million, $2.8
million, $48.3 million and $4.3 million of their own money
invested in Global Value Fund, Global Value Fund II -
Currency Unhedged, Value Fund and Worldwide High
Dividend Yield Value Fund, respectively.
The Company, on behalf of the Funds, has entered into an
administration agreement (the Administration Agreement)
with BNY Mellon Investment Servicing (US) Inc.
(BNY Mellon), an indirect, wholly-owned subsidiary of The
Bank of New York Mellon Corporation. Under the
Administration Agreement, the Company pays the
Administrator an administration fee and a fund accounting fee
computed daily and payable monthly at the following annual
rates of the aggregate average daily net assets of the Funds,
allocated according to each Funds net assets:
Between Between
$1 Billion $5 Billion
Up to and and Exceeding
$1 Billion $5 Billion $10 Billion $10 Billion
Administration Fees 0.0300% 0.0180% 0.0100% 0.0090%
Accounting Fees 0.0075% 0.0060% 0.0050% 0.0040%
Pursuant to an agreement dated December 15, 2010, the
Company has agreed to pay Tweedy, Browne for certain
compliance and shareholder servicing services provided to the
Funds effective January 1, 2011. For these services the
Company pays Tweedy, Browne $200,000 per year, allocated
pro-rata based on the relative average net assets of the Funds.
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 Company pays each
Non-Interested Director $100,000 annually, to be paid
quarterly in $25,000 increments plus out-of-pocket expenses for
their services as directors. The annual fee of $100,000 paid to
each Non-Interested Director is divided proportionately
between the Funds.
Bank of New York Mellon Asset Servicing, an indirect,
wholly-owned subsidiary of The Bank of New York Mellon
Corporation, serves as the Funds custodian pursuant to a
custody agreement (the Custody Agreement). BNY Mellon
also serves as the Funds transfer agent. Tweedy, Browne also
serves as the distributor to the Funds and pays all distribution
fees. No distribution fees are paid by the Funds.
4. Securities Transactions
The 1940 Act defines affiliated companies to include securities in which a fund owns 5% or more of the outstanding voting
shares of an issuer. The following chart lists the issuers, which may be deemed affiliated companies, owned by the Global Value
Fund, as well as transactions that occurred in the securities of such issuers during the six months ended September 30, 2011:
Shares or Par Shares Dividend Net Realized Gain
Amount Held Value at Purchase Sales Value at Held Income 4/1/11 (Loss) 4/1/11 to
at 3/31/11 Name of Issuer 3/31/11 Cost Proceeds 9/30/11 at 9/30/11 to 9/30/11 9/30/11
182,827 Siegfried Holding AG $19,434,799 $6,020,633 $ $24,584,972 248,117 $ $
Siegfried Holding AG
CHF 5,223,200 5% Convertible Bond 6,914,595 6,020,633 1,168,612
185,918 PubliGroupe SA, Registered 24,447,653 24,562,545 185,918 1,028,651
4,795,392 Sol SPA 37,904,740 30,883,220 4,795,392 638,785
1,111,317 Unidare 94,624 14,911 1,111,317
$88,796,411 $6,020,633 $6,020,633 $80,045,648 $1,667,436 $1,168,612
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-26
Cost of purchases and proceeds from sales of investment
securities, excluding short-term investments, for the six
months ended September 30, 2011, are as follows:
Global Worldwide
Value High
Fund II - Dividend
Global Currency Yield
Value Fund Unhedged Value Fund Value Fund
Purchases $74,754,759 $125,136,174 $17,344,074 $39,485,024
Sales 360,367,798 2,471,183 32,411,409 4,843,546
The aggregate gross unrealized appreciation/(depreciation)
and net unrealized appreciation/(depreciation) as computed on
a federal income tax basis, at September 30, 2011 for each Fund
is as follows:
Gross Gross Net
Appreciation (Depreciation) Appreciation
Global Value Fund $1,341,395,704 $(226,416,191) $1,114,979,513
Global Value Fund II -
Currency Unhedged 4,027,927 (22,365,750) (18,337,823)
Value Fund 102,900,125 (18,856,120) 84,044,005
Worldwide High Dividend
Yield Value Fund 24,280,856 (18,693,730) 5,587,126
5. Capital Stock
The Company is authorized to issue 2.0 billion shares of
$0.0001 par value capital stock, of which 600,000,000,
600,000,000, 400,000,000 and 400,000,000 of the unissued
shares have been designated as shares of the Global Value
Fund, Global Value Fund II - Currency Unhedged, Value Fund
and Worldwide High Dividend Yield Value Fund, respectively.
