Tweedy, Browne Fund Inc.: This Booklet Consists of Two Separate Documents

TWEEDY, BROWNE FUND INC.
This booklet consists of two separate documents:
INVESTMENT ADVISER’S LETTER

TO SHAREHOLDERS
-------------------------------------------------------------------------------------------------------------------------------------------
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
MARCH 31, 2010

Investment Adviser’s Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Annual Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

Tweedy, Browne Fund Inc.
Investment Adviser’s Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
Expense Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
Portfolio Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
Perspective on Assessing Investment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
Portfolio of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-10
Sector Diversification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
Schedule of Forward Exchange Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
Schedule of Forward Exchange Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-22
Statements of Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-28
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-29
Statements of Changes in Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-30
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-32
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-34
Investment in the Fund by the Investment Adviser and Related Parties . . . . . . . . . . . . . . . . . . . . . . . II-39
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm . . . . . . . . . II-42
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-43
Our Investment Team
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Investment Adviser’s Letter to Shareholders (Unaudited)

It was the best of times, it was the worst of times, it was the age With the dawning of a new decade, we thought some
of wisdom, it was the age of foolishness, it was the epoch of belief, it introspection might be in order so we beg your indulgence for
was the epoch of incredulity, it was the season of light, it was the a moment as we revisit the principles by which we have tried
season of darkness, it was the spring of hope, it was the winter of to manage our business and your money.
despair …… 1. Above all else, treat our shareholders as we would wish to
Charles Dickens, A Tale of Two Cities be treated if our roles were reversed.
English novelist (1812-1870)
This has always been somewhat of a “no-brainer” for us
To Our Shareholders: because we don’t invest in anything for our shareholders that
Dickens’ quote is not only an apt description for the last we ourselves would not also be willing to own. We have and
couple of years in our capital markets but also for the boom and always will “eat our own cooking.” We have also done our best
bust environment of the last decade. We saw the rise and to put the shareholders first in the way we manage our business.
demise of the TMT (technology, media, telecommunications) In 2005, we closed our Firm across the board to new business,
equity bubble earlier in the decade and closed out the period foregoing additional fee revenue rather than risk diluting our
with the bursting of an asset and credit bubble that shook the shareholders’ returns by taking on new accounts at a time when
very foundations of our global financial system. Some have bargain securities were scarce. We felt our first obligation was
contended that financial innovation, complexity, and to our existing shareholders. Lastly, we have always tried to
globalization combined to make our markets more crisis-prone exhibit integrity and honesty in the way we conduct ourselves.
during this period. Others have argued that it was inept As we said in one of our shareholder letters many years ago,
government housing policy coupled with the Federal Reserve’s clients will forgive you for your mistakes but not for your
more than accommodating monetary policy. Whatever the dishonesty. In essence, we have always felt that what is good
cause, a certain complacency enveloped investors and for the shareholder is ultimately good for our business.
institutions leading to overconfidence and irresponsible risk-
taking. Time horizons shortened, and longer term investment 2. Focus on the long term, never losing sight of the fact that
approaches gave way to short-term quantitative trading successful investing is a marathon not a sprint.
strategies designed by clever financial engineers incentivized by By taking a longer term perspective, we believe one is able
compensation schemes that would have caused even Croesus to behave more deliberately and thoughtfully, and ultimately
to blush, all built on a precarious edifice of abundant low cost we feel this is a more rational and sensible way to run our
credit. While it used to be that Wall Street provided the grease business and your money. Ben Graham once said that “in the
for our industrial base, by the end of 2007 financial institutions short run the market is a voting machine, while in the long run
were the dominant force in our economy, accounting for nearly it is a weighing machine.” We agree wholeheartedly. Trying to
27% of the earnings of the S&P 500a. Many of these financial predict the short-term behavior of investors is fraught with
institutions had to be bailed out by taxpayers early last year to difficulty and the rewards for doing so are often quite small,
avoid a potential systematic meltdown of the global economy. leading some investors to leverage such investments to
With a populist fervor afoot, there has been a growing feeling enhance their returns. Much of the crisis over the last year and
that society’s largesse to some of the largest and most well- a half can be explained by Wall Street’s emphasis on short-term
known financial institutions in America was undeserved. In profit, using complex, highly leveraged investment strategies in
fact, some would say that several of our financial institutions an attempt to conquer the near term variability of markets.
have indeed lost their way. As Peggy Noonan pointed out in From our view this was simply an attempt to create certainty
an Op Ed piece in The Wall Street Journal on January 2, 2010b: where there was none, and that is due largely to the fact that
Wall Street the past 10 years truly and profoundly lost sight markets are driven by people, and people are “reliably
of its mission. It exists to be the citadel of American finance. unreliable.” Jack Bogle, the former Chairman of Vanguard,
Its job is to grow and invest and enrich, thereby making jobs commented on “short-termism” in an Op Ed piece in The Wall
possible that help family to exist. Wall Street has a civic Street Journal on January 19, 2010c:
purpose. But it must always do its job with an eye to First, the folly of short-term speculation has replaced the
prudence, because a big part of its job is to provide a secure wisdom of long-term investing as the star of capitalism. A
and grounded economic footing for the nation. But rent-a-stock system has replaced the earlier own-a-stock
throughout the ‘00s Wall Street’s leaders gave themselves over system. In 2009, the average stock turnover appears to have
to one thing, and that was looking out, always, for No. 1. exceeded 250% (changed hands two and a half times),
And they knew how to define No. 1. It wasn’t the country, compared to 78% a decade ago, and 21% barely 30 years
and it wasn’t even the company. They’d crater companies, ago.
parachute out, and brag about it later.
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In contrast, turnover in our Funds’ portfolios has always not-so-good periods over a long period of time. Empirical
been low, rarely going above 25% in a single year and, more research concerning successful long-term investment results
often than not, has been in the 10% to 20% range.* For many indicates that underperforming the S&P 500 or a comparable
of our shareholders, the government is a silent yet significant index 30% to 40% of the time is not uncommon for successful
partner in their investment life, and we never lose sight of the investment managers. In fact, it appears to be normal.
fact that it is in our shareholders’ interest to do our absolute Investors who understand this are more likely to stick with a
best to limit its take. Lastly, we have always taken a long-term perfectly valid long-term investment strategy in the inevitable
approach in how we manage our business. Will Browne and, we believe, normal, underperforming periods. In the field
remarked to Bob Wyckoff over 18 years ago, when Bob first of investing, it is all too human to extrapolate recent results,
joined the Firm, that Will wanted him to approach the which have no statistical significance, rather than emphasize
decisions he made in his day-to-day work as if he would be long-run odds and empirical data. Your own psychology and
working here for the next 30 years. Rest assured that we will ability to handle the emotional ups and downs of investing are
continue to run our business and your money with that in likely to be important determinants of your long-run
mind. investment success. We want our shareholders to be aware of
the rather lumpy, but normal character of investment returns.
3. Approach investing with an innate sense of caution.
One should only have to get rich once (life is probably not 5. Never put yourself in a position to be forced out of the
long enough for a second attempt), and to that end we do game; avoid leverage in your business and in your accounts.
everything in our power, as stewards of your capital, to avoid During the recent crisis many financial institutions, which
permanent capital loss over the long term. We demand a should have known better, were leveraged in excess of 30 to 1,
significant “margin of safety” in each and every equity which meant that if their asset bases declined by more than
investment we make on your behalf. We are also conservative 3%, they were effectively bankrupt. The problem was that they
appraisers of businesses, and we couple that with were reassured by their models that what they were doing
diversification, typically by issue, industry, country, and market would be safe apart from a “100-year storm”, despite recent
capitalization. We do not use leverage at the portfolio level, history reminding us that these so-called 100-year storms have
and we also generally avoid highly leveraged businesses in a way of showing up every 10 years or so as evidenced by the
terms of the individual investments in our Funds. We often dot-com collapse of early 2000, the failure of Long Term
view what is being paid in actual mergers, buyouts and Capital Management in 1998, and the portfolio insurance
liquidations as a benchmark for how a business should be debacle of the late 1980s, among others. As one of our bond
valued. However, even these valuations at times can fall victim manager friends said, “You have to worry about the 1% of the
to irrational exuberance, and escalate to levels that appear to us time…..the 99% is not the problem.” In contrast to
to be unsustainable. We will often haircut these kinds of quantitative finance, we worry a lot about severity or the “1%
valuations to come up with what we believe to be a more risk.” Although there is inherent risk of loss in all equity
prudent intrinsic value for the business we are studying in the investing, it’s very hard for us to rationalize a potential
stock market. (Simple arithmetic alone can often be a good investment where we believe there is the potential for
indicator that a price is too rich, providing a yield to the permanent loss of capital. The Aramaic world had a word
acquirer which looks too low.) Even then, we demand a which sums up our feelings about leverage. In Aramaic, the
significant discount from this more conservative valuation word for debt and sin are one and the same … hobha. We
before we will consider the security as appropriate for have always maintained that carrying too much debt is a
investment. We believe this rather conservative approach to slippery slope into financial hell.
business appraisal distinguishes us from a number of our
competitors, even those in the value investing camp. During 6. Stick to your investment discipline.
times of market excess, cash reserves will often build in our Value investors must be able to withstand the behavioral
Funds as fewer and fewer stocks qualify under our rigorous temptations that lead most investors astray. For most of us this
valuation criteria. Certainly returns of our Funds can and will means trusting our discipline, and this has not proven to be as
fluctuate. Nevertheless, in all the down markets (as measured difficult for us as perhaps for others. We have the great fortune
on a calendar year basis) since their respective inceptions, our at Tweedy, Browne to have been the beneficiaries of a
Funds have outperformed their respective index benchmarks.** framework that was passed down to us by Benjamin Graham
over 50 years ago. Having begun his business career during the
4. Recognize that underperforming an index 30% to 40% of
Great Depression, Graham had a tendency to focus on what
the time is a normal part of long-term investment success. could go wrong in an investment. He invested in stocks the
Our own investment record and various empirical studies way a cautious underwriter wrote insurance policies. He
of investment characteristics that have provided attractive searched high and low for stocks trading at big discounts to
returns in the past suggest that you are more likely to reap the intrinsic value with a quantifiable margin of safety. He overlaid
rewards of a value strategy if you stick with it through good and that with broad diversification to get the benefit of the “law of
* For the fiscal year ended March 31, 2009, turnover was higher than 25% in two Funds largely due to significant changes made to their
portfolios during the financial crisis.
** This record may not be duplicated in the future. Moreover, there may be time periods when the Funds underperform for an extended period
of time.
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large numbers”, convinced that if one took care of the 9. Adhere to the Golden Rule of Investing: never invest in
downside, the upside would take care of itself. This was not an anything for your shareholders that you would not be willing
approach based on any assessment of near certainty to which to own yourself.
could be applied a highly leveraged bet, but rather it was an
approach that accepted that there would be accidents, or This is the ultimate truth serum and an easy one for us as
mistakes in valuation, and managed for them. It was an we always “eat our own cooking.” We cannot understand why
approach that focused on severity and the consequences any investment professional would behave differently. As of
associated with failed expectations, and not just probabilities. March 31, 2010, the Managing Directors and retired principals,
This is very much the framework within which we ply our craft their families, and the employees of Tweedy, Browne had
at Tweedy, Browne today. approximately $754.4 million in portfolios combined with or
similar to client portfolios. Approximately $160 million of this
We are also reminded of an e-mail we received in 1999 at total is invested in our four Funds.
the top of the tech bubble in which an investor characterized
our reluctance to own tech stocks as acting “like an ostrich 10. Focus, focus, focus.
with your heads stuck in the sand waiting for Elvis to return.”
Our attention at Tweedy, Browne is solely focused on
For a period of nearly two years, investors, amateur and
value investing. We view all of our portfolios through the same
professional alike, abandoned their valuation models and bid
value lens. The Managing Directors have substantially all of
technology stocks up to levels that were simply unsustainable.
their liquid net worth invested in this approach. We do not
Our strict adherence to Graham’s model saved us and our
manage bonds or any other category of investments. We are not
shareholders from much of the misfortune that occurred when
a family of funds with a multitude of different styles, and
the tech bubble burst in early 2000.
investment “products.” As our business has grown, we have
7. Think like an owner. attempted, for the good of all clients and shareholders, to
control and limit the amount of time devoted to non-
From time-to-time, and preferably in a non-adversarial investment related activities such as marketing and asset
manner, we have encouraged value-enhancing actions on the gathering. We do not aspire to join the “too big to fail gang,”
part of companies whose stock we own. We also have raised as one reporter recently put it. We have tried to keep it simple,
our voice on occasion when we felt we were being mistreated focusing our efforts on what we believe to be a tried and proven
as shareholders. We certainly do not go looking for a public approach to building wealth.
spat, and it probably would be a stretch to characterize us as
activist investors. However, we do feel it is part of our fiduciary Performance Results
responsibility to make our position known when management
Presented below are investment results of the four Tweedy,
is not acting in the interests of shareholders. Those of you who
Browne mutual funds through March 31, 2010, with
have invested with us over the years are undoubtedly aware of
comparisons to the indices we consider relevant.
instances when we have acted on our shareholders’ behalf in
companies such as Bayer, Hollinger International, ABN
AMRO and Volkswagen among others. Tweedy, Browne Global Value Fund
Return after MSCI
8. Let the opportunities set the level of investment; avoid the Return Taxes on EAFE MSCI
lure of market predictions. Return after Distributions & Index(1)(2) EAFE
Period Ended before Taxes on Sale of Fund (Hedged Index(1)(2)
Empirical research has shown that 80%–90% of stock 3/31/10 Taxes* Distributions** Shares** to US$) (in US$)
returns have occurred in spurts that amount to 2%–7% of the 3 Months 4.39% 4.39% 2.85% 4.17% 0.87%
total length of time of the holding period. The rest of the time, 6 Months 12.67 12.80 8.95 7.22 3.06
stocks’ returns have been small. With stocks, you have to “be 1 Year 58.85 59.04 39.26 44.82 54.44
3 Years -2.96 -3.95 -2.34 -7.24 -7.01
in it to win it.” Moreover, we believe that value-oriented
5 Years 4.98 4.26 4.45 4.36 3.75
stocks with extreme investment characteristics are going to
10 Years 5.99 5.13 5.06 -0.33 1.27
beat the returns from cash over the long run. We think it 15 Years 10.36 9.11 8.77 6.14 4.85
follows that the long-run odds of having your portfolio generate Since Inception
excess returns are enhanced by staying as fully invested as (6/15/93)(3) 10.22 9.07 8.74 5.47 5.24
possible. That said, the process of finding undervalued stocks 30-Day Standardized Yield as of 3/31/10: 0.92%
can become quite difficult, as it was from 2005 to mid-2007. Total Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.41%
We will not force the issue if we cannot find stocks that meet and 1.41%, respectively†
our criteria. From time to time cash reserves have constituted
as much as 20% of a Fund’s total assets. Newly launched Funds
may hold even more cash during the initial construction phase
of the portfolio, depending on market conditions and the
availability of undervalued stocks.
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Tweedy, Browne Global Value Fund II – Current performance may be lower or higher than the performance
Currency Unhedged data shown. Please visit www.tweedy.com to obtain performance
Return after MSCI data, which is current to the most recent month end. See page I-14
Return Taxes on MSCI EAFE for footnotes 1 through 5, which describe the indices and inception
Return after Distributions & EAFE Index(1)(2)
Period Ended before Taxes on Sale of Fund Index(1)(2) (Hedged to
dates of the Funds. Results are annualized for all periods greater than
3/31/10 Taxes* Distributions** Shares** (in US$) US$) one year.
3 Months 0.69% 0.69% 0.45% 0.87% 4.17%
Since Inception
** After-tax returns are calculated using the historical highest
(10/26/09)(3) 2.74 2.73 1.79 1.45 6.94 individual federal marginal income tax rates, and do not reflect the
30-Day Standardized Yield (Subsidized) as of 3/31/10: 0.74% impact of state and local taxes. Returns after taxes on distributions are
30-Day Standardized Yield (Unsubsidized) as of 3/31/10: 0.00% adjusted for federal income taxes associated with fund distributions,
Gross Annual Operating Expense Ratio estimated for the fiscal years ended 3/31/09 but do not reflect the federal income tax impact of gains or losses
and 3/31/10 were 1.63% and 2.57%, respectively. †‡ recognized when fund shares are sold. Returns after taxes on
Net Annual Operating Expense Ratio estimated for the fiscal years ended 3/31/09 distributions and sale of fund shares are adjusted for federal income
and 3/31/10 were 1.38% and 1.38%, respectively. †‡ taxes associated with fund distributions and reflect the federal income
tax impact of gains or losses recognized when fund shares are sold.
Actual after-tax returns depend on an investor's tax situation and
Tweedy, Browne Value Fund may differ from those shown, and the after-tax returns shown are not
Return after MSCI
relevant to investors who hold their fund shares through tax-deferred
Return Taxes on World arrangements such as 401(k) plans or individual retirement accounts.
Return after Distributions & Index(1)(4)
Period Ended before Taxes on Sale of Fund S&P (Hedged to † The Funds do not impose any front-end or deferred sales charge.
3/31/10 Taxes* Distributions** Shares** 500(1)(5) US$) However, the Tweedy, Browne Global Value Fund, Tweedy,
3 Months 4.45% 4.45% 2.89% 5.39% 4.63% Browne Global Value Fund II – Currency Unhedged and Tweedy,
6 Months 12.94 12.75 8.65 11.75 9.17 Browne Worldwide High Dividend Yield Value Fund impose a 2%
1 Year 51.18 50.93 33.59 49.77 46.52
redemption fee on redemption proceeds for redemptions or exchanges
3 Years 0.03 -1.20 -0.12 -4.15 -
made within 60 days of purchase. Performance data does not reflect
5 Years 3.55 2.27 2.93 1.92 -
10 Years 4.51 3.51 3.70 -0.65 -
the deduction of the redemption fee, and if reflected, the redemption
15 Years 8.93 7.95 7.71 7.74 -
fee would reduce the performance data quoted for periods of 60 days
Since Inception or less. The expense ratios shown above reflect the inclusion of
(12/8/93)(3) 8.68 7.77 7.53 7.81 - acquired fund fees and expenses and may differ from those shown in
30-Day Standardized Yield as of 3/31/10: 0.75% the Funds’ financial statements.
Total Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.42%
and 1.43%, respectively†
‡ 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
Tweedy, Browne Worldwide Unhedged to the extent necessary to maintain the total annual
High Dividend Yield Value Fund fund operating expenses (excluding fees and expenses from
Return after investments in other investment companies, brokerage,
Return Taxes on MSCI interest, taxes and extraordinary expenses) at no more than
Return after Distributions & World 1.37%. This arrangement will continue at least through
Period Ended before Taxes on Sale of Fund Index(1)(4)
3/31/10 Taxes* Distributions** Shares** (in US$) December 31, 2011. In this arrangement the Worldwide High
3 Months 0.70% 0.70% 0.46% 3.24% Dividend Yield Value Fund and Global Value Fund II –
6 Months 8.61 8.46 5.79 7.44 Currency Unhedged have agreed, during the two-year period
1 Year 45.19 44.17 29.53 52.37 following any waiver or reimbursement by the Adviser, to repay
Since Inception such amount to the extent that after giving effect to such
(9/5/07)(3) -3.41 -4.03 -3.19 -7.61 repayment such adjusted total annual fund operating expenses
30-Day Standardized Yield (Subsidized) as of 3/31/10: 2.13% would not exceed 1.37% on an annualized basis. The
30-Day Standardized Yield (Unsubsidized) as of 3/31/10: 2.01% performance data shown above would be lower had fees and
Gross Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.55% expenses not been waived and/or reimbursed.
and 1.47%, respectively†‡
Net annual Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.38% and
1.38%, respectively †‡ Successful investing is often about the ability to keep your
wits about you when all hell is breaking loose in financial
* The preceding performance data represents past performance and markets. This is understandably a daunting proposition even
is not a guarantee of future results. Total return and principal value for the most seasoned of professional investors. As a species, we
of an investment will fluctuate so that an investor’s shares, when are not hard-wired to make rational economic decisions. For
redeemed, may be worth more or less than their original cost. The those who had the financial conviction to stand fast as the
returns shown do not reflect the deduction of taxes that a shareholder crisis unfolded around them in March 2009, the last fiscal year
would pay on Fund distributions or the redemption of Fund shares. proved to be a good one, and our Funds did not disappoint. For
I-4
the twelve months ending March 31, 2010, the Tweedy, MSCI EAFE Index (in US$) for the same period. An
Browne Global Value Fund, Tweedy, Browne Value Fund, and investment of $100,000 in the Tweedy, Browne Global Value
Tweedy, Browne Worldwide High Dividend Yield Value Fund Fund at its inception nearly 17 years ago grew to $408,100 net
were up 58.85%, 51.18% and 45.19%, respectively. These were of fees, expenses and taxes on distributions and an assumed sale
the best March 31 fiscal year returns in the Funds’ respective of fund shares on March 31, 2010. By comparison, an initial
histories. Our new Fund, Tweedy, Browne Global Value Fund investment of $100,000 in the MSCI EAFE Index (Hedged to
II – Currency Unhedged, also got off to a good start from its US$) increased to $245,160 over the same nearly 17-year
inception in October 2009, although it is still a work in period. Setting our humility aside for a moment, we think this
progress. All in all it was an extraordinary year, particularly in is pretty thin air in the investment management business.
light of where we were back in early March 2009. While the past 10 years has produced a rather dismal rate
Nevertheless, given the extent of the down draft in 2008 and of return in general for equities, we would caution against a
early 2009, we are painfully aware that we have more ground to wholesale retreat from equity markets on the basis of what one
make up. reads in the financial media about the “lost decade of stock
A lot has been written about what an awful decade this investing.” It is worth keeping in mind that the beginning
has been for equity investors, as measured by the flat to point for measurement was March 2000, near the peak of the
negative compound returns of most broad market indices. For dot-com frenzy when technology stocks represented
our shareholders it has been somewhat of a different and better approximately 32.9% of the S&P 500 index and the
story, although our equity returns for the decade were certainly NASDAQ index had peaked at over 5000. If one were to look
not at the levels we saw in the 80s and 90s. Over the last 10 at the previous 15 or 20 years ending in 2009, the picture is
years, the Tweedy, Browne Global Value Fund compounded at decidedly different with the S&P 500’s total return (including
5.99% and the Tweedy, Browne Value Fund compounded at dividends) compounding at 8.03% and 8.19%, respectively, for
4.51%, or 632 and 516 basis points better than their respective these periods. As an aside, it is a well established tenet in
benchmark indices on an average annual basis. Over the last behavioral finance that many investors place far greater weight
10 years, an initial investment of $100,000 in the Tweedy, on a more recent set of factors and extrapolate them well into
Browne Global Value Fund and Tweedy, Browne Value Fund the future, often to their financial detriment. Now it is
were worth approximately $178,960 and $155,400, undeniable that entry point has an enormous impact on returns
respectively, at the end of the period. By comparison, over the measured over subsequent periods and had you put everything
last 10 years, initial investments of $100,000 in the MSCI into an index fund such as the S&P 500 in March of 2000, you
EAFE Index (Hedged to US$) and S&P 500 Index were worth are, rightfully, not a very happy investor. However, if you were
approximately $96,740 and $93,650, respectively, at the end of fortunate to have made periodic investments over the 10-year
the period. These two Funds have also outperformed their period, no doubt your outcome would look different. Our point
respective benchmarks on an annualized basis by 539 and 435 is that while a lot has been written about this period, we think
basis points, respectively, over this same 10-year period after it represents an incomplete picture and provides little guidance
taxes on distributions and an assumed sale of Fund shares, this about the future.
latter achievement being rare in the world of active investment On another note we were fascinated to learn that
management. Morningstar has a measurement which distinguishes the
When measured on a rolling 10-year basis since inception investor’s return from the actual return earned by a mutual fund
using monthly returns, the Global Value Fund outperformed its over time. We wondered why they would not always be the
benchmark in 83 out of 83 possible 10-year holding periods same, but Morningstar points out that the returns can differ
over the last 16 plus years it has been in existence, or 100% of markedly depending on the average investor’s entry point and
the time. It also outperformed its benchmark in 90% of the exit point. For example, in an article that appeared in The Wall
rolling 5-year periods. The Value Fund was no slouch either, Street Journal in December 2009, Eleanor Laise pointed out that
outperforming the S&P 500 in 94% of the rolling 10-year while the best performing mutual fund of the last decade
periods and 60% of the rolling 5-year periods. Perhaps more produced an 18% compound return, the “typical” shareholder
importantly, our Funds have an unblemished record of of this particular fund did not receive that return, but actually
outperforming their benchmarks in every down market (as lost 11% annually during the 10-year period. This is because
measured on a calendar year basis) since their respective most investors bought the fund after it had a strong run, and
inceptions.* sold it as it hit bottom. This fund happened to be a very
It’s a well known fact that only a small percentage of concentrated fund and was quite volatile, so while the fund’s
active equity managers beat their benchmark indices over the manager produced terrific results, most investors in his fund did
longer term. It’s another thing altogether to beat their not experience those returns. In contrast, over the last 10
benchmarks after taxes. For example, since its inception nearly years, the actual return and the investor’s return of the Tweedy,
17 years ago, the Tweedy, Browne Global Value Fund’s Browne Global Value Fund as measured by Morningstar were
annualized return of 8.74% net of fees, expenses and taxes on very close, meaning that the “typical” investor actually
distributions and an assumed sale of fund shares was on an captured almost all of the return produced by the Global Value
annualized basis 327 basis points better than the MSCI EAFE Fund for the decade. This data suggests that it’s not just the
Index (Hedged to US$) and 350 basis points better than the return, but how it is produced that determines what an investor
* This record may not be duplicated in the future. Moreover, there may be time periods when the Funds underperform for an extended period
of time.
I-5
is likely to experience when investing in a mutual fund. dividend were up 27.7% on average versus a return of 82.4% for
Although each investor’s return will naturally depend on the the stocks that did not pay a dividend. The same held true for
particular facts surrounding their own investments and global equities, with the stocks that pay a dividend in the
redemptions, we’d like to think that the value approach that MSCI World Index up approximately 32% versus a return of
we practice, which has tended to produce a less volatile return 75% for the stocks in the index that did not pay a dividend. In
stream over time, may have allowed our investors to behave general, the higher the dividend yield, the lower the total
more rationally6. return in 2009. As we moved closer to year-end, dividend
While it is impossible to know how global equity markets stocks perked up, and were in part responsible for our Funds’
are likely to perform in the short term, we believe there is good strong results over the last six months.
reason to be optimistic in the long term despite the serious
macroeconomic headwinds we are currently facing. As we MSCI World Index (constituents as at December 31, 2009)
mentioned in our last report, the last time we faced a year like Total Return Year-to-Date through December 31, 2009
2008 was in 1973-1974, when the prices of the “nifty fifty” Weighted P/E Ratio
growth stocks collapsed, sending equity markets into a tailspin # of Weight of Weighted YTD Total (Forward)**
Companies* Total Index Yield Return 2010 E 2011 E
that resulted in a loss of approximately 50%. Over the next 10 Non-Payers 316 13.91% — 74.96% 18.72 16.89
years, the S&P 500 and the MSCI EAFE Index compounded Dividend Payers 1,340 86.09% 3.03 32.30% 16.96 15.30
nominally at 14.8% and 13.5%, respectively, per year despite Total Index 1,656 100.00% 2.61 38.23% 17.20 15.52
debilitating inflation during the Carter Administration that
With Yield > 3% 480 36.26% 4.91 25.25% 14.86 13.13
drove interest rates to as high as 21% in 1980. Investors who With Yields > 3%
are concerned about the economic headwinds we are currently and < 6% 378 30.04% 4.27 26.40% 15.27 13.49
facing should not lose sight of the fact that cheap valuations
can often offset a lot of macroeconomic ills. Global equity 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
market valuations during the recent crisis did not get as cheap Index (US$) reflects the return of this index for a US dollar investor.
as they did in 1974. Nonetheless, back in October 2008 and * Using the Index’s constituent members as of December 31, 2009
March 2009, many stocks were very attractively priced. Even ** Excludes Values >100
after the run-up in equity prices since March 2009, we think Note: “Dividend Payers” are companies in the index that have a 12-month Dividend Yield >
more price-sensitive, value-oriented portfolios such as ours are 0%
still reasonably valued. While we can provide no guarantees
Today, the top 25 holdings in our four Funds continue to
regarding future returns, we nevertheless believe that when
be comprised in large part of less cyclical, steadier dividend-
looking back five-to-ten years from now, even from these levels
paying companies with more sustainable demand
in the market, this will have proven to be a pretty good time to
characteristics. We frequently refer to these kinds of companies
be actively investing.
as financial “Suburbans,” companies that are able to weather
The Portfolios difficult markets, that are for the most part globally diversified,
have solid balance sheets, sell products to an aspiring and
As we discussed in our last report to you back in the Fall growing global middle class, and pay an attractive yield. Many
of last year, significant changes were made across all of our Fund of these companies, such as Heineken, Unilever, Nestle,
portfolios during the heat of the crisis. For the first time in a Diageo, Philip Morris International, and Novartis, among a
long time, widespread fear created pricing opportunities in host of others, derive a surprising amount of their revenues and
higher quality, growing businesses, and we took advantage. profits from the emerging markets7. Above all, we think that
We were able to buy oil stocks as oil prices came down; we these companies continue to trade at reasonable valuations.
established positions in three railroad companies; we acquired For example, the top 25 holdings shown in the following charts
interests in a number of high quality “better businesses”; we for both the Global Value Fund and the Value Fund as of
were able to repurchase some high quality industrial cyclicals March 31, 2010, were trading on average at approximately 14
we had owned in the past; and there were even a few Ben to 15 times estimated 2010 earnings and had a dividend yield
Graham “net current asset stocks” (stocks trading at discounts on average of 2.7% (Value Fund) and 3.3% (Global Value
to their current assets less all liabilities senior to the common Fund). (Please note that the average dividend yields shown below are
stock) that we were able to add to our Funds’ portfolios. These not representative of the Funds’ yields, nor do they represent the
new positions took up residence alongside some of the globally Funds’ performance. The figures solely represent the average
diversified consumer products companies that have been weighted dividend yield of the top 25 common stocks held in each
staples in our Funds’ portfolios for some time. Fund’s portfolio. Please refer to the 30-Day Standardized Yields in
As with previous stock market collapses, the bounce off the performance charts on page I-3 and I-4 for the Funds’ yields.)
the bottom back in early March of last year was led by lower While these price-to-earnings ratio (“P/E”) multiples are at a
quality stocks, those that suffered the worst declines during the modest discount to market multiples, the multiples for many of
downturn. While most stocks were up nicely for the calendar these companies would be even lower if measured against more
year, steadier, higher quality businesses, particularly those that normalized earnings power.
pay a dividend, significantly underperformed lower quality
non-dividend paying issues, and today we believe offer
investors much better value. For example, in calendar year
2009, the 370 stocks in the S&P 500 that paid some kind of a
I-6
Global Value Fund’s Top 25 Holdings as of 3/31/10 Value Fund’s Top 25 Holdings as of 3/31/10
Forward P/E Ratio* Div % of Total Forward P/E Ratio* Div % of Total
Security 2010 E 2011 E Yield* Fund Equity Security 2010 E 2011 E Yield* Fund Equity
AXEL SPRINGER AG 13.82 11.42 5.10% 4.79% NESTLE SA 16.31 14.99 2.90% 5.05%
NESTLE SA 16.92 15.42 2.96 4.74 DIAGEO PLC 15.08 13.58 2.62 4.72
HEINEKEN HOLDING NV 13.65 11.69 2.43 4.70 HEINEKEN HOLDING NV 13.65 11.69 2.43 4.54
CNP ASSURANCES 8.97 8.05 4.29 4.44 UNILEVER 14.66 13.36 3.60 4.09
UNILEVER 15.16 13.90 4.68 4.26 COMCAST CORP 14.65 13.11 2.10 3.73
MUNICH RE 10.32 9.30 4.79 3.86 MUNICH RE 10.32 9.30 4.79 3.66
DIAGEO PLC 15.47 14.05 3.70 3.64 WAL-MART STORES INC 13.91 12.67 2.18 3.62
KONE CORPORATION 17.30 16.33 2.12 3.61 JOHNSON & JOHNSON 13.28 12.19 3.01 3.47
NOVARTIS AG 11.40 10.60 3.69 3.45 PHILIP MORRIS INT’L 13.62 12.31 4.45 3.45