Redemptions from the Global Value Fund, Global Value Fund
II - Currency Unhedged and the Worldwide High Dividend
Yield Value Fund, including exchange redemptions, within 60
days of purchase are subject to a redemption fee equal to 2% of
the redemption proceeds, which will be retained by each Fund.
Changes in shares outstanding for the six months ended
September 30, 2011 were as follows:
Global Value Fund
Shares Amount
Sold 8,397,920 $198,866,278
Reinvested
Redeemed (13,939,653) (327,419,571)
Net Decrease (5,541,733) $(128,553,293)
Global Value Fund II - Currency Unhedged
Shares Amount
Sold 13,330,159 $155,385,126
Reinvested
Redeemed (799,864) (9,041,800)
Net Increase 12,530,295 $146,343,326
Value Fund
Shares Amount
Sold 1,403,842 $26,227,205
Reinvested
Redeemed (1,818,903) (33,345,306)
Net Decrease (415,061) $(7,118,101)
Worldwide High Dividend Yield Value Fund
Shares Amount
Sold 9,073,484 $83,723,078
Reinvested 386,750 3,712,801
Redeemed (2,797,474) (26,464,147)
Net Increase 6,662,760 $60,971,732
Changes in shares outstanding for the year ended
March 31, 2011 were as follows:
Global Value Fund
Shares Amount
Sold 27,143,671 $613,208,572
Reinvested 2,299,892 54,783,264
Redeemed (27,388,653) (620,657,622)
Net Increase 2,054,910 $47,334,214
Global Value Fund II - Currency Unhedged
Shares Amount
Sold 5,612,265 $60,357,916
Reinvested 45,606 503,493
Redeemed (763,745) (7,882,077)
Net Increase 4,894,126 $52,979,332
Value Fund
Shares Amount
Sold 4,334,409 $82,128,199
Reinvested 1,277,088 24,199,131
Redeemed (2,769,734) (51,911,076)
Net Increase 2,841,763 $54,416,254
Worldwide High Dividend Yield Value Fund
Shares Amount
Sold 18,031,196 $159,077,567
Reinvested 494,416 4,120,657
Redeemed (4,886,230) (43,039,882)
Net Increase 13,639,382 $120,158,342
6. Foreign Securities
Investing in securities of foreign companies and foreign
governments involves economic and political risks and
considerations not typically associated with investing in U.S.
companies and the U.S. Government. These considerations
include changes in exchange rates and exchange rate controls
(which may include suspension of the ability to transfer
currency from a given country), costs incurred in conversions
between currencies, non-negotiable brokerage commissions,
less publicly available information, not generally being subject
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-27
to uniform standards, practices and requirements with respect
to accounting, auditing and financial reporting, 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 a Fund), war, seizure, political
and social instability and diplomatic developments.
7. Securities Lending
The Funds may lend securities to brokers, dealers and other
financial organizations to earn additional income. Each
security out on loan is collateralized with segregated assets held
with the borrower in an amount equal to or greater than the
current market value of the loaned securities. At September 30,
2011, the Funds did not have any securities out on loan.
8. New Accounting Pronouncement
In May 2011, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) No.
2011-04, Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and
International Financial Reporting Standards. ASU No. 2011-
04 includes common requirements for measurement of and
disclosure about fair value between U.S. GAAP and IFRS.
ASU No. 2011-04 will require reporting entities to disclose the
following information for fair value measurements categorized
within Level 3 of the fair value hierarchy: quantitative
information about the unobservable inputs used in the fair
value measurement, the valuation processes used by the
reporting entity and a narrative description of the sensitivity of
the fair value measurement to changes in unobservable inputs
and the interrelationships between those unobservable inputs.