TOTAL SA 9.64 8.56 5.30 3.36 EMERSON ELECTRIC 20.61 17.22 2.66 3.45
AKZO NOBEL 14.16 12.00 3.20 3.15 AMERICAN NAT’L INS 25.23 25.23 2.71 3.32
LINDE AG 16.57 14.49 2.04 2.90 TOTAL SA 9.64 8.56 5.30 3.10
GESTEVISION TELECINCO 24.88 17.77 2.50 2.83 NOVARTIS AG 11.40 10.60 3.69 2.98
COCA-COLA FEMSA 17.19 14.46 0.83 2.82 TRANSATLANTIC HLDGS 8.37 7.82 1.52 2.87
HENKEL KGAA 15.03 12.95 1.49 2.80 HENKEL KGAA 15.03 12.95 1.49 2.79
SK TELECOM 8.74 7.65 5.42 2.54 BERKSHIRE HATHAWAY 22.34 21.05 0.00 2.68
PHILIP MORRIS INT’L 13.62 12.31 4.45 2.41 NAT’L WESTERN LIFE INS 13.17** 13.17** 0.20 2.62
FRASER & NEAVE 13.37 12.12 2.81 2.31 CNP ASSURANCES 8.97 8.05 4.29 2.56
SCHIBSTED 20.01 14.55 1.00 2.26 LEUCADIA NAT’L CORP 13.78** 13.78** 0.96 2.42
ROCHE HOLDING AG 12.97 11.71 3.51 2.13 DEVON ENERGY 10.50 9.41 0.99 2.40
CANON INC 24.29 19.74 2.57 1.95 LINDE AG 16.57 14.49 2.04 2.17
GRUPO CONTINENTAL 13.73 12.72 4.02 1.54 3M CO 16.32 14.70 2.51 2.16
HONDA MOTOR CO LTD 22.87 16.26 1.09 1.47 CONOCOPHILLIPS 8.72 6.86 4.30 2.15
KOREA EXCHANGE BANK 8.96 8.53 3.78 1.44 GESTEVISION TELECINCO 24.88 17.77 2.50 2.12
BERKSHIRE HATHAWAY 22.34 21.05 0.00 1.40 UNIFIRST CORP 14.54 14.73 0.29 1.93
Weighted Averages & Totals: 14.76 12.76 3.31% 74.80% Weighted Averages & Totals: 14.64 13.23 2.65% 78.05%
* Source: Bloomberg * Source: Bloomberg
** P/E ratios based on Tweedy, Browne’s estimates
While we believe the value in global equity markets substantially from the previous year). The interesting part,
continues to be in these larger, higher quality dividend paying from our perspective, is that despite enormous ups and downs
companies, markets have appreciated dramatically over the last in the economy and the world, businesses have done quite well
year, and valuations are up across the board even in these over the years. It is sometimes easy to forget just how adaptive
companies. That has slowed the pace of bargain hunting and creative businesses are in a changing world and it is this
considerably, although undervalued stocks are still popping up, adaptability and creativity that has enabled them to prosper.
but at a much slower pace than during the crisis. Nevertheless, We believe the businesses we are invested in today have,
we have added some new positions of late, including Brown for the most part, the strength to withstand turbulence we may
and Brown, a US-based insurance broker; Exelon, the encounter as we continue to pull ourselves out of the economic
dominant nuclear utility in the US; BAE Systems, a UK-based downturn. We believe that they currently trade at reasonable-
defense contractor; and Berkshire Hathaway, which we to-attractive multiples, and should have the pricing power to
received in exchange for the bulk of our position in Burlington stay well ahead of an advancing inflation. There will no doubt
Northern when Berkshire consummated its acquisition of be bumps along the way that may challenge the resolve of
Burlington in early February. All of these companies, with the investors. However, we are quite confident that a rational and
exception of Berkshire, pay a healthy dividend. value-oriented, businesslike approach to investing should
As we write this letter, the Dow Jones Industrial Average continue to preserve and grow capital over the long term.
has crossed 11,000, having advanced over 68% since the
market bottom in early March of last year. The markets appear A More Risk-Averse and Cheaper Approach
to be rather fairly valued, and many of our value-oriented to the Emerging Markets
brethren feel that the markets may indeed be somewhat ahead Over the last year, emerging market equities have once
of underlying fundamentals. Worries about the prospects for again become the darlings of the equity investment world.
inflation and higher interest rates abound despite the While mutual fund flows have overwhelmingly been in the
assurances of Fed Chairman Bernanke that such concerns are direction of bond funds over the last couple of years, the money
currently unwarranted. While it would not surprise us if the that has been invested in equity funds has gone largely into
markets took a breather at some point, we would caution international funds, with the vast majority invested in
against wholesale pessimism. World economies are currently in emerging market funds. According to Morningstar, $67.3
“work out” mode, and are slowly adjusting to new fiscal billion poured into emerging market equity funds all over the
realities. While policy makers may stumble from time to time, world for the year through January 31. In the US alone, in
we have great confidence in businesses, which are generally 2009, a little over $17 billion found its way into diversified
well ahead of governments in terms of rational behavior. One emerging market funds which is 40% higher than the flows in
fact we find interesting is that in 1964, the S&P 500 earnings any of the last ten years into this category including the high
were $4.76 per share. In 2009, the S&P 500 earnings were performance years of 2005 through 2007. This flood of new
$59.65 per share (a year in which S&P 500 profits declined money has had somewhat of a self-fulfilling effect on the
I-7
performance of these markets with the BRIC index (Brazil, China - Shanghai A-Share Index (SHASHR INDEX)
Russia, India and China) up over 85% in US dollars for the % of
Industry Subgroup Index
year ending March 31, 2010. The Brazilian, Russian and PetroChina Co Ltd Oil Comp-Integrated 11.84
Indian markets are up over 100% during the same period. Industrial & Commercia Bank of China Commer Banks Non-US 7.12
Investors appear to be not only chasing performance, but also China Petroleum & Chemical Corp Oil Comp-Integrated 4.67
Bank of China Ltd Commer Banks Non-US 4.34
the faster growth in GDP that they feel is relatively assured in China Life Insurance Co Ltd Life/Health Insurance -----3.38
----------
these markets. In our opinion, valuations of companies in 31.35
these markets are now full-to-high and discount extremely The Shanghai A-Share Stock Price Index is a capitalization-weighted index. The index
tracks the daily price performance of all A-shares listed on the Shanghai Stock
optimistic projections of future growth, ignoring the cyclical Exchange that are restricted to local investors and qualified institutional funds.
nature of their most dominant companies and industries.
Record inflows and high valuations should raise red flags for Source: Bloomberg, as of 3/31/10. Brazil figures include both common and preferred shares.
Industry subgroup defined by Bloomberg.
investors.
Setting aside corporate governance issues for the moment, While we love growth and would agree that the economic
as we have mentioned in past reports, a bet on these markets is prospects for a number of these lesser developed countries are
often a highly concentrated bet. The top 5 companies in terms quite promising, we simply refuse to pay up for the hope of
of market cap in the constituent indices of each of the BRIC growth. We will continue to search for value on a company by
countries account for between 31% and 58% of the market cap company basis, and will only commit our shareholders’ capital
of the index, and, as previously mentioned, these companies when we are being afforded a satisfactory “margin of safety,”
are often cyclical in nature, i.e., banks, oil companies, mining based on current fundamentals. From our point of view, the
businesses, etc. prospects for attractive returns continue to be dependent in
large part on the price we pay. In a recent article in The Wall
Five Largest Companies of Index Constituents, Street Journal, Peter Tasker cited an academic study by Jay
BRIC Indices Ritter of the University of Florida that analyzed 100 years of
Brazil - Bovespa Index (IBOV INDEX)
data from 16 countries that showed that there was no positive
% of correlation between GDP growth and stock market returns – if
Industry Subgroup Index anything, the correlation was slightly negatived. Again, we
Vale SA Diversified Minerals 17.00 believe that faster growing countries simply do not offer
Petroleo Brasileiro SA Oil Comp-Integrated 14.73
Itau Unibanco Holding Commer Banks Non-US 4.70 attractive long-term investment opportunities unless
BM&FBOVESPA Finance-Other Services 4.18 valuations are compelling. Tasker goes on to explain that the
Usinas Siderurgicas de Minas Gerais Steel-Producers -----3.70
---------- companies that end up winning the struggle for survival in the
44.31 emerging economies may not even exist yet, and cites the fact
The Bovespa Index is a total return index weighted by traded volume and is comprised
of the most liquid stocks traded on the Sao Paulo Stock Exchange. that there were over 100 different motorcycle companies
during the Japanese miracle of the 1950s. “The market leader,
Russia - MICEX Index (INDEXCF INDEX) Tohatsu, was driven out of business by the cut-throat pricing of
% of
Industry Subgroup Index a flaky upstart called Honda.”
Lukoil OAO Oil Comp-Integrated 14.60 Despite these challenges, we remain interested in many of
Gazprom OAO Oil Comp-Explor&Prodtn 13.95
Sberbank of Russian Federation Commer Banks Non-US 13.08 these markets, and we regularly screen for opportunities in
MMC Norilsk Nickel Metal-Diversified 8.99 those markets where we have developed a comfort level from a
Rosneft Oil Co Oil Comp-Integrated -----7.02
---------- corporate governance standpoint. As we have said before, we
57.64 need a system of contract law and a court system which allows
The MICEX Index is the real-time cap-weighted Russian composite index. It comprises
30 most liquid stocks of largest and most developed Russian companies from 10 main us the ability to seek redress if we feel we are being mistreated
economy sectors. as shareholders; we need reliable financial data, disclosure and
reporting requirements, which allows us to value businesses; we
India - Sensex Index (SENSEX INDEX)
need a vibrant capital market, which allows us to hedge our
% of
Industry Subgroup Index currency exposure if we so choose; and lastly, we need
Reliance Industries Ltd Oil Refining & Marketing 13.22 undervalued stocks. If we can have these things, we will not
Infosys Technologies Ltd Computer Services 9.59 hesitate to invest.
ICICI Bank Ltd Commer Banks Non-US 7.99
Larsen & Toubro Ltd Engineering/R&D Services 6.63 Today, approximately 10% of the net assets of the Tweedy,
HDFC Bank Ltd Commer Banks Non-US -----5.32
---------- Browne Global Value Fund is invested in what we would
42.75 describe as the more developed of the emerging markets,
The Bombay Stock Exchange Sensitive Index (Sensex) is a cap-weighted index. The
selection of the index members has been made on the basis of liquidity, depth, and primarily South Korea and Mexico. We are actively screening
floating-stock-adjustment depth and industry representation. in Brazil and India today, but uncovering very little value.
More importantly, as we mentioned in our last report to you, we
have significant indirect exposure to the emerging markets
through a number of global multinationals that we own,
companies such as Nestle, Diageo, Unilever, Philip Morris
International, Heineken, Total and Emerson Electric, among a
host of others. In our view, the valuations of these companies
remain quite reasonable and are largely free of corporate
I-8
governance issues, which can plague local emerging market such as ourselves, and we are constructing the portfolio on a
companies. For example, the US-based conglomerate 3M, stock by stock basis as pricing opportunities present themselves.
which we own in the Tweedy, Browne Value Fund, has a This is obviously more challenging in an advancing market, but
publicly traded subsidiary in India called 3M India Ltd., which over time we expect that this new Fund’s portfolio will look
trades today at approximately 23x earnings before interest, very much like our flagship Global Value Fund but without the
taxes, depreciation and amortization (“EBITDA”), 26x currency hedges. More information regarding this newer fund
earnings before interest and taxes (“EBIT”), and 40x earnings. can be obtained by calling Shareholder Services at 1-800-432-
This compares to the US-domiciled parent company’s 4789, or by visiting our website at www.tweedy.com.
valuation of 17x earnings, 9x EBITDA, and 11x EBIT. From
our point of view, the parent company today is practically fully Dividend Stocks, the “Growth Bonds”
valued despite trading at less than half the multiple levels of its of the Equity World – The Tweedy, Browne
Indian subsidiary. Investing indirectly is often simply a cheaper Worldwide High Dividend Yield Value Fund
and safer way to participate in these rapidly growing emerging As you know, we established the Tweedy, Browne
markets. Worldwide High Dividend Yield Value Fund back in the Fall of
The Euro Comes under Pressure 2007. In hindsight, it was a rather inauspicious time to start up
a new fund. The credit bubble was starting to burst, spawning
In an industry full of acronyms such as CDO, EAFE, a decline in equity markets over the ensuing 18 months the
BRICS, etc., we now have a new one…PIIGS. Most of us now likes of which we had not seen since the mid-70s. Over the last
have become quite familiar with the meaning of this acronym couple of years, high dividend stocks have underperformed
after the press coverage associated with the Greek economic their non-dividend paying brethren largely due to the collapse
crisis, but for those of you who don’t, it is a moniker for the in financial stocks. Our new Worldwide High Dividend Yield
countries of Portugal, Ireland, Italy, Greece and Spain. These Value Fund, on the other hand, has outperformed its
are all wonderful countries, but all four of them are in benchmark by a considerable margin, although the cumulative
precarious financial shape due largely to their need to finance return since its untimely inception is still modestly negative.
ballooning budget deficits in an unaccommodating global The Fund rebounded nicely over the last year finishing up
capital market. When your very financial solvency becomes 45.19% through March 31, 2010 despite the fact that the
too dependent on the kindness of your creditors, bad things market advance was led largely by low quality, non-dividend
can, and sometimes do, happen. US policy makers should take paying issues.
note.
The focus of this Fund is on companies around the globe
One of the derivative effects of the Greek crisis has been that are undervalued and pay an above-average dividend yield.
to lower the value of the euro in US dollar terms. Who would Many of these companies also have a long and consistent
have thought several months back that the dollar would history of paying dividends and of increasing dividend payouts.
appreciate in the face of our own mounting deficits. The US Today, the portfolio consists of 37 companies from 10 different
dollar, according to at least one market commentator, has countries that are currently trading at a weighted average P/E
become “the most attractive horse in the glue factory.” For of 12 to 13 times estimated 2010 earnings; the common stocks
investors investing in euro-based stocks, this, of course, in the held in the portfolio have a weighted average dividend yield of
short run can dilute returns to the extent one has not hedged 4.1%. (Please note that the weighted average dividend yield is not
their euro-based currency exposure. However, over the longer representative of the Fund’s yield, nor does it represent the Fund’s
term, empirical data still suggests that foreign currency performance. The figures solely represent the weighted average
translations tend to be neither dilutive or additive to total dividend yield of the common stocks held in the Fund’s portfolio.
international returns. As you know, the perceived foreign Please refer to the 30-Day Standardized Yield in the performance
currency exposure in our flagship fund, the Tweedy, Browne charts on page I-3 and I-4 for the Fund’s yields.)
Global Value Fund is hedged back into the US dollar to the
In addition, the majority of the companies in the portfolio
extent practicable, and as a result, the returns from our euro-
have increased their dividend consistently over many, many
based holdings have been largely protected from the euro’s
years. For example, Coca-Cola has increased its dividend every
recent weakness.
year for the last 48 years, and has grown its dividend at over
Last October, we established the new Tweedy, Browne 10% per year over the last five years. Emerson Electric has
Global Value Fund II – Currency Unhedged in order to offer increased its dividend each year for the last 53 consecutive
investors another opportunity to invest with us on an years, including during the peak of the financial crisis, and has
unhedged basis. For investors who, for diversification purposes, grown its dividend at over 10% per year over the last five.
want exposure to the foreign currencies in which their Johnson & Johnson has raised its dividend every year for the
investments are denominated, or have a point of view last 47 years, and has grown its dividend at nearly 12% per year
regarding the future strength or weakness of the US dollar, they over the last five years. The list goes on and on. While there
now have another unhedged alternative at Tweedy, Browne. will certainly be the occasional disappointment in terms of a
While it is impossible to know what the future may hold for company that cuts its dividend, we think that this should be an
this Fund in terms of returns, if past historical relationships infrequent event in the portfolio we have put together.
hold, this Fund should produce returns over the long term that Conservatively, if our companies are able to grow their earnings
are quite comparable to those of our original Global Value at 3% to 5%, and continue to pay a dividend yield of
Fund. Entry points are important for long term value investors approximately 4%, and the current P/E multiple remains
I-9
constant, we may be able to generate total returns on these selected, high quality, globally diversified companies today pay
securities that are nearly double that offered by high grade dividend yields that are competitive with long bond yields, and
corporate bonds held to maturity. If we get some modest despite the potential for capital loss inherent in equities, may
multiple expansion in addition to continued growth in provide investors with a hedge against inflation. We often refer
dividends, the returns could be even better. Of course, any to these dividend-yielding equities as “growth bonds,”
portfolio comprised of stock will present risks that bonds do producing a steady and often growing “coupon” coupled with a
not.* For example, in a rising interest rate environment, the reasonable, but of course not guaranteed, prospect for capital
prospect for multiple expansion could be significantly more appreciation. Also, at least so far, the Obama administration
muted. In fact, if the P/E multiple on our stocks contracted in has given indications that it would be in favor of dividends
such an environment, our total returns may not turn out to be continuing to be tax advantaged consistent with capital gains.
as good as we have suggested. Of course, bonds would most However, one can never predict the future course of polices
certainly face principle erosion as well in such an environment. coming out of Washington.
Investors should also bear in mind that for purposes of this Here are just two examples of the kind of companies this
discussion, we are talking about the returns on the equity Fund owns:
securities in our Fund and not the return on the Fund itself.
Philip Morris International is the world’s leading
According to Standard & Poor’s, over the very long term, international tobacco company, maintaining and growing a
dividends have accounted for a little over a third of the total 26% market share of the international tobacco market
returns produced by equities, but over the last 25 years this excluding the US and China, which currently severely limits
percentage has dropped due to robust stock market returns and outside competition. It was spun off from its parent, Altria, in
the tendency by corporate managements to buy back stock to March 2008. Philip Morris currently has a leading market
support their options instead of paying dividends. This could share in Western Europe, Eastern Europe, Turkey, Mexico,
be about to change. According to Howard Silverblatt, a senior Argentina, and Indonesia. In contrast to the US tobacco
analyst at Standard & Poors, companies in the S&P 500 are market, there continues to be some unit volume growth in
sitting on cash today equivalent to nearly 10% of their market cigarettes outside the United States, particularly in the
value, a near record.e This amounted to approximately $831 emerging markets. The company is well situated to continue to
billion for companies in the S&P 500 outside of the financial grow its market share.
sector at year end.f This gives corporate managements a variety
Today, the company trades at less than 13 times 2010
of options to enhance shareholder value. They can use the
earnings and less than 12 times estimated 2011 earnings, and
cash to buy back stock, pay down debt or increase their
pays a dividend yield of 4.5%. In terms of its dividend history,
dividends. This is all good. Unfortunately, they could also use
since it was spun out from its parent in 2008, we can only look
the cash to make value-destructive acquisitions. We think in
to Altria’s record. Its former parent has raised its dividend
the near term this is not as likely given the financing
payout, adjusted for spin-offs, in every year for the last 31 years.
environment, and the recent run-up in asset prices. That said,
Philip Morris International is a free cash flow generating
we are well aware of corporate America’s generally poor record
machine, and we would expect its record of growth in earnings,
in terms of capital allocation. Furthermore, with options now
cash flow and dividends to persist well into the future. Its
treated as an expense in corporate accounting, more and more
estimated payout ratio (percentage of earnings paid out as
restricted stock plans are replacing option grants in incentive
dividends) at 64%, is considerably lower than its former
compensation schemes for corporate executives. Under a
parent’s (closer to 80%), which should also increase the
restricted stock plan, the executive over time generally receives
prospects for further increases in dividends. Furthermore,
the benefit of dividends as well as capital appreciation on his or
Philip Morris International has been buying back its own
her shares. The executive does not receive the dividend in
shares. In 2009, they spent $5.5 billion to buy back stock, and
option plans. The conversation in the executive office suite
announced a program to repurchase another $12 billion worth
may now change when considering whether to buy back stock
of stock over the next three years.
or simply increase the payout to shareholders.g
Another portfolio company held by the Worldwide High
If, as many commentators believe, we are about to enter a
Dividend Yield Value Fund is Conoco Phillips, the global oil
period where corporate earnings and in turn, equity returns, in
and gas company. This company has increased its dividend
the developed world will be constrained somewhat by
16% per year over the last five years. It is currently trading at
consumers reducing their household borrowings, and rather full
roughly 9.6 times 2010 earnings and 7.5 times 2011 earnings.
current P/E multiples, dividends may once again constitute a
Furthermore, with the stock today trading in the mid 50s, it is
very significant part of total equity returns. As Baby Boomers
currently selling at two-thirds of our rather conservative
move into retirement, they may very well demand a healthy
estimate of its underlying intrinsic value.
dividend to partially satisfy their need for income. With
interest rates down to extraordinarily low levels, investors are
also looking for yield wherever they can find it. Many carefully
* 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.
I-10
In March, Conoco announced a change in its business wait. Elliott Larner spends the bulk of his time studying
strategy. It intends to sell off some non-strategic assets and use dividend stocks. He is a soft spoken gentleman, but behind
some of the proceeds for shareholder distributions, i.e., share that façade lurks a value “junky” who literally made his value
buybacks and dividends. They have indicated that they intend bones in high yield bond analysis before joining Tweedy.
to increase shareholder distributions from 25% to 40% of Today, Elliott quarterbacks the research effort in high dividend
operating cash flow, which is more in line with other integrated stocks, doing original research himself, and coordinating the
oil companies. On April 12, it announced a sale of its 9% stake efforts of our other analysts in dividend stocks.
in a Canadian oil company for $4.6 billion, and is currently Laura Jereski joined Tweedy, Browne in 1998 after a long
shopping half of its 20% stake in Lukoil, the large Russian oil and colorful career in journalism at media outlets such as
company. In March, it raised its dividend by another 10%. BusinessWeek, Forbes and The Wall Street Journal, where she
Today, we believe high quality dividend-paying equities focused a good bit of her attention on financial institutions,
trading at roughly 13 times earnings (7.7% earnings yield) with most notably hedge funds. Her investigative reporting skills
a currently tax advantaged dividend yield of approximately 4%, have been put to good use over the years at Tweedy, Browne, in
represent an attractive alternative to high grade corporate companies such as Hollinger International, MBIA, Central
bonds, which yield in aggregate approximately 4% taxed at Newspapers, and Wellpoint, among a host of others. Her
ordinary income tax rates, particularly in light of what appears determined and tenacious nature, which has served her well in
to be increasing odds of a future inflation and higher interest her analytical work, caused Conrad Black several years ago to
rates. We make this statement mindful of the differences refer to her as, “that Rottweiler analyst at Tweedy, Browne.” He
between equities and bonds as more fully described on page meant it as an insult, but we took it as a high compliment of
I-10 above. Bill Gross, at PIMCO, seems to agree. In a recent her research skills.
interview, he indicated that bonds have seen their best days. In Roger DeBree, resident in our London research office, is a
December, he began establishing new equity mutual funds.h Dutchman who joined Tweedy, Browne in 2000. After a stint
in the Royal Dutch Navy, he joined ABN Amro and later
Tweedy, Browne’s Analysts
MeesPierson, the Dutch private bank, where he spent his time
In our last report, we mentioned that we hired two new as a sell-side analyst covering the likes of Tweedy, Browne. We
analysts back in July 2009: Dave Krasne and Sean McDonald. got to know Roger over a number of years and became quickly
As experienced analysts, they hit the ground running and have aware of his penchant for deeply undervalued and often smaller
proven to be terrific additions to our investment team. European companies, which were always of great interest to his
Dave did the work on two stocks that have made their way into value-oriented clients, but unfortunately didn’t generate much
the Tweedy, Browne Worldwide High Dividend Yield Value in the way of commissions for his employer. Their loss was our
Fund: Vodafone, the large UK-based telecommunications gain. When Roger is not doting on his wife and five children
company, and Exelon, the leading nuclear utility in the US. or playing classical guitar, you can find him rooting around in
Sean, on the other hand, has been a little bit like the Maytag European beer companies, Mexican Coca-Cola bottlers, and
repair man when it comes to his work in the emerging markets. any number of other non-US companies that are cheap and
Although he has researched a number of prospective compounding their intrinsic value.
candidates, none have quite met our deep value pricing Olivier Berlage, also attached to our London research
requirements. His day will come, and when we get a market office, joined Tweedy, Browne in 2002 to spend time
break in the emerging markets, Sean and the rest of our team researching equities in the Far East, particularly Japan. Olivier
will be ready. got his advance degree from the University of Tokyo in 1995
We thought we would take a moment to briefly describe and upon graduation joined NEC Corporation, the Japanese
the other members of our research team, the unsung heroes of computer electronics firm. He moved to McKinsey & Co. in
Tweedy’s investment process. They are talented and 1998, where he spent time in their valuation group consulting
passionate, and several of these folks could take our seats at the with major European corporations prior to joining Tweedy,
Managing Director table, and someday will … our only Browne. He is fluent in Japanese and deeply knowledgeable of
advantage is that we were here first. As a group, they have Japanese culture. He loves Japanese food and when he is not
spent, on average, over 10 years at Tweedy, Browne. trying to uncover the best in Asian cuisine in some European
Frank Hawrylak and Elliot Larner are the senior statesmen capital, you can find him knee deep in a Japanese or South
of the group, having joined the firm on the same day 24 years Korean company’s annual report. While our exposure to Japan
ago. Frank has covered the entire waterfront at Tweedy over has been quite modest in recent years, he has been a significant
the years, from his early days studying inactively traded stocks contributor to our Asian portfolio.
and “net current asset stocks” to his recent work in the oil Jay Hill joined Tweedy, Browne in 2003 from Providence
patch in portfolio holdings such as Devon Energy and Conoco Capital, a small investment boutique that focused on activist
Phillips. He gives new meaning to the term “cheapskate” when investing in largely undervalued public companies. We got to
it comes to his own money and our research process. He’s been know him during our controversy with Conrad Black, where
house shopping for the last 10 years, but has yet to find Providence was also involved, with Jay doing much of their
anything in the New York area remotely mispriced enough to research. We were so impressed with his work that we offered
catch his interest. That said, he knows value when he sees it, him a job and were fortunate that he accepted. Jay loves value
and by last March at the height of the crisis, he was “all in” in investing just about as much as he loves his hometown
stocks in his personal portfolio. The house will simply have to basketball team, the San Antonio Spurs; and that is practically
I-11
boundless. Having spent five years early in his career at big In our minds, turnover is equated with taxes, and we think of April
banks in leveraged lending as a credit analyst, Jay was one of 15th as a national day of mourning. (March 31, 1997)
the first at our shop to notice the deterioration in lending
standards which served as the catalyst for the private equity Combining insider purchases with low price earnings or low price to
acquisition binge in 2006 and 2007. When not shooting hoops book value criteria may provide even better performance. We think
or looking after his wife and two young children, you will often it may be like finding a spouse who is good looking, intelligent, per-
find Jay studying the financial details of a recent merger or sonable, kind and rich all rolled into one. (March 31, 1997)
acquisition in an effort to uncover what was actually paid in
terms of a multiple of operating income, book value or A reporter recently asked us what the significance of co-investing
earnings. Jay did the initial workup on numerous companies with our clients was. We responded that it was a bit like going to a
which are resident in all four of our Funds today. doctor who prescribed a course of action for you that was different
David Browne, the youngest skeptic on our analytical from what he or she would prescribe for themselves or their family.
team, joined Tweedy in 2005. David knew he wanted to be a We want the same medicine the doctor would take. We do not have
value investor early on in his college days at Colgate University any other prescription for your money than we have for our own,
penning his senior thesis on the case for active versus passive
investing. He brings a deep skepticism to his analytical work, and that will not change. (March 31, 1997)
which has been critically important to the success he has If you were going to take up golf, you would not take a bag of clubs
achieved as a Tweedy analyst. There are numerous stocks in our
Funds’ portfolios today that David originally uncovered, and start swinging. You would learn the use of each club and the
including SK Telecom, our railroad stocks, i.e., Burlington proper way to swing. You would take time to find out what success-
Northern, Norfolk Southern, and Union Pacific, Adris Grupa, ful golfers do. Why should investing be any different? (March 31,
and Grupo Aeroportuario, among others. When he is not 1998)
hitting a squash ball, you can find him ferreting out free cash
flow yields on any number of non-U.S. equities. Isaac Newton was also convinced of the validity of his theory of grav-
ity, and he knew that if he threw a ball into the air, it would return
A Tragic Note to earth in 10 seconds. However, if a tornado came along and
On a tragic note, we were deeply saddened by the passing picked up the ball, it might not return to earth for 55 seconds. It
of our dear friend and colleague, Chris Browne, in mid- would still return to earth, but if you bet your entire net worth that
December of last year. Chris joined Tweedy, Browne after it would not take longer than 15 seconds, it would not matter that
graduating from the University of Pennsylvania in 1969, and you were fundamentally correct. (September 30, 1998)
became a partner of the Firm in 1974. Chris was the second
generation of Brownes to work at Tweedy, Browne, following in We believe investing is like flying in an airplane. Occasionally, we
the footsteps of his father, Howard Browne. As we mentioned will encounter some air turbulence, but that does not prevent us from
in our Semi-Annual Report, last summer Chris formally took a reaching our final destination. In times of turbulence, we merely
step back from his daily involvement and became a senior tighten our seat belts and wait for smoother flying. (September 30,
advisor to the firm. His tenure at Tweedy spanned some 40
years, during which time Tweedy, Browne evolved from being a 1998)
rather small investment advisor to a global investment When you borrow money, you get in bed with a partner whose goals
manager for individuals and institutions and family groups from
all over the world. may ultimately differ from yours, or whose view of the future may
change, forcing you to do things you might not otherwise do, or even
Chris was a smart, generous, charming, and intellectually
go bankrupt. (September 30, 1999)
curious man with a quick mind and a razor sharp wit. Over the
years, he played a significant role in our communications with Corporate managers who can deliver quarterly earnings per share
clients and prospective clients. We thought one way to pay
that match or slightly exceed analysts’ estimates are rewarded with
tribute to Chris would be to highlight some of his more
memorable “Chris-isms.” Perhaps you will remember some of higher and higher price earnings ratios for their companies. This is
them from past shareholder letters and his book, “The Little like doubling and redoubling your bets on a guy who can continue to
Book of Value Investing”. roll doubles in a game of craps. (September 30, 2002)
Our general policy on allocation of assets to countries is that if we Market timing would be a wonderful investment tool, if only it
fear for our physical well-being in contemplating a visit to a country, worked….instead market peaks and troughs are more like earth-
we probably should not invest there. (September 30, 1993) quakes. We know they happen, we can even predict with some
accuracy where they will happen. We just cannot predict when they
… the caribou factor. When a hunter looks into the woods, he can- will happen. The “when” is what is really important. (March 31,
not see the caribou until it moves. After it moves, it seems obvious 2004)
where the beast had been standing all the time…..if investors knew
what was going to make the market decline in the future, it would We believe it is important for shareholders to act like owners. If we
have already declined. (March 31, 1997) don’t, who will? (March 31, 2004)
I-12
Value investing requires more effort than brains, and a lot of References
patience. It is more grunt work than rocket science. But over time, a. John C. Bogle, “Black Mondays and Black Swans,”
investors should continue to be rewarded for buying stocks on the Remarks before the Risk Management Association, Boca
cheap. (Little Book of Value Investing, page 156) Raton, FL, October 11, 2007.
b. Peggy Noonan, “Look Ahead With Stoicism – and
I like to think of Tweedy, Browne as the Vatican City of value
Optimism,” The Wall Street Journal, January 2, 2010. Print
investing, and although we do not have a Pope, we have great cardi-
nals and bishops. (The Little Book of Value Investing, page xx, c. John C. Bogle, “Restoring Faith in Financial Markets,” The
Wall Street Journal, January 19, 2010. Print
2007)
d. Peter Tasker, “Beware The Lure of GDP When Seeking
It is highly unlikely that two out of three of us on the Management Stocks in BRICs,” The Wall Street Journal, January 12,
Committee would ‘‘go overboard’’ at the same time. We know the 2010, Sec. C (Money & Investing).
saying that ‘‘a camel is a horse designed by a committee,’’ but we e. David Reilly, “Companies Should Keep Their Cash Stashes.”
believe we operate with an unusual degree of agreement. We have Ahead of the Tape, The Wall Street Journal, May 10, 2010.
not assembled a team of people with diverse talents or opinions. We f. Joseph Lisanti, “Buybacks, Dividends Grow - Quite Slowly,”
all think the same way; we also always seem to vote in elections the April 5, 2010. www.nydailynews.com.
same way. Basically, we are fungible. If, heaven forbid, something g. William Priest, “It’s Payout Time,” Forbes, March 29,
happened to one of us, there is little chance of any change in our 2010, p. 170.
investment philosophy or approach. Tweedy, Browne is a pretty h. Tom Keene and Susanne Walker, “A Bond King Turns
quiet, boring place. We have no heated debates, just calm discus- Bear,” Bloomberg Businessweek, April 12, 2010, p. 72.
sions. We have an investment process that, hopefully, will continue
after us. (September 30, 1998)
Chris made an immeasurable contribution to our Firm
during his 40-year tenure at Tweedy, Browne. His keen
intellect, generous spirit and boundless wit will be deeply
missed.
Very truly yours,

TWEEDY, BROWNE COMPANY LLC
William H. Browne
Thomas H. Shrager
John D. Spears
Robert Q. Wyckoff, Jr.
Managing Directors
May 2010
I-13
Footnotes: accurate, complete or timely. Neither Morningstar nor
(1) Indexes are unmanaged, and the figures for the indexes shown its content providers are responsible for any damages or
include reinvestment of dividends and capital gains losses arising from any use of this information. Past
distributions and do not reflect any fees or expenses. Investors performance is no guarantee of future results.
cannot invest directly in an index. We strongly recommend (7) As of March 31, 2010, Tweedy, Browne Global Value,
that these factors be considered before an investment decision Tweedy, Browne Global Value Fund II – Currency
is made. Unhedged, Tweedy, Browne Value Fund and Tweedy,
(2) MSCI EAFE Index US$ is an unmanaged capitalization- Browne Worldwide High Dividend Yield Value Fund had
weighted index of companies representing the stock markets of invested the following percentages of its net assets,
Europe, Australasia and the Far East. MSCI EAFE Index respectively, in the following portfolio holdings: Bayer
Hedged consists of the results of the MSCI EAFE Index (0.0%, 0.0%, 0.0%, 0.0%); Hollinger International
hedged 100% back into US dollars and accounts for interest (0.0%, 0.0%, 0.0%, 0.0%); Volkswagen (0.0%, 0.0%,
rate differentials in forward currency exchange rates. Results 0.0%, 0.0%); Heineken (4.1%, 3.2%, 4.1%, 0.0%);
for both indexes are inclusive of dividends and net of foreign Unilever (3.8%,1.6%, 3.7%, 2.9%); Nestle (4.2%,
withholding taxes. 3.2%, 4.6%, 2.0%), Diageo (3.2%, 2.7%, 4.3% 2.8%);
Philip Morris International (2.1%, 2.8%, 3.1%, 2.9%);
(3) Inception dates for the Global Value Fund, Global Value Novartis (3.0%, 2.2%, 2.7%, 3.0%); Brown and Brown
Fund II – Currency Unhedged, Value Fund and Worldwide (0.0%, 0.0%, 1.4%, 0.0%); Exelon (0.0%, 0.0%, 0.0%,
High Dividend Yield Value Fund were June 15, 1993, 3.4%); BAE Systems (0.0%, 2.3%, 0.0%, 2.7%);
October 26, 2009, December 8, 1993, and September 5, Berkshire Hathaway (1.2%, 0.0%, 2.4%, 0.0%);
2007, respectively. Information with respect to MSCI EAFE Burlington Northern (0.0%, 0.0%, 0.0%, 0.0%); Total
indexes used is available at month end only; therefore the (3.0%, 2.9%, 2.8%, 2.9%); Emerson Electric (0.0%,
closest month end to the Global Value Fund and the Global 0.0%, 3.1%, 3.4%); 3M (0.0%, 0.0%, 2.0%, 0.0%);
Value Fund II – Currency Unhedged’s inception dates, May Coca-Cola (2.8%, 0.0%, 0.0%, 2.3%); Johnson &
31, 1993 and October 31, 2009, respectively, were used. Johnson (0.0%, 2.8%, 3.1%, 2.4%); ConocoPhillips
(4) The MSCI World Index is a free float-adjusted market (0.7%, 1.8%, 2.0%, 2.4%); Lukoil (0.0%, 0.0%, 0.0%,
capitalization weighted index that is designed to measure the 0.0%); Vodafone (0.0%, 0.0%, 0.0%, 2.9%); Devon
equity market performance of developed markets. The MSCI Energy (0.1%, 0.0%, 2.2%, 0.0%); MBIA (0.0%,
World Index (US$) reflects the return of this index for a US 0.0%, 0.0%, 0.0%); Central Newspapers (0.0%, 0.0%,
dollar investor. MSCI World Index (Hedged to US$) consists 0.0%, 0.0%); Wellpoint (0.0%, 0.0%, 0.0%, 0.0%); SK
of the results of the MSCI World Index with its foreign Telecom (2.2%, 0.9%, 0.9%, 1.7%); Norfolk Southern
currency exposure hedged 100% back into US dollars. The (0.0%, 0.0%, 1.4%, 2.0%); Union Pacific (0.0%, 0.0%,
index accounts for interest rate differentials in forward 1.6%, 0.0%); Adris Grupa (0.2%, 0.0%, 0.0%, 0.0%);
currency exchange rates. Results for this index are inclusive of and Grupo Aeroportuario (0.0%, 0.0%, 0.0%, 0.0%).
dividends and net of foreign withholding taxes. Current and future portfolio holdings are subject to risk.
(5) S&P 500 Index is an unmanaged capitalization weighted Investing in foreign securities involves additional risks beyond
index composed of 500 widely held common stocks listed on the risks of investing in US securities markets. These risks
the New York Stock Exchange, American Stock Exchange include currency fluctuations; political uncertainty; different
and over-the-counter market and includes the reinvestment of accounting and financial standards; different regulatory
dividends. environments; and different market and economic factors in
(6) Investor return measures the experience of the average various non-US countries. In addition, the securities of small,
investor in a fund as defined by Morningstar. Investor return less well-known companies may be more volatile than those of
does not represent the performance of any one individual larger companies. Value investing involves the risk that the
investor or the actual performance of the fund as a whole. market will not recognize a security's intrinsic value for a long
The investor return is a dollar weighted return that time, or that a security thought to be undervalued may actually
incorporates the impact of cash flows and outflows from be appropriately priced when purchased. Please refer to the
purchases and sales and the growth of fund assets. The return Funds’ prospectus for a description of risk factors associated
takes into account the fact that not all of a fund’s investors with investments in securities which may be held by the Funds.
bought it at the beginning of the period and held it to the end. This letter contains opinions and statements on investment
In order to calculate the investor return, Morningstar first techniques, economics, market conditions and other matters.
calculates monthly cash inflows and outflows for a fund and Of course there is no guarantee that these opinions and
then calculates the returns earned on those flows. Investor statements will prove to be correct, and some of them are
return is the constant monthly rate of return that makes the inherently speculative. None of them should be relied upon as
beginning assets equal to the ending assets with all monthly statements of fact.
cash flows accounted for. Results are annualized. The gap Tweedy, Browne Global Value Fund, Tweedy, Browne Global
between investor return and total return indicates how well Value Fund II – Currency Unhedged, Tweedy, Browne Value
investors timed their fund purchases and sales. Fund, and Tweedy, Browne Worldwide High Dividend Yield
Morningstar, Inc. All Rights Reserved. The Value Fund are distributed by Tweedy, Browne Company LLC.
information contained herein: (1) is proprietary to This material must be preceded or accompanied by a prospectus
Morningstar and/or its content providers; (2) may not for Tweedy, Browne Fund Inc.
be copied or distributed; and (3) is not warranted to be
I-14