In addition, ASU No. 2011-04 will require reporting entities to
make disclosures about amounts and reasons for all transfers in
and out of Level 1 and Level 2 fair value measurements. The
new and revised disclosures are effective for interim and annual
reporting periods beginning after December 15, 2011.
Management is currently evaluating the implications of ASU
No. 2011-04 and its impact on the financial statements.
9. Portfolio Information
The Company files the Funds complete schedule of
portfolio holdings with the SEC for the first and third quarters
of each fiscal year on Form N-Q. The Companys Form N-Q is
available (1) on the SECs website at http://www.sec.gov;
(2) for review and copying at the SECs Public Reference Room
(PRR) in Washington, DC; or (3) by calling the Fund at
1-800-432-4789. Information regarding the operation of the
PRR may be obtained by calling 1-202-551-8090.
10. Proxy Voting Information
The policies and procedures that the Company uses to
determine how to vote proxies relating to portfolio securities
held by the Funds are included in the Companys Statement of
Additional Information, which is available without charge and
upon request by calling the Fund at 1-800-432-4789 or by
visiting the Funds website at www.tweedy.com. Information
regarding how the Funds voted proxies relating to portfolio
securities during the most recent twelve-month period ended
June 30 is available, without charge, at http://www.sec.gov.
11. Advisory Agreements
Approval of the Renewal of the Investment Advisory
Agreements for the Tweedy, Browne Global Value Fund,
Tweedy, Browne Value Fund, Tweedy, Browne Worldwide
High Dividend Yield Value Fund and Tweedy, Browne
Global Value Fund II Currency Unhedged
On May 18, 2011, the Companys Board of Directors (the
Board), including a majority of the Independent Directors,
approved the renewal of the Advisory Agreements between
Tweedy, Browne and the Company on behalf of the Global
Value Fund, the Value Fund, the Worldwide High Dividend
Yield Value Fund and the Global Value Fund II for an
additional one-year term. In considering whether to approve
the continuance of the Advisory Agreements, the Board
reviewed materials provided for its evaluation, and the
Independent Directors were advised by independent legal
counsel with respect to these and other relevant matters. The
information, material factors and conclusions that formed the
basis for the Boards approval are described below.
A. Information Received
During the course of each year, the Board receives a wide
variety of materials relating to the services provided by Tweedy,
Browne. In considering whether to approve the renewal of the
Advisory Agreements, the Board reviewed reports on each
Funds investment results, portfolio composition, and portfolio
trading practices, as well as other information relating to the
nature, extent and quality of services provided by Tweedy,
Browne to the Funds. In addition, the Board reviewed
supplementary information, including comparative industry
data with regard to advisory fees and expenses; financial and
profitability information regarding Tweedy, Browne; sample
reports demonstrating Tweedy, Brownes extensive research
process; fact sheets and performance histories for each of the
Funds since inception; information for several of Tweedy,
Brownes managed account performance composites; fee
schedules; information regarding fees paid to intermediaries;
information about the key personnel of Tweedy, Browne; and
information concerning Tweedy, Brownes brokerage services
and best execution policy.
In addition to reviewing and evaluating the list of materials
described above, the Independent Directors also received
assistance and advice regarding legal and industry standards
from independent counsel to the Independent Directors. In
deciding to recommend the renewal of the Advisory
Agreements, the Board did not identify any single factor or
particular information that, in isolation, was controlling. This
summary describes the most important, but not all, of the
factors considered by the Board.
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-28
B. Nature, Extent and Quality of Services
The Board reviewed materials concerning the depth and
quality of Tweedy, Brownes investment management process.