ANNUAL REPORT
March 31, 2010
II-1
Investment Adviser’s Note (Unaudited)

To Our Shareholders:
Presented below are investment results of the four Tweedy, Browne mutual funds through March 31, 2010, with comparisons
to the indices we consider relevant.
Tweedy, Browne Global Value Fund Tweedy, Browne Value Fund
Return after MSCI Return after MSCI
Return Taxes on EAFE MSCI Return Taxes on World
Return after Distributions & Index(1)(2) EAFE Return after Distributions & Index(1)(4)
Period Ended before Taxes on Sale of Fund (Hedged Index(1)(2) Period Ended before Taxes on Sale of Fund S&P (Hedged
3/31/10 Taxes* Distributions** Shares** to US$) (in US$) 3/31/10 Taxes* Distributions** Shares** 500(1)(5) to US$)
3 Months 4.39% 4.39% 2.85% 4.17% 0.87% 3 Months 4.45% 4.45% 2.89% 5.39% 4.63%
6 Months 12.67 12.80 8.95 7.22 3.06 6 Months 12.94 12.75 8.65 11.75 9.17
1 Year 58.85 59.04 39.26 44.82 54.44 1 Year 51.18 50.93 33.59 49.77 46.52
3 Years -2.96 -3.95 -2.34 -7.24 -7.01 3 Years 0.03 -1.20 -0.12 -4.15 —
5 Years 4.98 4.26 4.45 4.36 3.75 5 Years 3.55 2.27 2.93 1.92 —
10 Years 5.99 5.13 5.06 -0.33 1.27 10 Years 4.51 3.51 3.70 -0.65 —
15 Years 10.36 9.11 8.77 6.14 4.85 15 Years 8.93 7.95 7.71 7.74 —
Since Inception Since Inception
(6/15/93)(3) 10.22 9.07 8.74 5.47 5.24 (12/8/93)(3) 8.68 7.77 7.53 7.81 —
30-Day Standardized Yield as of 3/31/10: 0.92% 30-Day Standardized Yield as of 3/31/10: 0.75%
Total Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.41% Total Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.42%
and 1.41%, respectively† and 1.43%, respectively†
Tweedy, Browne Global Value Fund II – Tweedy, Browne Worldwide

Currency Unhedged High Dividend Yield Value Fund
Return after MSCI Return after
Return Taxes on MSCI EAFE Return Taxes on MSCI
Return after Distributions & EAFE Index(1)(2) Return after Distributions & World
Period Ended before Taxes on Sale of Fund Index(1)(2) (Hedged Period Ended before Taxes on Sale of Fund Index(1)(4)
3/31/10 Taxes* Distributions** Shares** (in US$) to US$) 3/31/10 Taxes* Distributions** Shares** (in US$)
3 Months 0.69% 0.69% 0.45% 0.87% 4.17% 3 Months 0.70% 0.70% 0.46% 3.24%
Since Inception 6 Months 8.61 8.46 5.79 7.44
(10/26/09)(3) 2.74 2.73 1.79 1.45 6.94 1 Year 45.19 44.17 29.53 52.37
30-Day Standardized Yield (Subsidized) as of 3/31/10: 0.74% Since Inception
30-Day Standardized Yield (Unsubsidized) as of 3/31/10: 0.00% (9/5/07)(3) -3.41 -4.03 -3.19 -7.61
Gross Annual Operating Expense Ratio estimated for the fiscal years ended 3/31/09 30-Day Standardized Yield (Subsidized) as of 3/31/10: 2.13%
and 3/31/10 were 1.63% and 2.57%, respectively. †‡ 30-Day Standardized Yield (Unsubsidized) as of 3/31/10: 2.01%
Net Annual Operating Expense Ratio estimated for the fiscal years ended 3/31/09 and Gross Annual Fund Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.55%
3/31/10 were 1.38% and 1.38%, respectively.†‡ and 1.47%, respectively†‡
Net annual Operating Expense Ratios as of 3/31/09 and 3/31/10 were 1.38% and
1.38%, respectively †‡
* 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 investor’s 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 II-6 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
II-2
fee on redemption proceeds for redemptions or exchanges made benchmark indices on an average annual basis. Over the last
within 60 days of purchase. Performance data does not reflect the 10 years, an initial investment of $100,000 in the Tweedy,
deduction of the redemption fee, and if reflected, the redemption fee Browne Global Value Fund and Tweedy, Browne Value Fund
would reduce the performance data quoted for periods of 60 days or were worth approximately $178,960 and $155,400,
less. The expense ratios shown above reflect the inclusion of acquired respectively, at the end of the period. By comparison, over the
fund fees and expenses and may differ from those shown in the last 10 years, initial investments of $100,000 in the MSCI
Funds’ financial statements. EAFE Index (Hedged to US$) and S&P 500 Index were worth
approximately $96,740 and $93,650, respectively, at the end of
‡ Tweedy, Browne Company LLC (the “Adviser”) has the period. These two Funds have also outperformed their
contractually agreed to waive its investment advisory fee respective benchmarks on an annualized basis by 539 and 435
and/or to reimburse expenses of the Worldwide High Dividend basis points, respectively, over this same 10-year period after
Yield Value Fund and Global Value Fund II — Currency taxes on distributions and an assumed sale of Fund shares, this
Unhedged to the extent necessary to maintain the total annual latter achievement being rare in the world of active investment
fund operating expenses (excluding fees and expenses from management.
investments in other investment companies, brokerage,
interest, taxes and extraordinary expenses) at no more than When measured on a rolling 10-year basis since inception
1.37%. This arrangement will continue at least through using monthly returns, the Global Value Fund outperformed its
December 31, 2011. In this arrangement the Worldwide High benchmark in 83 out of 83 possible 10-year holding periods
Dividend Yield Value Fund and Global Value Fund II — over the last 16 plus years it has been in existence, or 100% of
Currency Unhedged have agreed, during the two-year period the time. It also outperformed its benchmark in 90% of the
following any waiver or reimbursement by the Adviser, to repay rolling 5-year periods. The Value Fund was no slouch either,
such amount to the extent that after giving effect to such outperforming the S&P 500 in 94% of the rolling 10-year
repayment such adjusted total annual fund operating expenses periods and 60% of the rolling 5-year periods. Perhaps more
would not exceed 1.37% on an annualized basis. The importantly, our Funds have an unblemished record of
performance data shown above would be lower had fees and outperforming their benchmarks in every down market (as
expenses not been waived and/or reimbursed. measured on a calendar year basis) since their respective
inceptions.*
It’s a well known fact that only a small percentage of
Successful investing is often about the ability to keep your active equity managers beat their benchmark indices over the
wits about you when all hell is breaking loose in financial longer term. It’s another thing altogether to beat their
markets. This is understandably a daunting proposition even benchmarks after taxes. For example, since its inception nearly
for the most seasoned of professional investors. As a species, we 17 years ago, the Tweedy, Browne Global Value Fund’s
are not hard-wired to make rational economic decisions. For annualized return of 8.74% net of fees, expenses and taxes on
those who had the financial conviction to stand fast as the distributions and an assumed sale of fund shares was on an
crisis unfolded around them in March 2009, the last fiscal year annualized basis 327 basis points better than the MSCI EAFE
proved to be a good one, and our Funds did not disappoint. For Index (Hedged to US$) and 350 basis points better than the
the twelve months ending March 31, 2010, the Tweedy, MSCI EAFE Index (in US$) for the same period. An
Browne Global Value Fund, Tweedy, Browne Value Fund, and investment of $100,000 in the Tweedy, Browne Global Value
Tweedy, Browne Worldwide High Dividend Yield Value Fund Fund at its inception nearly 17 years ago grew to $408,100 net
were up 58.85%, 51.18% and 45.19%, respectively. These were of fees, expenses and taxes on distributions and an assumed sale
the best March 31 fiscal year returns in the Funds’ respective of fund shares on March 31, 2010. By comparison, an initial
histories. Our new Fund, Tweedy, Browne Global Value Fund investment of $100,000 in the MSCI EAFE Index (Hedged to
II-Currency Unhedged, also got off to a good start from its US$) increased to $245,160 over the same nearly 17-year
inception in October 2009, although it is still a work in period. Setting our humility aside for a moment, we think this
progress. All in all it was an extraordinary year, particularly in is pretty thin air in the investment management business.
light of where we were back in early March 2009.
Nevertheless, given the extent of the down draft in 2008 and While the past 10 years has produced a rather dismal rate
early 2009, we are painfully aware that we have more ground to of return in general for equities, we would caution against a
make up. wholesale retreat from equity markets on the basis of what one
reads in the financial media about the “lost decade of stock
A lot has been written about what an awful decade this investing.” It is worth keeping in mind that the beginning
has been for equity investors, as measured by the flat to point for measurement was March 2000, near the peak of the
negative compound returns of most broad market indices. For dot-com frenzy when technology stocks represented
our shareholders it has been somewhat of a different and better approximately 32.9% of the S&P 500 index and the
story, although our equity returns for the decade were certainly NASDAQ index had peaked at over 5000. If one were to look
not at the levels we saw in the 80s and 90s. Over the last 10 at the previous 15 or 20 years ending in 2009, the picture is
years, the Tweedy, Browne Global Value Fund compounded at decidedly different with the S&P 500’s total return (including
5.99% and the Tweedy, Browne Value Fund compounded at dividends) compounding at 8.03% and 8.19%, respectively, for
4.51%, or 632 and 516 basis points better than their respective these periods. As an aside, it is a well established tenet in
* This record may not be duplicated in the future. Moreover, there may be time periods when the Funds underperform for an extended period
of time.
II-3
behavioral finance that many investors place far greater weight non-dividend paying issues, and today we believe offer
on a more recent set of factors and extrapolate them well into investors much better value. For example, in calendar year
the future, often to their financial detriment. Now it is 2009, the 370 stocks in the S&P 500 that paid some kind of a
undeniable that entry point has an enormous impact on returns dividend were up 27.7% on average versus a return of 82.4% for
measured over subsequent periods and had you put everything the stocks that did not pay a dividend. The same held true for
into an index fund such as the S&P 500 in March of 2000, you global equities, with the stocks that pay a dividend in the
are, rightfully, not a very happy investor. However, if you were MSCI World Index up approximately 32% versus a return of
fortunate to have made periodic investments over the 10-year 75% for the stocks in the index that did not pay a dividend. In
period, no doubt your outcome would look different. Our point general, the higher the dividend yield, the lower the total
is that while a lot has been written about this period, we think return in 2009. As we moved closer to year-end, dividend
it represents an incomplete picture and provides little guidance stocks perked up, and were in part responsible for our Funds’
about the future. strong results over the last six months.
While it is impossible to know how global equity markets MSCI World Index (constituents as at December 31, 2009)
are likely to perform in the short term, we believe there is good Total Return Year-to-Date through December 31, 2009
reason to be optimistic in the long term despite the serious
Weighted P/E Ratio
macroeconomic headwinds we are currently facing. As we # of Weight of Weighted YTD Total (Forward)**
mentioned in our last report, the last time we faced a year like Companies* Total Index Yield Return 2010 E 2011 E
2008 was in 1973-1974, when the prices of the “nifty fifty” Non-Payers 316 13.91% - 74.96% 18.72 16.89
growth stocks collapsed, sending equity markets into a tailspin Dividend Payers 1,340 86.09% 3.03 32.30% 16.96 15.30
Total Index 1,656 100.00% 2.61 38.23% 17.20 15.52
that resulted in a loss of approximately 50%. Over the next 10
years, the S&P 500 and the MSCI EAFE Index compounded With Yield > 3% 480 36.26% 4.91 25.25% 14.86 13.13
nominally at 14.8% and 13.5%, respectively, per year despite With Yields > 3%
debilitating inflation during the Carter Administration that and < 6% 378 30.04% 4.27 26.40% 15.27 13.49
drove interest rates to as high as 21% in 1980. Investors who The MSCI World Index is a free float-adjusted market capitalization weighted index that is
are concerned about the economic headwinds we are currently designed to measure the equity market performance of developed markets. The MSCI World
facing should not lose sight of the fact that cheap valuations Index (US$) reflects the return of this index for a US dollar investor.
can often offset a lot of macroeconomic ills. Global equity * Using the Index’s constituent members as of December 31, 2009
market valuations during the recent crisis did not get as cheap ** Excludes Values >100
Note: “Dividend Payers” are companies in the index that have a 12-month Dividend Yield >
as they did in 1974. Nonetheless, back in October 2008 and 0%
March 2009, many stocks were very attractively priced. Even
after the run-up in equity prices since March 2009, we think Today, the top 25 holdings in our four Funds continue to
more price-sensitive, value-oriented portfolios such as ours are be comprised in large part of less cyclical, steadier dividend-
still reasonably valued. While we can provide no guarantees paying companies with more sustainable demand
regarding future returns, we nevertheless believe that when characteristics. We frequently refer to these kinds of companies
looking back five-to-ten years from now, even from these levels as financial “Suburbans,” companies that are able to weather
in the market, this will have proven to be a pretty good time to difficult markets, that are for the most part globally diversified,
be actively investing. have solid balance sheets, sell products to an aspiring and
As we discussed in our last report to you back in the Fall growing global middle class, and pay an attractive yield. Many
of last year, significant changes were made across all of our Fund of these companies, such as Heineken, Unilever, Nestle,
portfolios during the heat of the crisis. For the first time in a Diageo, Philip Morris International, and Novartis, among a
long time, widespread fear created pricing opportunities in host of others, derive a surprising amount of their revenues and
higher quality, growing businesses, and we took advantage. profits from the emerging markets. Above all, we think that
We were able to buy oil stocks as oil prices came down; we these companies continue to trade at reasonable valuations.
established positions in three railroad companies; we acquired For example, the top 25 holdings shown in the following charts
interests in a number of high quality “better businesses”; we for both the Global Value Fund and the Value Fund as of
were able to repurchase some high quality industrial cyclicals March 31, 2010, were trading on average at approximately 14
we had owned in the past; and there were even a few Ben to 15 times estimated 2010 earnings and had a dividend yield
Graham “net current asset stocks” (stocks trading at discounts on average of 2.7% (Value Fund) and 3.3% (Global Value
to their current assets less all liabilities senior to the common Fund). (Please note that the average dividend yields shown below are
stock) that we were able to add to our Funds’ portfolios. These not representative of the Funds’ yields, nor do they represent the
new positions took up residence alongside some of the globally Funds’ performance. The figures solely represent the average
diversified consumer products companies that have been weighted dividend yield of the top 25 common stocks held in each
staples in our Funds’ portfolios for some time. Fund’s portfolio. Please refer to the 30-Day Standardized Yields in
As with previous stock market collapses, the bounce off the performance charts on page II-2 for the Funds’ yields.) While
the bottom back in early March of last year was led by lower these price-to-earnings ratio (“P/E”) multiples are at a modest
quality stocks, those that suffered the worst declines during the discount to market multiples, the multiples for many of these
downturn. While most stocks were up nicely for the calendar companies would be even lower if measured against more
year, steadier, higher quality businesses, particularly those that normalized earnings power.
pay a dividend, significantly underperformed lower quality
II-4
Global Value Fund’s Top 25 Holdings as of 3/31/10 Value Fund’sTop 25 Holdings as of 3/31/10
Forward P/E Ratio* Div % of Total Forward P/E Ratio* Div % of Total
Security 2010 E 2011 E Yield* Fund Equity Security 2010 E 2011 E Yield* Fund Equity
AXEL SPRINGER AG 13.82 11.42 5.10% 4.79% NESTLE SA 16.31 14.99 2.90% 5.05%
NESTLE SA 16.92 15.42 2.96 4.74 DIAGEO PLC 15.08 13.58 2.62 4.72
HEINEKEN HOLDING NV 13.65 11.69 2.43 4.70 HEINEKEN HOLDING NV 13.65 11.69 2.43 4.54
CNP ASSURANCES 8.97 8.05 4.29 4.44 UNILEVER 14.66 13.36 3.60 4.09
UNILEVER 15.16 13.90 4.68 4.26 COMCAST CORP 14.65 13.11 2.10 3.73
MUNICH RE 10.32 9.30 4.79 3.86 MUNICH RE 10.32 9.30 4.79 3.66
DIAGEO PLC 15.47 14.05 3.70 3.64 WAL-MART STORES INC 13.91 12.67 2.18 3.62
KONE CORPORATION 17.30 16.33 2.12 3.61 JOHNSON & JOHNSON 13.28 12.19 3.01 3.47
NOVARTIS AG 11.40 10.60 3.69 3.45 PHILIP MORRIS INT’L 13.62 12.31 4.45 3.45
TOTAL SA 9.64 8.56 5.30 3.36 EMERSON ELECTRIC 20.61 17.22 2.66 3.45
AKZO NOBEL 14.16 12.00 3.20 3.15 AMERICAN NAT’L INS 25.23 25.23 2.71 3.32
LINDE AG 16.57 14.49 2.04 2.90 TOTAL SA 9.64 8.56 5.30 3.10
GESTEVISION TELECINCO 24.88 17.77 2.50 2.83 NOVARTIS AG 11.40 10.60 3.69 2.98
COCA-COLA FEMSA 17.19 14.46 0.83 2.82 TRANSATLANTIC HLDGS 8.37 7.82 1.52 2.87
HENKEL KGAA 15.03 12.95 1.49 2.80 HENKEL KGAA 15.03 12.95 1.49 2.79
SK TELECOM 8.74 7.65 5.42 2.54 BERKSHIRE HATHAWAY 22.34 21.05 0.00 2.68
PHILIP MORRIS INT’L 13.62 12.31 4.45 2.41 NAT’L WESTERN LIFE INS 13.17** 13.17** 0.20 2.62
FRASER & NEAVE 13.37 12.12 2.81 2.31 CNP ASSURANCES 8.97 8.05 4.29 2.56
SCHIBSTED 20.01 14.55 1.00 2.26 LEUCADIA NAT’L CORP 13.78** 13.78** 0.96 2.42
ROCHE HOLDING AG 12.97 11.71 3.51 2.13 DEVON ENERGY 10.50 9.41 0.99 2.40
CANON INC 24.29 19.74 2.57 1.95 LINDE AG 16.57 14.49 2.04 2.17
GRUPO CONTINENTAL 13.73 12.72 4.02 1.54 3M CO 16.32 14.70 2.51 2.16
HONDA MOTOR CO LTD 22.87 16.26 1.09 1.47 CONOCOPHILLIPS 8.72 6.86 4.30 2.15
KOREA EXCHANGE BANK 8.96 8.53 3.78 1.44 GESTEVISION TELECINCO 24.88 17.77 2.50 2.12
BERKSHIRE HATHAWAY 22.34 21.05 0.00 1.40 UNIFIRST CORP 14.54 14.73 0.29 1.93
Weighted Averages & Totals: 14.76 12.76 3.31% 74.80% Weighted Averages & Totals: 14.64 13.23 2.65% 78.05%
* Source: Bloomberg * Source: Bloomberg
** P/E ratios based on Tweedy, Browne’s estimates
While we believe the value in global equity markets from our perspective, is that despite enormous ups and downs
continues to be in these larger, higher quality dividend paying in the economy and the world, businesses have done quite well
companies, markets have appreciated dramatically over the last over the years. It is sometimes easy to forget just how adaptive
year, and valuations are up across the board even in these and creative businesses are in a changing world and it is this
companies. That has slowed the pace of bargain hunting adaptability and creativity that has enabled them to prosper.
considerably, although undervalued stocks are still popping up, We believe the businesses we are invested in today have,
but at a much slower pace than during the crisis. Nevertheless, for the most part, the strength to withstand turbulence we may
we have added some new positions of late, including Brown encounter as we continue to pull ourselves out of the economic
and Brown, a US-based insurance broker; Exelon, the downturn. We believe that they currently trade at reasonable-
dominant nuclear utility in the US; BAE Systems, a UK-based to-attractive multiples, and should have the pricing power to
defense contractor; and Berkshire Hathaway, which we stay well ahead of an advancing inflation. There will no doubt
received in exchange for the bulk of our position in Burlington be bumps along the way that may challenge the resolve of
Northern when Berkshire consummated its acquisition of investors. However, we are quite confident that a rational and
Burlington in early February. All of these companies, with the value-oriented, businesslike approach to investing should
exception of Berkshire, pay a healthy dividend. continue to preserve and grow capital over the long term.
As we write this letter, the Dow Jones Industrial Average Today, approximately 10% of the net assets of the Tweedy,
has crossed 11,000, having advanced over 68% since the Browne Global Value Fund is invested in what we would
market bottom in early March of last year. The markets appear describe as the more developed of the emerging markets,
to be rather fairly valued, and many of our value-oriented primarily South Korea and Mexico. We are actively screening
brethren feel that the markets may indeed be somewhat ahead in Brazil and India today, but uncovering very little value.
of underlying fundamentals. Worries about the prospects for More importantly, as we mentioned in our last report to you, we
inflation and higher interest rates abound despite the have significant indirect exposure to the emerging markets
assurances of Fed Chairman Bernanke that such concerns are through a number of global multinationals that we own,
currently unwarranted. While it would not surprise us if the companies such as Nestle, Diageo, Unilever, Philip Morris
markets took a breather at some point, we would caution International, Heineken, Total and Emerson Electric, among a
against wholesale pessimism. World economies are currently in host of others. In our view, the valuations of these companies
“work out” mode, and are slowly adjusting to new fiscal remain quite reasonable and are largely free of corporate
realities. While policy makers may stumble from time to time, governance issues, which can plague local emerging market
we have great confidence in businesses, which are generally companies. For example, the US-based conglomerate 3M,
well ahead of governments in terms of rational behavior. One which we own in the Tweedy, Browne Value Fund, has a
fact we find interesting is that in 1964, the S&P 500 earnings publicly traded subsidiary in India called 3M India Ltd., which
were $4.76 per share. In 2009, the S&P 500 earnings were trades today at approximately 23x earnings before interest,
$59.65 per share (a year in which S&P 500 profits declined taxes, depreciation and amortization (“EBITDA”), 26x
substantially from the previous year). The interesting part, earnings before interest and taxes (“EBIT”), and 40x earnings.
II-5
This compares to the US-domiciled parent company’s As you know, we established the Tweedy, Browne
valuation of 17x earnings, 9x EBITDA, and 11x EBIT. From Worldwide High Dividend Yield Value Fund back in the Fall of
our point of view, the parent company today is practically fully 2007. In hindsight, it was a rather inauspicious time to start up
valued despite trading at less than half the multiple levels of its a new fund. The credit bubble was starting to burst, spawning
Indian subsidiary. Investing indirectly is often simply a cheaper a decline in equity markets over the ensuing 18 months the
and safer way to participate in these rapidly growing emerging likes of which we had not seen since the mid-70s. Over the last
markets. couple of years, high dividend stocks have underperformed
Last October, we established the new Tweedy, Browne their non-dividend paying brethren largely due to the collapse
Global Value Fund II-Currency Unhedged in order to offer in financial stocks. Our new Worldwide High Dividend Yield
investors another opportunity to invest with us on an Value Fund, on the other hand, has outperformed its
unhedged basis. For investors who, for diversification purposes, benchmark by a considerable margin, although the cumulative
want exposure to the foreign currencies in which their return since its untimely inception is still modestly negative.
investments are denominated, or have a point of view The Fund rebounded nicely over the last year finishing up
regarding the future strength or weakness of the US dollar, they 45.19% through March 31, 2010 despite the fact that the
now have another unhedged alternative at Tweedy, Browne. market advance was led largely by low quality, non-dividend
While it is impossible to know what the future may hold for paying issues.
this Fund in terms of returns, if past historical relationships Very truly yours,
hold, this Fund should produce returns over the long term that
are quite comparable to those of our original Global Value TWEEDY, BROWNE COMPANY LLC
Fund. Entry points are important for long term value investors
such as ourselves, and we are constructing the portfolio on a William H. Browne
stock by stock basis as pricing opportunities present themselves. Thomas H. Shrager
This is obviously more challenging in an advancing market, but John D. Spears
over time we expect that this new Fund’s portfolio will look
Robert Q. Wyckoff, Jr.
very much like our flagship Global Value Fund but without the
currency hedges. More information regarding this newer fund Managing Directors
can be obtained by calling Shareholder Services at 1-800-432- May 2010
4789, or by visiting our website at www.tweedy.com.
Footnotes to Performance Charts:
(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 used is available at month end only; therefore the closest month end to the Global Value Fund
and the Global Value fund II-Currency Unhedged’s inception dates, May 31, 1993 and October 31, 2009, respectively, were 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.
Current and future portfolio holdings are subject to risk. Investing in foreign securities involves additional risks beyond the risks
of investing in US 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-US 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.
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.
II-6
Expense Information (Unaudited)