The Board considered a variety of services provided by Tweedy,
Browne to the Funds over the past year, including: providing
behind the scenes services, such as those provided by Tweedy,
Brownes order desk, which seeks best prices and execution;
monitoring the Funds service providers and performing
shadowing functions; monitoring information with respect to
corporate reorganizations involving the Funds portfolio
companies; preparing the Funds semi-annual and annual
reports to shareholders; monitoring certain aspects of transfer
agency services on a daily basis; assisting brokers, consultants,
financial advisors, intermediaries and third party administrators
with questions or problems of an operational nature;
developing and enforcing procedures to monitor trading
activity in the Funds; monitoring the collection of redemption
fees for the Global Value Fund, Worldwide High Dividend
Yield Value Fund and Global Value Fund II; arranging for proxy
voting of portfolio securities; actively monitoring and assessing
valuation issues for the Funds; and preparing various regulatory
filings for the Funds. The Board also noted that Tweedy,
Browne has undertaken to implement certain new regulatory
requirements that are applicable to the management of the
Funds.
In addition, the Board noted that Tweedy, Browne provides
a wide variety of administrative services not otherwise provided
by third party service providers, including: preparing Board
reports; overseeing the preparation and submission of
regulatory filings; assisting with the preparation and filing of
the Funds tax returns; monitoring the registration of shares of
the Funds under applicable federal and state securities laws;
assisting in the resolution of accounting and legal issues;
establishing and monitoring the Funds operating budgets;
processing the payment of the Funds bills; assisting the Funds
in, and otherwise arranging for, the payment of distributions
and dividends; communicating with the Funds shareholders
through market commentary; participating in ongoing training
and weekly monitoring of BNY Mellons shareholder services
representatives; and generally assisting the Funds in the
conduct of their business.
The Board then noted that Tweedy, Browne also serves as
the Funds distributor and that it acts as the Funds introducing
broker for substantially all transactions in U.S. equity
securities, for which it is reimbursed by the Funds only for
settlement costs. The Board noted that Tweedy, Browne does
not charge the Funds any separate brokerage commissions for
such services, and the Board concluded that this arrangement
benefits the Funds and their shareholders by protecting the
confidentiality of the Funds trading positions. The Board also
considered Tweedy, Brownes commitment to staff
development and long-term and contingency planning with
regard to its advisory business. The Board noted that
notwithstanding the current market environment, Tweedy,
Browne has not cut back on personnel or resources.
In considering Tweedy, Brownes services, both in
managing the Funds portfolios and in overseeing all aspects of
the Funds business, the Board concluded that Tweedy, Browne
was providing essential services to the Funds, and that it is
likely that Tweedy, Browne will continue to be in a position to
do so for the long-term. Ultimately, the Board concluded that
the nature, extent and quality of the services provided by
Tweedy, Browne have benefited and likely will continue to
benefit the Funds and their shareholders.
C. Investment Performance
The Board examined the short-term and long-term
investment performance of each Fund, both in absolute terms
and relative to the performance of perceived direct competitors
pursuing comparable investment objectives, as well as to the
various benchmarks against which the Funds were compared.
In considering the Global Value Funds performance, the Board
observed that the Fund had exhibited strong absolute and
relative performance, noting that the Funds annualized rate of
return of 10.24% from inception through March 31, 2011
exceeded the returns of the Morgan Stanley Capital
International Europe, Australasia and Far East Index (MSCI
EAFE Index) in both U.S. dollars and hedged currency for the
same period. The Board considered that, over the long-term,
the Global Value Funds performance had enjoyed favorable
performance when compared to other funds in its peer group.
The Board noted that the aggregate total return for the Global
Value Fund for the 10-year period ended March 31, 2011
exceeded the Morningstar average of all funds in the Foreign
Stock Funds category by 52 basis points per year. It was also
noted that for the past 3-year, 5-year and 10-year periods the
Global Value Fund has been categorized as low risk by
Morningstars Risk Ratings, which means it is in the top 10%
of funds within its category with respect to lowest measured
risk.