A shareholder of the Global Value Fund, Global Value hypothetical account values and hypothetical expenses based
Fund II - Currency Unhedged, Value Fund or Worldwide High on each Fund’s actual expense ratio and an assumed rate of
Dividend Yield Value Fund (collectively, the “Funds”) incurs return of 5% per year before expenses, which is not each Fund’s
two types of costs: (1) transaction costs and (2) ongoing costs, actual return. The hypothetical account values and expenses
including management fees and other Fund expenses. The may not be used to estimate the actual ending account balance
Example below is intended to help a shareholder understand or expenses paid by the shareholder of the Funds for the period.
their ongoing costs (in U.S. dollars) of investing in the Funds This information may be used to compare the ongoing costs of
and to compare these costs with the ongoing costs of investing investing in the Funds and other funds. To do so, compare this
in other mutual funds. 5% hypothetical example with the 5% hypothetical examples
that appear in the shareholder reports of the other 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 Please note that the expenses shown in the table below are
October 1, 2009 to March 31, 2010. meant to highlight a shareholder’s ongoing costs only and do
not reflect redemption fees. Redemptions from the
Actual Expenses The first part of the table presented Global Value Fund, the Global Value Fund II - Currency
below, under the heading “Actual Expenses”, provides Unhedged and the Worldwide High Dividend Yield Value
information about actual account values and actual expenses. Fund, including exchange redemptions, within 60 days of
The information in this line may be used with the amount a purchase are subject to a redemption fee equal to 2% of the
shareholder invested to estimate the expenses that were paid by redemption proceeds, which will be retained by the Funds.
the shareholder over the period. Simply divide the There are no other transactional expenses associated with the
shareholder’s account value by $1,000 (for example, an $8,600 purchase and sale of shares charged by any of the Funds, such
account value divided by $1,000 = 8.6), then multiply the as commissions, sales loads and/or redemption fees on shares
result by the number in the first line under the heading entitled held longer than 60 days. Other mutual funds may have such
“Expenses Paid During Period” to estimate the expenses paid transactional charges. Therefore, the second part of the table is
during this period. useful in comparing ongoing costs only, and will not help a
Hypothetical Example for Comparison Purposes The shareholder determine the relative total costs of owning
second part of the table presented below, under the heading different funds. In addition, if redemption fees were included a
“Hypothetical Expenses”, provides information about shareholder’s costs would have been higher.
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 10/1/09 – Value Value 10/1/09 – Expense
10/1/09 3/31/10 3/31/10 10/1/09 3/31/10 3/31/10 Ratio
Global Value Fund $1,000 $1,127 $7.42 $1,000 $1,018 $7.04 1.40%
Global Value Fund II -
Currency Unhedged† $1,000 $1,027 $5.97 $1,000 $1,016 $5.94 1.37%
Value Fund $1,000 $1,129 $7.54 $1,000 $1,018 $7.14 1.42%
Worldwide High Dividend
Yield Value Fund $1,000 $1,086 $7.13 $1,000 $1,018 $6.89 1.37%
† The Tweedy, Browne Global Value Fund II - Currency Unhedged commenced operations on October 26, 2009.
* Expenses are equal to each Fund’s annualized expense ratio, multiplied by the average account value over the
period, multiplied by the number of days in the period, divided by 365 (to reflect the one-half year period).
II-7
Tweedy,
Tweedy,Browne
Browne
Value
GlobalFund
Value Fund
Portfolio
PortfolioHighlights
HighlightsasasofofMarch
March31,
31,2010
2010(Unaudited)
(Unaudited)
Investment Strategy
The Tweedy, Browne Global Value Fund seeks long-term growth of capital by investing throughout the world in a diversified
portfolio consisting primarily of non-U.S. marketable equity securities, although investments in U.S. securities are permitted and
will be made when opportunities in the U.S. appear more attractive. Investments are focused in developed markets, and where
practicable, perceived foreign currency exposure is hedged back into the U.S. dollar. The Global Value Fund is a pure no-load fund
with no 12b-1 provisions.
Hypothetical Illustration of $10,000 Invested in

Tweedy, Browne Global Value Fund vs. Morgan Stanley Capital
International (“MSCI”) Europe, Australasia and Far East (“EAFE”)
Index (in US$ and Hedged to US$)
6/15/93 through 3/31/10
$60,000
Tweedy, Browne Global Value Fund*
Index: MSCI EAFE Index (in US$)*
$50,000 $51,205
Index: MSCI EAFE Index (Hedged to US$)*
$40,000
$30,000
$24,516
$20,000 $23,655
$10,000
Jun 1993
Mar 1994
Mar 1995
Mar 1996
Mar 1997
Mar 1998
Mar 1999
Mar 2000
Mar 2001
Mar 2002
Mar 2003
Mar 2004
Mar 2005
Mar 2006
Mar 2007
Mar 2008
Mar 2009
MSCI EAFE Index represents the change in market capitalizations of Europe, Australasia and the Far East (EAFE), including dividends Mar 2010
reinvested monthly, net after foreign withholding taxes. Index and Average information is available at month end only; therefore, the closest
month end to inception date of the Fund, May 31, 1993, has been used.
Average Annual Total Return* Aggregate Total Return*

Without Year Ended Inception (6/15/93)
The Fund Actual Waivers** 3/31/10 through 3/31/10
Inception (6/15/93) The Fund 58.85% 412.05%
through 3/31/10 10.22% 10.22% MSCI EAFE
Year Ended (in US$) 54.44% 136.55%
3/31/10 58.85% 58.85% MSCI EAFE
(Hedged to US$) 44.82% 145.16%
Note: The performance shown represents past performance and is not a guarantee of future results. The Fund’s share price and investment return will vary with market
conditions, and the principal value of shares, when redeemed, may be more or less than original cost. Index and Average information is available at month end only;
therefore, the closest month end to inception date of the Fund, May 31, 1993, has been used.
* Assumes the reinvestment of all dividends and distributions and is net of foreign withholding tax.
** The Adviser waived a portion of its fee from June 15, 1993 through March 31, 1994. The Administrator waived a portion of its fee from February 15, 1997 through
May 15, 1997.
II-8
Perspective on Assessing Investment Results (Unaudited)
March 31, 2010
In accordance with rules and guidelines set out by the wrote Are Short-Term Performance and Value Investing Mutually
United States (US) Securities and Exchange Commission, we Exclusive? In this article, Mr. Shahan analyzed the investment
have provided a comparison of the historical investment results performance of seven money managers, about whom Warren
of Tweedy, Browne Global Value Fund to the results of two Buffett wrote in his article, The Super- investors of Graham and
appropriate broad-based securities indices, the Morgan Stanley Doddsville. Over long periods of time, the seven managers
Capital International (MSCI) Europe, Australasia and the Far significantly outperformed the market as measured by the Dow
East (EAFE) Index in US dollars (i.e., non-US currencies are Jones Industrial Average (the “DJIA”) or the Standard & Poor’s
unhedged) and MSCI EAFE Index hedged into US dollars. 500 Stock Index (the “S&P 500”) by between 7.7% and 16.5%
Although we believe this comparison may be useful, the annually. (The goal of most institutional money managers is to
historical results of the MSCI EAFE indices in large measure outperform the market by 2% to 3%.) However, for periods
represent the investment results of stocks that we do not own. ranging from 13 years to 28 years, this group of managers
Any portfolio that does not own exactly the same stocks in underperformed the market between 7.7% and 42% of the
exactly the same proportions as the index to which the years. Six of the seven investment managers underperformed
particular portfolio is being compared is not likely to have the the market between 28% and 42% of the years. In today’s
same results as the index. The investment behavior of a environment, they would have lost many of their clients during
diversified portfolio of undervalued stocks tends to be their periods of underperformance. Longer term, it would have
correlated to the investment behavior of a broad index; i.e., been the wrong decision to fire any of those money managers.
when the index is up, probably more than one-half of the In examining the seven long-term investment records,
stocks in the entire universe of public companies in all the unfavorable investment results as compared to either index did
countries that are included in the same index will be up, albeit not predict the future favorable comparative investment results
in greater or lesser percentages than the index. Similarly, when that occurred, and favorable investment results in comparison
the index declines, probably more than one-half of the stocks to the DJIA or the S&P 500 were not always followed by future
in the entire universe of public companies in all the countries favorable comparative results. Stretches of consecutive annual
that are included in the index will be down in greater or lesser underperformance ranged from one to six years.
percentages than the index. But it is almost a mathematical
truth that “different stocks equal different results.” Mr. Shahan concluded:
Unfortunately, there is no way to distinguish between a
We believe that favorable or unfavorable historical poor three-year stretch for a manager who will do well
investment results in comparison to an index are not over 15 years, from a poor three-year stretch for a
necessarily predictive of future comparative investment results. manager who will continue to do poorly. Nor is there any
In 1986, V. Eugene Shahan, a Columbia University Business reason to believe that a manager who does well from the
School alumnus and portfolio manager at U.S. Trust, outset cannot continue to do well, and consistently.
II-9
Portfolio of Investments
March 31, 2010
Value Value
Shares
——
———— —
–––—
—(Note
——————2)
——— Shares
——
———— —
–––—
—(Note
——————2)
———
COMMON STOCKS—87.7% Japan (continued)