The Board then considered the Value Funds performance,
noting that the Fund had enjoyed good relative performance in
most measurement periods in comparison to its relevant
benchmark indices. In particular, the Board noted that as of
March 31, 2011, the Value Funds total returns outperformed
the S&P 500 Index over the past 3-year, 5-year, 10-year, 15-
year and since inception periods. The Board noted that while
comparisons to a very elite group of direct competitors have
mixed results, the Value Fund has held up well in down market
environments. The Board further noted that the Value Fund
outperformed its group of peers for the past 5-year period,
performed in line with its group of peers for the past 3-year
period, and underperformed its group of peers for the past 1-
year and 10-year periods ending March 31, 2011. The Board
also noted that the Value Fund has also been characterized as
low risk for the last 3-year, 5-year and 10-year periods by
Morningstars Risk Ratings. The Board considered that the
Value Fund was a finalist in the Global Equity category for
Standard & Poors Mutual Fund Excellence Awards in 2010,
which recognizes funds that have achieved the highest overall
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-29
ranking on the most consistent basis during the previous year.
The Board examined the performance of the Worldwide
High Dividend Yield Value Fund, noting that the Fund
commenced operations on September 5, 2007. The Board
noted that since the Worldwide High Dividend Yield Value
Funds inception date, the Fund has gained 3.4% compared to
a gain of 7.73% for the MSCI World Index (in U.S. $). The
Board examined data indicating that for the calendar year
2008, the Worldwide High Dividend Yield Value Fund ranked
in the top 12% of all World Stock Funds in the Morningstar
Principia Pro database and ranked first in Lippers Global Large
Cap Value Category. It was noted during 2009, the Worldwide
High Dividend Yield Value Fund was up 28.18% compared to
a gain of 29.99% for the MSCI World Index (in U.S. $). The
Board then considered the long-term performance history of
Tweedy, Brownes Global High Dividend Strategy, which has
been implemented by Tweedy, Browne since 1979 and on
which the Worldwide High Dividend Yield Value Funds
investment strategy is based. Since 1979, the Global High
Dividend Strategy has produced compounded returns at an
annualized rate of return of 13.33% (net of actual and
hypothetical fees) which has outpaced the S&P 500 Index and
the MSCI World Index (in U.S. $), on an annualized basis over
the same period, by 1.83% and 3.48%, respectively.
The Board then examined the performance of the Global
Value Fund II, noting that the Fund commenced operations on
October 26, 2009. The Board noted that the Global Value
Fund II has performed well since its inception, gaining 16.10%
compared to 12.03% for the MSCI World Index (in U.S. $) for
the period. The Board considered the performance of the
Global Value Fund, which is managed using the same
philosophy and approach as the Global Value Fund II, and
Tweedy, Brownes unhedged international separate accounts,
which provide substantive information about the ability and
quality of Tweedy, Brownes management team to manage
another international fund without a currency hedge. The
Board considered that Tweedy, Brownes International Equity
Composite (in U.S. $), which has returns that are similar to
those of the Global Value Fund, has outperformed the MSCI
EAFE Index (in U.S. $) for the last 1-year, 3-year, 10-year, 15-
year and since inception periods. The Board considered that a
composite of Tweedy, Brownes unhedged international
separate accounts has exhibited both good absolute and
relative performance since inception in July 1995. The
composites annualized rate of return of 10.5% (after assumed
fees and expenses) through March 31, 2011 significantly
exceeded relevant indices in both U.S. dollars and hedged
currency.
After reviewing each Funds performance relative to its
direct competitors, comparable investment strategy (in the case
of the Worldwide High Dividend Yield Value Fund and Global
Value Fund II), and to its benchmark indices over various
periods of time, the Board concluded that it was satisfied with
each Funds performance, and further concluded that Tweedy,
Brownes performance record in managing the Funds warranted
the continuation of the Advisory Agreements.
D. Advisory Fees and Total Expenses
The Board reviewed the advisory fees and total expenses of
the Funds, noting that each Fund pays an advisory fee of 1.25%
of assets under management. The Board compared such
amounts with the average fee and expense levels of funds
pursuing comparable investment objectives. After reviewing
the Fund-specific fee and expense data, the Board considered
the hidden costs of mutual funds associated with frequent
trading and tax liabilities.
In considering comparative fee data, the Board reviewed
the expense ratios for each Fund alongside those of its direct
competitors and of its relevant Morningstar category averages.