Canada—1.1% 307,100 Mirai Industry Company Ltd. . . . . . . . . . $2,849,483
750,000 National Bank of Canada, Toronto . . . . . $45,714,849 162,780 Nippon Kanzai Company Ltd. . . . . . . . . . 2,632,284
—
———
———
———
———
— 1,051,000 Nippon Konpo Unyu Soko Company Ltd. 11,900,235
Czech Republic—0.0%† 420,500 Nitto FC Company Ltd. . . . . . . . . . . . . . 2,218,606
2,800 Philip Morris CR a.s. . . . . . . . . . . . . . . . . 1,476,109 72,700 Ryoyo Electro Corporation . . . . . . . . . . . 696,345
—
———
———
———
———
— 349,200 Sangetsu Company Ltd. . . . . . . . . . . . . . . 7,926,511
Finland—3.7% 100,000 Shinko Shoji Company Ltd. . . . . . . . . . . 863,656
707,000 Cargotec Corporation, B Share . . . . . . . . 20,491,367 172,000 SK Kaken Company Ltd. . . . . . . . . . . . . . 4,542,059
3,305,000 Kone Oyj, Class B . . . . . . . . . . . . . . . . . . 136,843,743 528,500 T. Hasegawa Company Ltd. . . . . . . . . . . . 7,986,323
—
———
——————————
157,335,110 1,281,300 Takata Corporation . . . . . . . . . . . . . . . . . 32,855,253
—
———
———
———
———
— —
———
——————————
280,082,989
France—6.9% —
———
———
———
———
—
1,780,523 CNP Assurances . . . . . . . . . . . . . . . . . . . . 168,453,897 Mexico—5.0%
2,188,000 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 127,246,482 1,607,394 Coca-Cola Femsa SA de CV,
—
———
——————————
295,700,379 Sponsored ADR †††. . . . . . . . . . . . . . . . 106,811,331
—
———
———
———
———
— 14,623,380 Embotelladoras Arca SA de CV . . . . . . . 50,566,800
Germany—14.4% 19,300,000 Grupo Continental SA . . . . . . . . . . . . . . 58,407,740
—
———
——————————
2,289,458 Henkel AG & Company, KGaA . . . . . . . 106,272,809 215,785,871
957,807 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 49,358,735 —
———
———
———
———
—
42,354 KSB AG . . . . . . . . . . . . . . . . . . . . . . . . . . 26,247,743 Netherlands—10.0%
920,345 Linde AG . . . . . . . . . . . . . . . . . . . . . . . . . 110,012,012 2,093,000 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 119,498,451
899,000 Muenchener Rueckversicherungs- 23,620 Crown Van Gelder Gemeenschappelijk
Gesellschaft AG . . . . . . . . . . . . . . . . . . 146,155,621 Bezit NV . . . . . . . . . . . . . . . . . . . . . . . . 262,075
1,566,734 Springer (Axel) Verlag AG . . . . . . . . . . . 181,489,632 3,998,000 Heineken Holding NV . . . . . . . . . . . . . . 178,169,152
—
———
——————————
619,536,552 350,000 Imtech NV . . . . . . . . . . . . . . . . . . . . . . . . 11,228,756
—
———
———
———
———
— 2,009,134 Telegraaf Media Groep NV . . . . . . . . . . . 37,924,090
Greece—0.3% 307,955 TKH Group NV . . . . . . . . . . . . . . . . . . . . 6,437,953
480,695 Coca Cola Hellenic Bottling 2,568,554 Unilever NV, CVA . . . . . . . . . . . . . . . . . 77,834,443
—
———
——————————
Company SA . . . . . . . . . . . . . . . . . . . . . 12,982,616 431,354,920
—
———
———
———
———
— —
———
———
———
———
—
Hong Kong—0.9% Norway—2.0%
2,002,500 Jardine Strategic Holdings Ltd. . . . . . . . . 38,528,100 3,395,700 Schibsted ASA ††. . . . . . . . . . . . . . . . . . . 85,812,120
—
———
———
———
———
— —
———
———
———
———
—
Ireland—0.0%† Singapore—2.0%
1,111,317 Unidare PLC †† . . . . . . . . . . . . . . . . . . . . 90,224 25,449,550 Fraser and Neave Ltd. . . . . . . . . . . . . . . . 87,377,304
—
———
———
———
———
— —
———
———
———
———
—
Italy—2.3% South Korea—3.7%
147,640 Gruppo Minerali Maffei ††. . . . . . . . . . . . 1,008,852 150,900 Daegu Department Store Company Ltd. †† 1,600,424
4,467,000 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 38,441,925 11,330 Daehan City Gas Company Ltd. . . . . . . . 273,374
8,047,949 Mondadori (Arnoldo) Editore SPA ††. . . 33,513,156 90,974 Hanil Cement Company Ltd. . . . . . . . . . 5,853,469
4,795,392 Sol SPA . . . . . . . . . . . . . . . . . . . . . . . . . . 27,706,652 4,578,055 Korea Exchange Bank . . . . . . . . . . . . . . . 54,623,485
493,000 Vincenzo Zucchi SPA †† . . . . . . . . . . . . . 286,178 8,557 Samchully Company Ltd. . . . . . . . . . . . . 820,571
—
———
——————————
100,956,763 241,172 SK Telecom Company Ltd. . . . . . . . . . . . 36,982,051
—
———
———
———
———
—
3,437,422 SK Telecom Company Ltd., ADR . . . . . . 59,329,904
Japan—6.5% —
———
——————————
159,483,278
545,600 Aica Kogyo Company Ltd. . . . . . . . . . . . 6,084,281 —
———
———
———
———
—
1,594,700 Canon Inc. . . . . . . . . . . . . . . . . . . . . . . . . 73,898,234 Spain—2.5%
306,800 Daikoku Denki Company Ltd. . . . . . . . . 5,404,461 6,818,000 Gestevision Telecinco SA . . . . . . . . . . . . 107,200,097
2,064,000 Fujitec Company Ltd. . . . . . . . . . . . . . . . 12,281,507 —
———
———
———
———
—
446,600 Fukuda Denshi Company Ltd. . . . . . . . . . 10,323,801 Sweden—0.0%†
1,073,600 Hi-Lex Corporation . . . . . . . . . . . . . . . . . 13,638,305 63,360 Cloetta Fazer AB, B Shares †† . . . . . . . . . 368,874
1,577,500 Honda Motor Company Ltd. . . . . . . . . . . 55,712,222 —
———
———
———
———
—
22,100 Hurxley Corporation . . . . . . . . . . . . . . . . 152,079 Switzerland—14.3%
321,000 Katsuragawa Electric Company Ltd. †† . . 927,547 186,990 Coltene Holding AG . . . . . . . . . . . . . . . . 10,650,373
133,000 Kawasumi Laboratories, Inc. . . . . . . . . . . 1,002,055 1,195,000 Compagnie Financiere Richemont AG . 46,355,850
1,329,500 Kuroda Electric Company Ltd. . . . . . . . . 18,311,927 440,000 Daetwyler Holding AG, Bearer . . . . . . . . 28,426,203
69,100 Mandom Corporation . . . . . . . . . . . . . . . 1,885,756 89,813 Edipresse SA, Bearer . . . . . . . . . . . . . . . . 21,758,886
21,670 Medikit Company Ltd. . . . . . . . . . . . . . . 5,160,076 19,000 Forbo Holding AG . . . . . . . . . . . . . . . . . . 8,168,258
36,240 Milbon Company Ltd. . . . . . . . . . . . . . . . 829,983 22,008 Loeb Holding AG . . . . . . . . . . . . . . . . . . 3,930,933
SEE NOTES TO FINANCIAL STATEMENTS

II-10
March 31, 2010
Value Value
Shares
——
———— —
–––—
—(Note
——————2)
——— Shares
——
———— —
–––—
—(Note
——————2)
———
COMMON STOCKS PREFERRED STOCKS—0.3%

Switzerland (continued) 166,388 Adris Grupa d.d. . . . . . . . . . . . . . . . . . . . . $9,049,395
3,500,000 Nestle SA, Registered . . . . . . . . . . . . . . . $179,563,916 543,870 Villeroy & Boch AG . . . . . . . . . . . . . . . . 3,609,659
—
———
———
———
———
—
8 Neue Zuercher Zeitung †† . . . . . . . . . . . . 371,004
2,416,530 Novartis AG, Registered . . . . . . . . . . . . . 130,750,447 TOTAL PREFERRED STOCKS
45,425 Phoenix Mecano AG . . . . . . . . . . . . . . . . 21,923,804 (COST $14,958,803) . . . . . . . . . . . . . . . 12,659,054
—
———
———
———
———
—
185,918 PubliGroupe SA, Registered †† . . . . . . . . 18,546,758
496,000 Roche Holding AG . . . . . . . . . . . . . . . . . 80,581,445 REGISTERED INVESTMENT COMPANY—8.0%
182,827 Siegfried Holding AG . . . . . . . . . . . . . . . 16,588,265 346,174,290 Dreyfus Government Prime
7,400 Sika AG, Bearer . . . . . . . . . . . . . . . . . . . . 12,514,370 Cash Management . . . . . . . . . . . . . . . . . 346,174,290
—
———
———
———
———
—
432,618 Tamedia AG . . . . . . . . . . . . . . . . . . . . . . . 35,347,630
857 Zehnder Group AG . . . . . . . . . . . . . . . . . 1,391,490 TOTAL REGISTERED
—
—— —
—————————— INVESTMENT COMPANY
616,869,632
—
———
———
———
———
— (COST $346,174,290) . . . . . . . . . . . . . . 346,174,290
—
———
———
———
———
—
United Kingdom—7.4%
1,521,000 AGA Foodservice Group PLC †† . . . . . . 2,745,570
Face
—
———— Value
—
————
2,453,599 BBA Group PLC . . . . . . . . . . . . . . . . . . . 7,246,460
3,974,658 Carclo PLC . . . . . . . . . . . . . . . . . . . . . . . . 8,742,269 U.S. TREASURY BILL—2.7%
2,775,758 Daily Mail & General Trust, Class A . . . 20,951,656 $115,000,000 0.163% ** due 5/6/10 †††. . . . . . . . . . . . . 114,983,218
8,225,426 Diageo PLC, Sponsored ADR . . . . . . . . . 137,997,083 —
———
———
———
———
—
1,176,112 G4S PLC . . . . . . . . . . . . . . . . . . . . . . . . . 4,665,270 TOTAL U.S. TREASURY BILL
969,024 GlaxoSmithKline PLC . . . . . . . . . . . . . . . 18,601,718 (COST $114,981,832) . . . . . . . . . . . . . . 114,983,218
593,139 GlaxoSmithKline PLC, Sponsored ADR 22,847,714 —
———
———
———
———
—
928,700 Headlam Group PLC . . . . . . . . . . . . . . . . 3,803,607 TOTAL INVESTMENTS
5,038,361 TT Electronics PLC †† . . . . . . . . . . . . . . . 7,680,893 (Cost $2,721,996,688 ***). . . . . . . . . . . . . 98.7% 4,251,057,433
2,849,351 Unilever PLC . . . . . . . . . . . . . . . . . . . . . . 83,634,083 UNREALIZED APPRECIATION
—
———
——————————
318,916,323 ON FORWARD CONTRACTS (Net) . . . 0.6 24,600,477
—
———
———
———
———
—
OTHER ASSETS AND LIABILITIES (Net)——— 0.7
— —————30,162,632
—————————
United States—4.7%
75,700 American National Insurance Company 8,594,978 NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . —
100.0%
——— $
——4,305,820,542
————————————
—— —— —— ——— ————— ————
436 Berkshire Hathaway Inc., Class A ††. . . . 53,104,800 ————————————
301 Berkshire Hathaway Inc., Class B †† . . . . 24,462 * “Undisclosed Security” represents an issuer, a generally smaller capitalization
issuer, where disclosure may be disadvantageous to the Fund’s accumulation or
587,000 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 30,036,790 disposition program.
49,250 Devon Energy Corporation . . . . . . . . . . . 3,173,177 ** Rate represents annualized yield at date of purchase.
1,752,802 Philip Morris International, Inc. . . . . . . . 91,426,152 *** Aggregate cost for federal tax purposes is $2,720,879,243.
269,276 Transatlantic Holdings, Inc. . . . . . . . . . . 14,217,773 † Amount represents less than 0.1% of net assets.
—
———
—————————— †† Non-income producing security.
200,578,132 ††† All or a portion of this security has been segregated to cover certain open forward
—
———
———
———
———
— contracts. At March 31, 2010, liquid assets totaling $136,806,953 have been
Miscellaneous—0.0% † segregated to cover such open forward contracts.
Undisclosed security *. . . . . . . . . . . . . . . . 1,090,629
—
———
———
———
———
— Abbreviations:
ADR — American Depository Receipt
TOTAL COMMON STOCKS CVA — Certificaaten van aandelen (Share Certificates)
(COST $2,245,881,763) . . . . . . . . . . . . 3,777,240,871
—
———
———
———
———
—

II-11
Sector Diversification (Unaudited) Portfolio Composition (Unaudited)

March 31, 2010 March 31, 2010
Percentage of
Sector
———————Diversification
———————— ————— —Net
————Assets
——————
COMMON STOCKS: Cash Equivalents and
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5% Other Assets and
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7 Canada 1%
Canada-1%
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3 Liabilities (Net)††-12%
(Net)†† 12% Finland-4%
Finland 4%
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1 France-7%
France 7%
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 5.9 United States-5%
States 5%
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 Germany-14%
Germany 14%
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 2.6 United Kingdom-7%
Kingdom 7%
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 2.5
Automobiles & Components . . . . . . . . . . . . . . . . . . . . . . . 2.4
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 Hong Kong
Kong-1%
1%
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 2.2 Italy-2%
Italy 2%
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2 Switzerland-14%
Switzerland 14%
Consumer Durables & Apparel. . . . . . . . . . . . . . . . . . . . . . 1.7 Japan-7%
Japan 7%
Diversified Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9
Health Care Equipment & Services . . . . . . . . . . . . . . . . . . 0.6 Mexico-5%
Mexico 5%
Spain 3%
Spain-3%
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 South Korea-4%
Korea 4%
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 0.2
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 Singapore-2%
Singapore 2% Netherlands-10%
Netherlands 10%
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0† Norway-2%
Norway 2%
Consumer ServicesSpain-2% ............................... 0.0†
——
——
——
——
Total Common Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . —87.7
—
——
——
—— Croatia-0%†
Croatia-0%†
Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 Czech Republic-0%†
Republic-0%†
Registered Investment Company. . . . . . . . . . . . . . . . . . . . 8.0 Greece-0%†
Greece -0%†
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 Ireland-0%†
Ireland -0%†
Unrealized Appreciation on Forward Contracts (Net) . . 0.6
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . 0.7 Miscellaneous-0%†
——
——
——
—— Sweden-0%†
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%
——
——
——
——
——
——
——
——
———————————— † Amount represents less than 1% of net assets
† Amount represents less than 0.1% of net assets †† Includes Unrealized Appreciation on Forward Contracts (Net)
Schedule of Forward Exchange Contracts

March 31, 2010
Cash Equivalents a
Contract Contract Value on Value 3/31/10 Unrealized
Contracts
——
—————— Value
——————Date
——
— — Origination
——— ———— ———Date
——— —
——(Note
———————2)
—— —
— —
——Gain
—————(Loss)
United
—— ———States
——
FORWARD EXCHANGE CONTRACTS TO BUY (a)
20,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 $19,497,928 $19,712,788 $214,860
United Kingdom
————————————————————————————————————————————————
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,497,928 $19,712,788 $214,860
—
——
——
——
——
————
——
——
——
——
——
————
——
——
——
——
——
——
——
——
——
——
——
————
——
——
——
——
——
————
——
——
——
——
——
——
——
——
————
——
——
——
———
Switzerland
FORWARD EXCHANGE CONTRACTS TO SELL (a)
45,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 $(38,913,871) $(44,353,775) $(5,439,904)
6,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/1/10 (5,369,368) (5,913,731) (544,363)
Spain
20,000,000 Canadian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/10/10 (18,294,914) (19,711,735) (1,416,821)
25,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4/19/10 (32,886,251) (33,828,103) (941,852)
65,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 (84,910,802) (87,953,866) South Korea
(3,043,064)
85,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 (115,582,146) (115,017,061) 565,085
Singapore
90,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/2/10 (125,887,507) (121,783,726) 4,103,781
Norway
120,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9/2/10 (170,740,803) (162,366,546) Netherlands
8,374,257
Mexico
Japan
————————————
(a) Primary risk exposure being hedged against is currency risk.
Italy

Hong Kong
II-12
Germany
Schedule of Forward Exchange Contracts (Continued)

March 31, 2010

Contracts
——
——
— — Origination
——— ———— ———Date
——— —
——(Note
———————2)
—— —
— —
——Gain
—————(Loss)
—————— —
FORWARD EXCHANGE CONTRACTS TO SELL (a) (continued)

16,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11/24/10 $(23,644,963) $(21,648,946) $1,996,017
40,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3/31/11 (53,599,997) (54,131,594) (531,597)
27,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4/19/10 (39,606,300) (40,951,942) (1,345,642)
15,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 (22,613,700) (22,747,576) (133,876)
15,000,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/31/10 (24,705,225) (22,733,391) 1,971,834
1,800,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 (18,557,179) (19,268,362) (711,183)
5,000,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/22/10 (51,380,861) (53,535,652) (2,154,791)
3,200,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9/15/10 (34,896,401) (34,289,334) 607,067
4,225,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/28/11 (46,607,832) (45,412,415) 1,195,417
2,000,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3/9/11 (22,626,994) (21,500,739) 1,126,255
200,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 (13,618,412) (16,173,575) (2,555,163)
330,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/25/10 (23,738,446) (26,623,102) (2,884,656)
240,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/27/10 (17,581,774) (19,357,883) (1,776,109)
415,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/22/10 (30,060,919) (32,875,955) (2,815,036)
400,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11/1/10 (28,647,139) (31,646,094) (2,998,955)
700,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/18/11 (52,320,801) (54,819,666) (2,498,865)
230,000,000 Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/11/11 (17,062,947) (17,956,206) (893,259)
156,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9/24/10 (25,942,926) (26,048,106) (105,180)
140,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/19/10 (24,343,169) (23,348,072) 995,097
120,000,000 Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/8/11 (19,898,187) (19,905,095) (6,908)
23,000,000 Singapore Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/10/10 (15,898,801) (16,445,667) (546,866)
35,000,000 Singapore Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11/24/10 (25,191,636) (25,010,325) 181,311
41,350,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 (30,784,693) (36,496,672) (5,711,979)
25,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/25/10 (19,841,270) (22,047,314) (2,206,044)
40,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6/29/10 (31,347,962) (35,231,426) (3,883,464)
40,350,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9/24/10 (32,962,993) (35,422,080) (2,459,087)
22,000,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3/31/11 (18,967,152) (19,179,042) (211,890)
25,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 (21,893,336) (23,757,985) (1,864,649)
20,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/14/10 (18,184,959) (19,008,068) (823,109)
47,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/17/10 (43,570,965) (44,707,183) (1,136,218)
46,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/30/10 (43,523,100) (43,761,503) (238,403)
77,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/5/10 (74,895,438) (73,281,464) 1,613,974
70,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/12/10 (68,086,762) (66,625,993) 1,460,769
40,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/15/10 (38,872,692) (38,073,583) 799,109
40,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/19/10 (39,104,507) (38,075,700) 1,028,807
75,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/8/11 (71,364,004) (71,503,234) (139,230)
———————————————————— ————————————————————————————
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,640,294,521) $(2,615,908,904) $24,385,617
—
——
——
————
——
——
——
————
——
——
——
——
——
————
——
——
——
——
——
————
——
——
— —
——
——
——
——
——
——
— —
——
——
——
——
——
——
——
——
——
———
——
———
——
—
Unrealized Appreciation on Forward Contracts (Net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,600,477
—
—————————————
——————— —————
————————————
(a) Primary risk exposure being hedged against is currency risk.

II-13
Tweedy,
Tweedy,
TWEEDY, BROWNEBrowne
Browne
GLOBAL VALUE FUND
Global
Global
Portfolio Value
ValueFund
Highlights Fund II - Currency Unhedged
Portfolio
PortfolioHighlights
HighlightsAsasofofMarch
March31,
31,2010
2010 (Unaudited)
Investment Strategy
The Tweedy, Browne Global Value Fund II - Currency Unhedged invests primarily in undervalued equity securities of foreign
issuers, but also invests on a more limited basis in U.S. equity securities when opportunities appear attractive. Investments by the
Global Value Fund II - Currency Unhedged are focused for the most part in developed countries with some exposure to emerging
markets. The Global Value Fund II - Currency Unhedged is diversified by issuer, industry and country, and maintains investments
in a minimum of five countries. Contrary to our other international mutual fund, the Global Value Fund, the Global Value Fund
II - Currency Unhedged does not seek to reduce currency risk by hedging its effective foreign currency exposure back into the U.S.
dollar and will be exposed to currency fluctuations. The Global Value Fund II - Currency Unhedged is a pure no-load fund with
no 12b-1 provisions.

Tweedy, Browne Global Value Fund II - Currency Unhedged vs.
Morgan Stanley Capital International (“MSCI”) Europe, Australasia and
Far East (“EAFE”)Index (in US$)
10/26/09 through 3/31/10
$11,000
Tweedy, Browne Global Value Fund II - Currency Unhedged*
Index: MSCI EAFE Index (in US$)*
$10,750
$10,500
$10,250 $10,274
$10,145
$10,000
$9,750
$9,500
Nov 2009
Oct 2009
Mar 2010
Dec 2009
Feb 2010
Jan 2010
MSCI EAFE Index represents the change in market capitalizations of Europe, Australasia and the Far East (EAFE), including dividends
reinvested monthly, net after foreign withholding taxes. Index and Average information is available at month end only; therefore, the closest
month end to inception date of the Fund, October 31, 2009, has been used.