The Board noted that the expense ratios of the Global Value
Fund and Worldwide High Dividend Yield Value Fund,
respectively, were lower than that of each Funds respective
Morningstar category. The Board considered that the total
expense ratios of the Global Value Fund and Value Fund,
respectively, had declined since each Funds inception. The
Board noted that with respect to the Worldwide High
Dividend Yield Value Fund and Global Value Fund II, certain
expenses of each Fund had been partially reimbursed by
Tweedy, Browne since each respective Funds inception in
order to assist the Funds in building assets. This has resulted in
keeping each Funds net expenses in line with the expense ratio
of the Global Value Fund. The Board compared the advisory
fees paid by the Funds against Tweedy, Brownes standard fee
rate for separate account portfolios. The Board also compared
the Funds expense ratios to funds that do not charge Rule
12b-1 fees in excess of 0.25% of assets under management.
After reviewing this fee and expense data, together with
the Boards observation that Tweedy, Browne provided a high
level of integrity and service to the Funds shareholders, the
Board determined that the fees charged under the Advisory
Agreements are fair and reasonable.
E Adviser Costs, Level of Profits and Economies of
Scale
The Board reviewed information regarding Tweedy,
Brownes costs of providing services to the Funds, as well as the
resulting level of profits to Tweedy, Browne. In so doing, the
Board reviewed materials relating to Tweedy, Brownes
financial condition and reviewed the wide variety of services
and intensive research performed for the Funds. The Board also
noted that Tweedy, Browne had absorbed the entire expense of
the Funds Chief Compliance Officer since her appointment in
June 2004. The Board reviewed profitability data provided by
Tweedy, Browne with respect to Tweedy, Brownes relationship
with the Company as a whole, and with each Fund separately.
The Board considered Tweedy, Brownes research process
and, in particular, Tweedy, Brownes research with respect to
non-U.S. securities. The Board also noted that a consequence
TWEEDY, BROWNE FUND INC.
Notes to Financial Statements (Unaudited)
II-30
of Tweedy, Brownes investment discipline for the Global Value
Fund, Value Fund and Global Value Fund II, which focus on
smaller and medium market capitalization issues, is that its cost
of research per dollar is likely to be higher than would be the
case for an investment adviser that invests in concentrated
positions and/or only in larger market capitalization companies.
The Board noted that this research process is likely not
conducive to economies of scale that would be potentially
realizable in the management of large pools of capital invested
in large market capitalization stocks. With respect to the
Worldwide High Dividend Yield Value Fund, the Board noted
that although the Fund has a higher proportion of large market
capitalization holdings, Tweedy, Browne must still perform
extensive research regarding companies that pay above-average
dividends and that satisfy a different level of undervaluation
than Tweedy, Browne requires for the other Funds. The Board
determined that such research strategy would therefore not be
less intensive or less expensive than that employed by Tweedy,
Browne on behalf of the other Funds. The Board concluded
that Tweedy, Brownes profitability from its client relationships,
including its relationship with the Funds, is reasonable.
F. Ancillary Benefits
The Board considered a variety of other benefits received
by Tweedy, Browne as a result of its relationship with the Funds,
including benefits derived by Tweedy, Browne from soft
dollar arrangements with broker-dealers. The Board
considered materials concerning Tweedy, Brownes brokerage
allocation policies. The Board also reviewed Tweedy, Brownes
policies and procedures prohibiting the use of brokerage
commissions to finance the distribution of Fund shares.
G. Conclusion
Based on its review, including consideration of each of the
factors noted above, the Board concluded that the nature,
extent and quality of the services rendered to the Funds favored
renewal of the Advisory Agreements. The Board concluded
that the Advisory Agreements continued to be fair and
reasonable to the Funds and their shareholders, that the Funds
shareholders received reasonable value in return for the
advisory fees and other amounts paid to Tweedy, Browne by the
Funds, and that the renewal of the Advisory Agreements at the
present contractual rates was in the best interests of the Funds
and their shareholders.
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TWEEDY, BROWNE FUND INC.
350 Park Avenue, New York, NY 10022
800-432-4789
www.tweedy.com

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