Without Period Ended Inception (10/26/09)
through 3/31/10 2.74% 2.22% MSCI EAFE
Period Ended (in US$) 1.45% 1.45%
3/31/10 2.74% 2.22%
therefore, the closest month end to inception date of the Fund, October 31, 2009, has been used.
** The Advisor has waived a portion of its fees since inception, October 26, 2009.
II-14
Perspective On Assessing Investment Results (Unaudited)
March 31, 2010
In accordance with rules and guidelines set out by the performance of seven money managers, about whom Warren
United States (US) Securities and Exchange Commission, we Buffett wrote in his article, The Super- investors of Graham and
have provided a comparison of the historical investment results Doddsville. Over long periods of time, the seven managers
of Tweedy, Browne Global Value Fund II - Currency Unhedged significantly outperformed the market as measured by the Dow
to the results of an appropriate broad-based securities index, Jones Industrial Average (the “DJIA”) or the Standard & Poor’s
the Morgan Stanley Capital International (MSCI) Europe, 500 Stock Index (the “S&P 500”) by between 7.7% and 16.5%
Australasia and the Far East (EAFE) Index in US dollars (i.e., annually. (The goal of most institutional money managers is to
non-U.S. currencies are unhedged). Although we believe this outperform the market by 2% to 3%.) However, for periods
comparison may be useful, the historical results of the MSCI ranging from 13 years to 28 years, this group of managers
EAFE index in large measure represent the investment results underperformed the market between 7.7% and 42% of the
of stocks that we do not own. Any portfolio that does not own years. Six of the seven investment managers underperformed
exactly the same stocks in exactly the same proportions as the the market between 28% and 42% of the years. In today’s
index to which the particular portfolio is being compared is not environment, they would have lost many of their clients during
likely to have the same results as the index. The investment their periods of underperformance. Longer term, it would have
behavior of a diversified portfolio of undervalued stocks tends been the wrong decision to fire any of those money managers.
to be correlated to the investment behavior of a broad index; In examining the seven long-term investment records,
i.e., when the index is up, probably more than one-half of the unfavorable investment results as compared to either index did
stocks in the entire universe of public companies in all the not predict the future favorable comparative investment results
countries that are included in the same index will be up, albeit that occurred, and favorable investment results in comparison
in greater or lesser percentages than the index. Similarly, when to the DJIA or the S&P 500 were not always followed by future
the index declines, probably more than one-half of the stocks favorable comparative results. Stretches of consecutive annual
in the entire universe of public companies in all the countries underperformance ranged from one to six years.
that are included in the index will be down in greater or lesser
percentages than the index. But it is almost a mathematical Mr. Shahan concluded:
truth that “different stocks equal different results.”
poor three-year stretch for a manager who will do well
We believe that favorable or unfavorable historical over 15 years, from a poor three-year stretch for a
investment results in comparison to an index are not manager who will continue to do poorly. Nor is there any
necessarily predictive of future comparative investment results. reason to believe that a manager who does well from the
In 1986, V. Eugene Shahan, a Columbia University Business outset cannot continue to do well, and consistently.
School alumnus and portfolio manager at U.S. Trust,
wrote Are Short-Term Performance and Value Investing Mutually
Exclusive? In this article, Mr. Shahan analyzed the investment
II-15
March 31, 2010
Value Value
Shares
——
———— —
–––—
—(Note
——————2)
——— Shares
——
———— —
–––—
—(Note
——————2)
———
COMMON STOCKS—69.0% Singapore—0.2%

Finland—0.2% 16,000 Fraser and Neave Ltd. . . . . . . . . . . . . . . . $54,934
—
———
———
———
———
—
1,800 Kone Oyj, Class B . . . . . . . . . . . . . . . . . . $74,529
—
———
———
———
———
— South Korea—0.9%
France—9.0% 19,000 SK Telecom Company Ltd., ADR . . . . . . 327,940
—
———
———
———
———
—
14,300 CNP Assurances . . . . . . . . . . . . . . . . . . . . 1,352,912
Spain—0.4%
21,000 Teleperformance . . . . . . . . . . . . . . . . . . . . 724,589
8,400 Gestevision Telecinco SA . . . . . . . . . . . . 132,074
17,500 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 1,017,739 —
———
———
———
———
—
—
———
——————————
3,095,240 Switzerland—10.1%
—
———
———
———
———
—
21,450 Nestle SA, Registered . . . . . . . . . . . . . . . 1,100,470
Germany—7.3% 13,900 Novartis AG, Registered . . . . . . . . . . . . . 752,083
14,850 Henkel AG & Company, KGaA . . . . . . . 689,312 800 PubliGroupe SA, Registered † . . . . . . . . . 79,806
4,415 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 227,519 5,010 Roche Holding AG . . . . . . . . . . . . . . . . . 813,938
6,955 Muenchener Rueckversicherungs- 6,377 Schindler Holding AG . . . . . . . . . . . . . . 554,970
Gesellschaft AG . . . . . . . . . . . . . . . . . . 1,130,715 122 Zehnder Group AG . . . . . . . . . . . . . . . . . 198,088
3,950 Springer (Axel) Verlag AG . . . . . . . . . . . 457,566 —
———
——————————
—
———
—————————— 3,499,355
2,505,112 —
———
———
———
———
—
—
———
———
———
———
—
United Kingdom—10.8%
Hong Kong—1.6% 139,000 BAE Systems PLC . . . . . . . . . . . . . . . . . . 782,882
28,500 Jardine Strategic Holdings Ltd. . . . . . . . . 548,340 53,000 Carclo PLC . . . . . . . . . . . . . . . . . . . . . . . . 116,574
—
———
———
———
———
—
56,355 Diageo PLC, Sponsored ADR . . . . . . . . . 945,462
Italy—4.7% 52,000 GlaxoSmithKline PLC . . . . . . . . . . . . . . . 998,210
40,400 Buzzi Unicem SPA . . . . . . . . . . . . . . . . . . 509,756 164,000 Hays PLC . . . . . . . . . . . . . . . . . . . . . . . . . 269,917
32,700 Davide Campari-Milano SPA . . . . . . . . . 350,212 79,000 Headlam Group PLC . . . . . . . . . . . . . . . . 323,554
29,100 Marr SPA . . . . . . . . . . . . . . . . . . . . . . . . . 269,131 200,000 TT Electronics PLC † . . . . . . . . . . . . . . . . 304,896
16,400 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 141,134 —
———
——————————
62,000 Sol SPA . . . . . . . . . . . . . . . . . . . . . . . . . . 358,221 3,741,495
—
———
—————————— —
———
———
———
———
—
1,628,454 United States—7.9%
—
———
———
———
———
—
12,450 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 637,066
Japan—4.0% 4,145 Home Depot, Inc. . . . . . . . . . . . . . . . . . . 134,091
9,400 Canon Inc. . . . . . . . . . . . . . . . . . . . . . . . . 435,595 15,035 Johnson & Johnson . . . . . . . . . . . . . . . . . 980,282
6,300 Honda Motor Company Ltd. . . . . . . . . . . 222,496 18,835 Philip Morris International, Inc. . . . . . . . 982,434
4,500 Macnica, Inc. . . . . . . . . . . . . . . . . . . . . . . 73,684 —
———
——————————
14,300 Milbon Company Ltd. . . . . . . . . . . . . . . . 327,504 2,733,873
—
———
———
———
———
—
7,900 Nippon Kanzai Company Ltd. . . . . . . . . . 127,749
Miscellaneous—2.6% †
4,400 SK Kaken Company Ltd. . . . . . . . . . . . . . 116,192
Undisclosed securities* . . . . . . . . . . . . . . 900,694
3,400 Takata Corporation . . . . . . . . . . . . . . . . . 87,183 —
———
———
———
———
—
—
———
——————————
1,390,403 TOTAL COMMON STOCKS
—
———
———
———
———
—
(COST $23,296,785) . . . . . . . . . . . . . . . 23,867,938
Mexico—1.5% —
———
———
———
———
—
105,000 Embotelladoras Arca SA de CV . . . . . . . 363,084
PREFERRED STOCKS—0.5%
55,000 Grupo Continental SA . . . . . . . . . . . . . . 166,447
—
———
———
———
———
— 265 KSB AG . . . . . . . . . . . . . . . . . . . . . . . . . . 161,340
529,531 —
———
———
———
———
—
—
———
———
———
———
—
TOTAL PREFERRED STOCKS
Netherlands—7.8%
(COST $159,205). . . . . . . . . . . . . . . . . . 161,340
18,200 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 1,039,117 —
———
———
———
———
—
25,075 Heineken Holding NV . . . . . . . . . . . . . . 1,117,457
18,130 Unilever NV, CVA . . . . . . . . . . . . . . . . . 549,390
—
———
——————————
2,705,964
—
———
———
———
———
—

II-16
March 31, 2010
Value
Shares
——
———— —
–––—
—(Note
——————2)
———
REGISTERED INVESTMENT COMPANY—32.7%

11,305,249 Dreyfus Government Prime Cash
Management . . . . . . . . . . . . . . . . . . . . . $11,305,249
—
———
———
———
———
—
TOTAL REGISTERED
INVESTMENT COMPANY
(COST $11,305,249) . . . . . . . . . . . . . . . 11,305,249
—
———
———
———
———
—
TOTAL INVESTMENTS
(Cost $34,761,239 **) . . . . . . . . . . . . . . . . 102.2% 35,334,527
OTHER ASSETS AND LIABILITIES (Net)—— (2.2)
—— —
———
——(760,014)
————————
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . —
100.0%
——— —
——$34,574,513
—
——————————
—— —— ——— —— —— —— ———
——
————————————
* “Undisclosed Securities” represents issuers, generally smaller capitalization
issuers, where disclosure may be disadvantageous to the fund’s accumulation or
disposition program.
** Aggregate cost for federal tax purposes is $34,761,240.
† Non-income producing security.
Abbreviations:
CVA — Certificaaten van aandelen (Share Certificates)

II-17
Sector Diversification (Unaudited)

March 31, 2010
Percentage of
Sector
———————— ————— —Net
————Assets
——————
COMMON STOCKS:
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 10.3%
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 3.5
Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . 3.2
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 1.0
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——
—0.7
—
——
——
—
——
——
——
Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5
Registered Investment Company. . . . . . . . . . . . . . . . . . . . 32.7
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . —(2.2)
—
——
——
——
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%
——
——
——
——
——
——
——
——
Portfolio Composition (Unaudited)

March 31, 2010
France-9%
France 9%
Cash Equivalents and Germany-7%

Germany 7%
Other Assets and Hong Kong
Kong-2%
2%
Liabilities (Net)-31%
(Net) 31% Italy-5%
Italy 5%
Japan 4%
Japan-4%
Mexico-1%
Mexico 1%
Miscellaneous-3%
Miscellaneous 3%
United States-8%
States 8%
Netherlands-8%
Netherlands 8%
United Kingdom-11%
Kingdom 11% South Korea-1%
Korea 1%
Switzerland-10%
Switzerland 10%
Finland 0%†
Finland-0%
Singapore-0%†
Spain-0%†
Spain-0%
† Amount represents less than 1% of net assets
Cash Equivalents
United States
United Kingdom
II-18
Switzerland
Tweedy, Browne
Value Fund
Portfolio
Portfolio Highlights
Highlights as
as of
of March
March 31,
31, 2010
2010 (Unaudited)
(Unaudited)
Investment Strategy
The Tweedy, Browne Value Fund seeks long-term growth of capital by investing in U.S. and foreign securities that the Adviser
believes are undervalued. For the time being and subject to change at any time, the Value Fund anticipates that it will invest no
less than approximately 50% of its net assets in securities of U.S. issuers. The Value Fund is a pure no-load fund with no 12b-1
provisions.
Hypothetical Illustration of $10,000 Invested in Tweedy, Hypothetical Illustration of $10,000 Invested in Tweedy,
Browne Value Fund vs. Standard & Poor’s 500 Stock Index Browne Value Fund vs. MSCI World Index (Hedged to US$)
(“S&P 500”) 12/8/93 through 3/31/10 11/30/06 through 3/31/10
$60,000 $13,000
Tweedy, Brown Value Fund*
Tweedy, Browne Value Fund* MSCI World Index (Hedged to US$)
$12,000
$50,000 Index: S&P 500*
$11,000
$40,000 $10,288
$38,876 $10,000
$34,119
$30,000 $9,000
$8,824
$8,000
$20,000
$7,000
$10,000 $6,000
Mar 1994
Mar 1995
Mar 1996
Mar 1997
Mar 1998
Mar 1999
Mar 2000
Mar 2001
Mar 2002
Mar 2003
Mar 2004
Mar 2005
Mar 2006
Mar 2007
Mar 2008
Mar 2009
Mar 2010
Dec 1993
Mar 2010
Nov 2006
Mar 2007
Sep 2007
Mar 2008
Sep 2008
Mar 2009
Sep 2009
The S&P 500 is an index composed of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and over-the-counter market and includes the
reinvestment of dividends.
The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance of developed markets.
Effective December 11, 2006, the Tweedy, Browne Value Fund received permission from the Fund’s Board of Directors to eliminate the 20% restriction on non-US investments. It is
the Investment Advisor’s intention to continue to operate the Fund as a mostly US portfolio and to this end will operate under a policy of maintaining a minimum of 50% of Fund assets
invested in US securities. However, the Fund is now more global in nature than it has been in previous years. With the Value Fund's more global structure, an additional Hypothetical
Illustration of $10,000 Invested in the Fund and another, more relevant Index is provided. The above illustration of the growth of $10,000 in Tweedy, Browne Value Fund is compared
to the MSCI World Index (Hedged to US$) which has a meaningful representation in both US and non-US stocks. This comparison begins on November 30, 2006, which was the
approximate point in time of the mandate change for the Value Fund.

through 3/31/10 8.68% 8.62% S&P 500 49.77% 241.19%
13000
Year Ended MSCI World S&P 500 Monthly Reinv.
3.334961 3/31/10 51.18% 51.18% (Hedged to US$)
Tweedy,46.52% 175.08%
Brown Value Fund*
11000
6.667969
0.000977 conditions, and the principal value of shares, when redeemed, may be more or less than9000original cost. Index and Average information is available at month end only;
therefore, the closest month end to inception date of the Fund, November 30, 1993, has been used.
3.333984 * Assumes the reinvestment of all dividends and distributions and is net of foreign withholding tax.
** The Adviser waived a portion of its fee from December 8, 1993 through March 31, 1999. 7000The Administrator and Custodian waived a portion of their respective
6.666992 fees from April 1, 1995 through May 15, 1997.
0.000000 5000
11/8/93
3/31/94
3/31/95
3/31/96
3/31/97
3/31/98
3/31/99
3/31/00
3/31/01
3/31/02
3/31/03
3/31/04
3/31/05
3/31/06
3/31/07
3/31/08
3/31/09
3/31/10 11/30/06
12/31/063/31/079/30/073/31/089/30/083/31/099/30/093
II-19
March 31, 2010
In accordance with rules and guidelines set out by the We believe that favorable or unfavorable historical
United States (US) Securities and Exchange Commission, we investment results in comparison to an index are not
have provided a comparison of the historical investment results necessarily predictive of future comparative investment results.
of Tweedy, Browne Value Fund to the results of the Standard & In 1986, V. Eugene Shahan, a Columbia University Business
Poor’s 500 Stock Index (the “S&P 500”) and the MSCI World School alumnus and portfolio manager at U.S. Trust, wrote Are
Index (Hedged to US$). The Adviser believes that the S&P Short-Term Performance and Value Investing Mutually Exclusive?
500 is the relevant index for comparison for the period from In this article, Mr. Shahan analyzed the investment
inception through November 30, 2006, when the Fund was at performance of seven money managers, about whom Warren
least 80% invested in US securities. However, beginning in late Buffett wrote in his article, The Super Investors of Graham and
2006, the Fund’s mandate was changed and up to 50% of its Doddsville. Over long periods of time, the seven managers
portfolio was eligible for investment in non-US securities. significantly outperformed the market as measured by the
Accordingly, the Adviser believes the relevant index for Dow Jones Industrial Average (the “DJIA”) or the S&P 500 by
comparison purposes beginning in 2007 is the MSCI World between 7.7% and 16.5% annually. (The goal of most
Index (Hedged to US$). The S&P 500 is an index composed institutional money managers is to outperform the market by
of 500 widely held common stocks listed on the New York 2% to 3%.) However, for periods ranging from 13 years to
Stock Exchange, American Stock Exchange and over-the- 28 years, this group of managers underperformed the market
counter market. The MSCI World Index (Hedged to US$) is a between 7.7% and 42% of the years. Six of the seven
free float-adjusted market capitalization weighted index that is investment managers underperformed the market between
designed to measure the equity market performance of 28% and 42% of the years. In today’s environment, they would
developed markets. Although we believe this comparison may have lost many of their clients during their periods of
be useful, the historical results of the S&P 500 and the MSCI underperformance. Longer term, it would have been the wrong
World Index in large measure represent the investment results decision to fire any of those money managers. In examining the
of stocks that we do not own. Any portfolio that does not own seven long-term investment records, unfavorable investment
exactly the same stocks in exactly the same proportions as the results as compared to either index did not predict the future
index to which the particular portfolio is being compared is not favorable comparative investment results that occurred, and
likely to have the same results as the index. The investment favorable investment results in comparison to the DJIA or the
behavior of a diversified portfolio of undervalued stocks tends S&P 500 were not always followed by future favorable
to be correlated to the investment behavior of a broad index; comparative results. Stretches of consecutive annual
i.e., when the index is up, probably more than one-half of the underperformance ranged from one to six years.
stocks in the entire universe of public companies that are
included in the same index will be up, albeit in greater or lesser Mr. Shahan concluded:
percentages than the index. Similarly, when the index declines, Unfortunately, there is no way to distinguish between a
probably more than one-half of the stocks in the entire poor three-year stretch for a manager who will do well
universe of public companies that are included in the index will over 15 years, from a poor three-year stretch for a
be down in greater or lesser percentages than the index. But it manager who will continue to do poorly. Nor is there any
is almost a mathematical truth that “different stocks equal reason to believe that a manager who does well from the
different results.” outset cannot continue to do well, and consistently.
II-20
March 31, 2010
Value Value
Shares
——
———— —
–––—
—(Note
——————2)
——— Shares
——
———— —
–––—
—(Note
——————2)
———
COMMON STOCKS—90.8% United States (continued)

France—5.2% 325,528 Brown & Brown, Inc. . . . . . . . . . . . . . . . . $5,833,462
99,100 CNP Assurances . . . . . . . . . . . . . . . . . . . . $9,375,774 758,590 Comcast Corporation, Special Class A . . 13,631,862
195,100 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 11,346,338 153,905 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 7,875,319
—
———
—————————— 136,105 Devon Energy Corporation . . . . . . . . . . . 8,769,245
20,722,112 250,435 Emerson Electric Company . . . . . . . . . . . 12,606,898
—
———
———
———
———
—
Germany—10.3% 236,780 Federated Investors, Inc., Class B . . . . . . 6,246,256
219,600 Henkel AG & Company, KGaA . . . . . . . 10,193,464 75,560 FinishMaster, Inc. †. . . . . . . . . . . . . . . . . . 1,305,299
82,187 Krones AG . . . . . . . . . . . . . . . . . . . . . . . . 4,235,348 100,804 Henry Schein, Inc. †. . . . . . . . . . . . . . . . . 5,937,356
66,375 Linde AG . . . . . . . . . . . . . . . . . . . . . . . . . 7,934,033 136,018 Home Depot, Inc. . . . . . . . . . . . . . . . . . . 4,400,182
82,470 Muenchener Rueckversicherungs- 194,449 Johnson & Johnson . . . . . . . . . . . . . . . . . 12,678,075
Gesellschaft AG . . . . . . . . . . . . . . . . . . 13,407,624 357,000 Leucadia National Corporation †. . . . . . . 8,857,170
50,600 Springer (Axel) Verlag AG . . . . . . . . . . . 5,861,477 52,084 National Western Life Insurance
—
———
—————————— Company, Class A . . . . . . . . . . . . . . . . . 9,601,685
41,631,946 98,000 Norfolk Southern Corporation . . . . . . . . 5,477,220
—
———
———
———
———
—
241,910 Philip Morris International, Inc. . . . . . . . 12,618,026
Japan—2.5%
199,032 Transatlantic Holdings, Inc. . . . . . . . . . . 10,508,890
148,100 Canon Inc. . . . . . . . . . . . . . . . . . . . . . . . . 6,862,939
137,202 UniFirst Corporation . . . . . . . . . . . . . . . . 7,065,903
87,000 Honda Motor Company Ltd. . . . . . . . . . . 3,072,560
—
———
———
———
———
— 88,835 Union Pacific Corporation . . . . . . . . . . . 6,511,606
9,935,499 238,000 Wal-Mart Stores, Inc. . . . . . . . . . . . . . . . 13,232,800
—
———
———
———
———
— —
———
——————————
Mexico—0.4% 185,144,468
—
———
———
———
———
—
565,000 Grupo Continental SA . . . . . . . . . . . . . . 1,709,864
—
———
———
———
———
— TOTAL COMMON STOCKS
Netherlands—7.4% (COST $227,477,422) . . . . . . . . . . . . . . 365,865,105
—
———
———
———
———
—
72,500 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 4,139,340
373,000 Heineken Holding NV . . . . . . . . . . . . . . 16,622,585 REGISTERED INVESTMENT COMPANY—5.1%
297,691 Unilever NV, ADR . . . . . . . . . . . . . . . . . 8,978,361 20,632,831 Dreyfus Government Prime Cash
—
———
——————————
29,740,286 Management . . . . . . . . . . . . . . . . . . . . . 20,632,831
—
———
———
———
———
— —
———
———
———
———
—
South Korea—2.0% TOTAL REGISTERED

380,320 Korea Exchange Bank . . . . . . . . . . . . . . . 4,537,823 INVESTMENT COMPANY
206,544 SK Telecom Company Ltd., ADR . . . . . . 3,564,949 (COST $20,632,831) . . . . . . . . . . . . . . . 20,632,831
—
———
—————————— —
———
———
———
———
—
8,102,772
—
———
———
———
———
—
Face
—
———— Value
—
————
Spain—1.9%
493,000 Gestevision Telecinco SA . . . . . . . . . . . . 7,751,488 U.S. TREASURY BILL—3.2%
—
———
———
———
———
—
Switzerland—8.5% $13,000,000 0.161% * due 6/17/10 ††. . . . . . . . . . . . . . 12,995,970
—
———
———
———
———
—
360,600 Nestle SA, Registered, Sponsored ADR . 18,462,720
201,255 Novartis AG, Registered . . . . . . . . . . . . . 10,889,243 TOTAL U.S. TREASURY BILL
30,610 Roche Holding AG . . . . . . . . . . . . . . . . . 4,972,980 (COST $12,995,537) . . . . . . . . . . . . . . . 12,995,970
—
———
—————————— —
———
———
———
———
—
34,324,943 TOTAL INVESTMENTS
—
———
———
———
———
— (Cost $261,105,790**) . . . . . . . . . . . . . . . . 99.1% 399,493,906
United Kingdom—6.7% UNREALIZED APPRECIATION ON
256,000 Diageo PLC, Sponsored ADR . . . . . . . . . 17,267,200 FORWARD CONTRACTS (Net) . . . . . . . 0.8 3,179,630
184,000 GlaxoSmithKline PLC . . . . . . . . . . . . . . . 3,532,127
205,000 Unilever PLC, Sponsored ADR . . . . . . . 6,002,400 OTHER ASSETS AND LIABILITIES (Net)——— 0.1
— —
—— —
————369,848
——————
—
———
—————————— NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . —
100.0% $403,043,384
26,801,727 ———
——
—— —— —— —
—
——
———
—
——
——
———
——
——
——
———
—
———
———
———
———
—
————————————
United States—45.9% * Rate represents annualized yield at date of purchase.
94,535 3M Company . . . . . . . . . . . . . . . . . . . . . . 7,900,290 ** Aggregate cost for federal tax purposes is $261,105,790.
† Non-income producing security.
107,002 American National Insurance Company 12,149,007 †† All or a portion of this security has been segregated to cover certain open forward
98,576 Avatar Holdings Inc. † . . . . . . . . . . . . . . . 2,143,042 contracts. At March 31, 2010, liquid assets totaling $3,998,760 have been seg-
80 Berkshire Hathaway Inc., Class A †. . . . . 9,744,000 regated to cover such open forward contracts.
626 Berkshire Hathaway Inc., Class B † . . . . . 50,875
Abbreviations:

II-21
Sector Diversification (Unaudited) Portfolio Composition (Unaudited)

March 31, 2010 March 31, 2010
Percentage of
Sector
———————— ————— —Net
————Assets
——————
COMMON STOCKS:
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.5%
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8 Cash Equivalents
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3 and Other Assets
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 8.0 and Liabilities (Net)††-9% France-5%
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 Germany-10%
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 Japan-3%
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0 Netherlands-7%
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0
Household & Personal Products . . . . . . . . . . . . . . . . . . . . . 2.5 United States-46%
Consumer Durables & Apparel. . . . . . . . . . . . . . . . . . . . . . 1.8 South Korea-2%
Technology Hardware & Equipment . . . . . . . . . . . . . . . . . 1.7 Spain-2%
Health Care Equipment & Services . . . . . . . . . . . . . . . . . . 1.5
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1 Switzerland-9%
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 0.9 United Kingdom-7%
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——
—0.5
—
——
——
—
——
——
—— Mexico-0%†
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
† Amount represents less than 1% of net assets
Unrealized Appreciation on Forward Contracts (Net) . . 0.8
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . 0.1 †† Includes Unrealized Appreciation on Forward Contracts (Net)
——
——
——
——
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%
——
——
——
——
——
——
——
——
Schedule of Forward Exchange Contracts

March 31, 2010

Contracts
——
——
— — Origination
——— ———— ———Date
——— —
——(Note
———————2)
—— —
— —
——Gain
—————(Loss)
—————— —
FORWARD EXCHANGE CONTRACTS TO SELL (a)
9,000,000 European Union Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 $(11,756,880) $(12,178,227) $(421,347)
Cash Equivalents and Other Assets
1,750,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/18/10 (2,662,625) (2,653,814) 8,811
1,500,000 Great Britain Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/31/10 (2,470,522) (2,273,338)
United States 197,184
275,000,000 Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/10/11 (3,055,555) (2,954,810) 100,745
7,300,000,000 South Korean Won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5/4/10 (5,434,783) United Kingdom(1,008,403)
(6,443,186)
4,500,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/2/10 (4,240,482) (4,279,852) (39,370)
4,500,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8/30/10 (4,257,695) (4,281,017)
Switzerland (23,322)
5,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/19/10 (4,888,063) (4,759,462) 128,601
5,000,000 Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2/8/11 (4,757,600) (4,766,882) (9,282)
————————————————————————————————————————————————
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(124,118,571) Spain
$(120,938,941) $3,179,630
——
———
——
——
——
——
——
————
——
——
————
——
————
————
——
——
——
——
——
——
——
————
——
——
——
————
——
————
——
————
——
——
——
————
——
——
————
—
Unrealized Appreciation on Forward Contracts (Net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South Korea $3,179,630
——
—————
——
——
——
— —
——
——
——
— —
——
—
————————————
(a) Primary risk exposure being hedged against is currency risk. Netherlands
Japan
SEE NOTES TO FINANCIAL STATEMENTS Germany
II-22
France
Tweedy, Browne
Worldwide
Value FundHigh Dividend Yield Value Fund
Portfolio
Portfolio Highlights
Highlights as
as of
of March
March 31,
31, 2010
2010 (Unaudited)
(Unaudited)
Investment Strategy
The Tweedy, Browne Worldwide High Dividend Yield Value Fund seeks long-term growth of capital by investing in companies
around the globe that the Adviser believes to have above-average dividend yields, an established history of paying dividends and
reasonable valuations. The Worldwide High Dividend Yield Value Fund is a pure no-load fund with no 12b-1 provisions.

Tweedy, Browne Worldwide High Dividend Yield Value Fund vs.
Morgan Stanley Capital International (“MSCI”) World Index (in US$)
9/5/07 through 3/31/10
$11,000
Tweedy, Browne Worldwide High Dividend Yield Value Fund*
Index: MSCI World Index (in US$)*
$10,000
$9,148
$9,000
$8,160
$8,000
$7,000
$6,000
$5,000
Mar 2009
Sep 2007
Mar 2008
Mar 2010
Sep 2008
Sep 2009
The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance of
developed markets.

Inception (9/5/07) The Fund 45.19% (8.52)%
through 3/31/10 (3.41)% (3.70)% MSCI World
Year Ended (in US$) 52.37% (18.40)%
3/31/10 45.19% 44.93%
therefore, the closest month end to inception date of the Fund, August 31, 2007, has been used.
** The Adviser has waived a portion of its fees since inception, September 5, 2007.
II-23
March 31, 2010
In accordance with rules and guidelines set out by the performance of seven money managers, about whom
United States (US) Securities and Exchange Commission, we Warren Buffett wrote in his article, The Super- investors of
have provided a comparison of the historical investment results Graham and Doddsville. Over long periods of time, the seven
of Tweedy, Browne Worldwide High Dividend Yield Value managers significantly outperformed the market as measured by
Fund to the results of an appropriate broad-based securities the Dow Jones Industrial Average (the “DJIA”) or the
index, the Morgan Stanley Capital International (MSCI) Standard & Poor’s 500 Stock Index (the “S&P 500”) by
World Index (in US dollars). Although we believe this between 7.7% and 16.5% annually. (The goal of most
comparison may be useful, the historical results of the MSCI institutional money managers is to outperform the market by
World Index (in US dollars) in large measure represent the 2% to 3%.) However, for periods ranging from 13 years to 28
investment results of stocks that we do not own. Any portfolio years, this group of managers underperformed the market
that does not own exactly the same stocks in exactly the same between 7.7% and 42% of the years. Six of the seven
proportions as the index to which the particular portfolio is investment managers underperformed the market between
being compared is not likely to have the same results as the 28% and 42% of the years. In today’s environment, they would
index. The investment behavior of a diversified portfolio of have lost many of their clients during their periods of
undervalued stocks tends to be correlated to the investment underperformance. Longer term, it would have been the wrong
behavior of a broad index; i.e., when the index is up, probably decision to fire any of those money managers. In examining the
more than one-half of the stocks in the entire universe of seven long-term investment records, unfavorable investment
public companies in all the countries that are included in the results as compared to either index did not predict the future
same index will be up, albeit in greater or lesser percentages favorable comparative investment results that occurred, and
than the index. Similarly, when the index declines, probably favorable investment results in comparison to the DJIA or the
more than one-half of the stocks in the entire universe of S&P 500 were not always followed by future favorable
public companies in all the countries that are included in the comparative results. Stretches of consecutive annual
index will be down in greater or lesser percentages than the underperformance ranged from one to six years.
index. But it is almost a mathematical truth that “different
stocks equal different results.” Mr. Shahan concluded:
We believe that favorable or unfavorable historical poor three-year stretch for a manager who will do well
investment results in comparison to an index are not over 15 years, from a poor three-year stretch for a
necessarily predictive of future comparative investment results. manager who will continue to do poorly. Nor is there any
In 1986, V. Eugene Shahan, a Columbia University Business reason to believe that a manager who does well from the
School alumnus and portfolio manager at U.S. Trust, wrote Are outset cannot continue to do well, and consistently.
Short-Term Performance and Value Investing Mutually Exclusive?
In this article, Mr. Shahan analyzed the investment

II-24
March 31, 2010
Value Value
Shares
——
———— —
——(Note
———
— ——2)
———— Shares
——
———— —
——(Note
———
— ——2)
————
COMMON STOCKS—86.2% United States (continued)

Canada—1.7% 60,460 Coca-Cola Company/The . . . . . . . . . . . . $3,325,300
56,100 IGM Financial, Inc. . . . . . . . . . . . . . . . . . $2,466,177 67,215 ConocoPhillips . . . . . . . . . . . . . . . . . . . . . 3,439,392
—
———
———
———
———
— 97,610 Emerson Electric Company . . . . . . . . . . . 4,913,687
France—6.3% 113,578 Exelon Corporation . . . . . . . . . . . . . . . . . 4,975,852
51,529 CNP Assurances . . . . . . . . . . . . . . . . . . . . 4,875,119 76,600 Federated Investors, Inc., Class B . . . . . . 2,020,708
72,880 Total SA . . . . . . . . . . . . . . . . . . . . . . . . . . 4,238,448 103,000 Genuine Parts Company . . . . . . . . . . . . . 4,350,720
—
———
—————————— 93,055 Home Depot, Inc. . . . . . . . . . . . . . . . . . . 3,010,329
9,113,567
—
———
———
———
———
— 53,520 Johnson & Johnson . . . . . . . . . . . . . . . . . 3,489,504
Germany—3.5% 32,294 McDonald’s Corporation . . . . . . . . . . . . . 2,154,656
31,170 Muenchener Rueckversicherungs- 51,625 Norfolk Southern Corporation . . . . . . . . 2,885,321
Gesellschaft AG . . . . . . . . . . . . . . . . . . 5,067,487 81,745 Philip Morris International, Inc. . . . . . . . 4,263,819
—
———
———
———
———
— 62,440 Reynolds American, Inc. . . . . . . . . . . . . . 3,370,511
Italy—3.8% 90,360 Sysco Corporation . . . . . . . . . . . . . . . . . . 2,665,620
—
———
——————————
144,505 Eni SPA . . . . . . . . . . . . . . . . . . . . . . . . . . 3,396,368 52,132,375
246,275 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . 2,119,383 —
———
———
———
———
—
—
———
——————————
5,515,751 TOTAL COMMON STOCKS
—
———
———
———
———
—
(COST $113,515,074) . . . . . . . . . . . . . . 125,054,744
Mexico—5.5% —
———
———
———
———
—
1,223,000 Embotelladoras Arca SA de CV . . . . . . . 4,229,063 REGISTERED INVESTMENT COMPANY—7.2%
653,600 Kimberly-Clark de Mexico SA de CV, 10,484,953 Dreyfus Government Prime Cash
Class A . . . . . . . . . . . . . . . . . . . . . . . . . . 3,706,752 Management . . . . . . . . . . . . . . . . . . . . . 10,484,953
—
———
———
———
———
— —
———
———
———
———
—
7,935,815
—
———
———
———
———
—
TOTAL REGISTERED
Netherlands—4.8% INVESTMENT COMPANY
47,880 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . 2,733,677 (COST $10,484,953) . . . . . . . . . . . . . . . 10,484,953
139,109 Unilever NV, CVA . . . . . . . . . . . . . . . . . 4,215,396 —
———
———
———
———
—
—
———
——————————
6,949,073
—
———
———
———
———
— Face Value
—
———— —
————
South Korea—1.7%
145,975 SK Telecom Company Ltd., ADR . . . . . . 2,519,529 TREASURY BILLS—5.7%
—
———
———
———
———
—
Germany—4.7%
Switzerland—6.9% €5,000,000 0.233% * due 6/16/10 . . . . . . . . . . . . . . . 6,762,250
56,265 Nestle SA, Registered . . . . . . . . . . . . . . . 2,886,618 —
———
———
———
———
—
79,325 Novartis AG, Registered . . . . . . . . . . . . . 4,292,013 United States—1.0%
17,230 Roche Holding AG . . . . . . . . . . . . . . . . . 2,799,230 $1,500,000 0.161% * due 6/17/10 . . . . . . . . . . . . . . . 1,499,535
—
———
—————————— —
———
———
———
———
—
9,977,861
—
———
———
———
———
— TOTAL TREASURY BILLS
United Kingdom—16.1% (COST $8,231,674) . . . . . . . . . . . . . . . . 8,261,785
—
———
———
———
———
—
704,825 BAE Systems PLC . . . . . . . . . . . . . . . . . . 3,969,745
TOTAL INVESTMENTS
287,270 BP PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,716,523
(Cost $132,231,701**) . . . . . . . . . . . . . . . . 99.1% 143,801,482
164,025 Daily Mail & General Trust, Class A . . . 1,238,075
243,860 Diageo PLC, Sponsored ADR . . . . . . . . . 4,091,213 OTHER ASSETS AND
209,097 GlaxoSmithKline PLC . . . . . . . . . . . . . . . 4,013,898 LIABILITIES (Net) . . . . . . . . . . . . . . . . . . . ——— 0.9
— —
—— —
——1,292,336
————————
200,500 Pearson PLC . . . . . . . . . . . . . . . . . . . . . . . 3,150,870 NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . —
100.0%
——— —
——$145,093,818
—
——————————
———— —
—— —
——————————
1,820,190 Vodafone Group PLC . . . . . . . . . . . . . . . 4,196,785 ————————————
—
———
——————————
23,377,109 * Rate represents annualized yield at date of purchase.
—
———
———
———
———
— ** Aggregate cost for federal tax purposes is $132,231,701.
United States—35.9%
Abbreviations:
172,925 Altria Group, Inc. . . . . . . . . . . . . . . . . . . 3,548,421 ADR — American Depository Receipt
29,583 Arthur J. Gallagher & Company . . . . . . . 726,263 CVA — Certificaaten van aandelen (Share Certificates)
115,800 AT&T, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 2,992,272 € — European Union Euro

II-25
Sector Diversification (Unaudited)

March 31, 2010
Percentage of
Sector
———————— ————— —Net
————Assets
——————
COMMON STOCKS:
Pharmaceuticals, Biotechnology & Life Sciences. . . . . . . . 10.1%
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.5
Beverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9
Tobacco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
Telecommunication Services. . . . . . . . . . . . . . . . . . . . . . . . 6.7
Capital Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
Retailing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9
Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Consumer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——
—1.5
—
——
——
—
——
——
——
Treasury Bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
Other Assets and Liabilities (Net) . . . . . . . . . . . . . . . . . . ——
—0.9
—
——
——
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%
——
——
——
——
——
——
——
——
Portfolio Composition (Unaudited)

March 31, 2010
Cash Equivalents
and Other Assets Canada-2%
and Liabilities (Net)-14% France-6%
Germany-3%
Italy-4%
Mexico-5%
Netherlands-5%
South Korea-2%
United States-36% Switzerland-7%
United Kingdom-16%

II-26
Statements of Assets and Liabilities

March 31, 2010
Global Value
Fund II - Worldwide High
Global Value Currency Value Dividend Yield
Fund
______________ Unhedged (a)
______________ Fund
______________ Value Fund
______________
ASSETS
Investments, at cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,721,996,688
______________
______________ $34,761,239
______________
______________ $261,105,790
______________
______________ $132,231,701
______________
______________
Investments, at value (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . $4,251,057,433 $35,334,527 $399,493,906 $143,801,482
Foreign currency (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 50 — 28
Dividends and interest receivable. . . . . . . . . . . . . . . . . . . . . . 9,702,582 51,293 677,987 383,245
Receivable for investment securities sold . . . . . . . . . . . . . . . . 13,191,092 — — —
Recoverable foreign withholding taxes. . . . . . . . . . . . . . . . . . 8,694,494 10,831 172,039 66,421
Receivable for Fund shares sold . . . . . . . . . . . . . . . . . . . . . . . 6,112,962 62,794 89,462 1,059,880
Unrealized appreciation of forward exchange contracts
(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,618,640 — 4,681,354 —
Prepaid expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,844
______________ 45,182
______________ 5,643
______________ 1,591
______________
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,365,436,047
______________ 35,504,677
______________ 405,120,391
______________ 145,312,647
______________
LIABILITIES
Unrealized depreciation of forward exchange contracts
(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $52,018,163 $ — $1,501,724 $ —
Payable for investment securities purchased. . . . . . . . . . . . . . — 899,520 — —
Payable for Fund shares redeemed . . . . . . . . . . . . . . . . . . . . . 3,628,550 5,209 206,863 92,366
Investment advisory fee payable (Note 3) . . . . . . . . . . . . . . . 2,877,026 5,365 271,495 84,874
Transfer agent fees payable (Note 3) . . . . . . . . . . . . . . . . . . . 249,845 3,531 26,862 9,474
Custodian fees payable (Note 3). . . . . . . . . . . . . . . . . . . . . . . 141,883 2,716 4,825 2,105
Administration and accounting fees payable (Note 3) . . . . . 96,603 848 9,211 3,305
Due to Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,962 9 522 —
Accrued expenses and other payables. . . . . . . . . . . . . . . . . . . 567,473
______________ 12,966
______________ 55,505
______________ 26,705
______________
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,615,505
______________ 930,164
______________ 2,077,007
______________ 218,829
______________
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,305,820,542
______________
______________ $34,574,513
______________
______________ $403,043,384
______________
______________ $145,093,818
______________
______________
NET ASSETS consist of

Undistributed (distributions in excess of) net investment
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,107,196 $26,186 $709,549 $(40,685)
Accumulated net realized gain (loss) on securities, forward
exchange contracts and foreign currencies . . . . . . . . . . . . (32,351,564) (1) 11,126,834 (11,858,386)
Net unrealized appreciation of securities, forward exchange
contracts, foreign currencies and net other assets. . . . . . . 1,553,863,607 573,210 141,579,370 11,570,148
Par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,454 337 2,118 1,684
Paid-in capital in excess of par value . . . . . . . . . . . . . . . . . . . 2,776,181,849
______________ 33,974,781
______________ 249,625,513
______________ 145,421,057
______________
Total Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,305,820,542
______________
______________ $34,574,513
______________
______________ $403,043,384
______________
______________ $145,093,818
______________
______________
CAPITAL STOCK, (common stock outstanding) . . . . . . . . . . 194,542,154
______________
______________ 3,367,233
______________
______________ 21,179,384
______________
______________ 16,835,474
______________
______________
NET ASSET VALUE, offering and redemption price per share $22.13
______________
______________ $10.27
______________
______________ $19.03
______________
______________ $8.62
______________
______________
________________________________________________
(a) The Tweedy, Browne Global Value Fund II - Currency Unhedged commenced operations on October 26, 2009.
(b) 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 $0, $50, $0 and $28, respectively.

II-28
Statements of Operations
For the Year Ended March 31, 2010
Global Value
Fund II - Worldwide High
Global Value Currency Value Dividend Yield
Fund Unhedged (a) Fund Value Fund
—————— —————— —————— ——————
INVESTMENT INCOME
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $132,879,305 $136,916 $11,235,050 $4,551,144
Foreign withholding taxes. . . . . . . . . . . . . . . . . . . . . . . . (15,127,856) (10,733) (933,160) (258,890)
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321,018
______________ —
_____________ 41,002
_____________ 22,570
_____________
Total Investment Income . . . . . . . . . . . . . . . . . . 118,072,467
______________ 126,183
_____________ 10,342,892
_____________ 4,314,824
_____________
EXPENSES
Investment advisory fee (Note 3) . . . . . . . . . . . . . . . . . . 48,842,543 111,500 4,588,229 1,447,193
Transfer agent fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . 1,464,694 15,781 238,655 73,614
Custodian fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . 1,653,292 13,580 53,842 25,196
Administration and accounting fees (Note 3) . . . . . . . . 1,060,505 3,026 102,173 34,123
Legal and audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487,207 9,706 55,684 21,234
Directors’ fees and expenses (Note 3) . . . . . . . . . . . . . . 256,067 6,944 42,333 20,276
Registration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,200 16,069 34,398 35,091
Organizational Expenses . . . . . . . . . . . . . . . . . . . . . . . . . — 33,347 — —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851,076
______________ 18,386
_____________ 93,333
_____________ 38,554
_____________
Total Expenses before waivers . . . . . . . . . . . . . . . 54,693,584
______________ 228,339
_____________ 5,208,647
_____________ 1,695,281
_____________
Less: Investment advisory fees waived and/or expenses
reimbursed (Note 3). . . . . . . . . . . . . . . . . . . . . . . . . . —
______________ (106,135)
_____________ —
_____________ (109,158)
_____________
Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,693,584
______________ 122,204
_____________ 5,208,647
_____________ 1,586,123
_____________
NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . 63,378,883
______________ 3,979
_____________ 5,134,245
_____________ 2,728,701
_____________
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

(Notes 2 and 4):
Net realized gain (loss) on:
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,023,750 (1) 20,139,141 4,670,095
Forward exchange contracts (b). . . . . . . . . . . . . . . . . 67,539,946 — 1,872,259 —
Foreign currencies and net other assets. . . . . . . . . . . 345,618
______________ (2,357)
_____________ 15,889
_____________ 221,333
_____________
Net realized gain (loss) on investments during the
year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403,909,314
______________ (2,358)
_____________ 22,027,289
_____________ 4,891,428
_____________
Net unrealized appreciation (depreciation) of:
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,455,744,501 573,288 125,959,720 31,510,819
Forward exchange contracts (b). . . . . . . . . . . . . . . . . (192,248,451) — (5,931,603) —
Foreign currencies and net other assets. . . . . . . . . . . 1,003,789
______________ (78)
_____________ 14,181
_____________ 4,120
_____________
Net unrealized appreciation of investments during the
year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,264,499,839
______________ 573,210
_____________ 120,042,298
_____________ 31,514,939
_____________
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,668,409,153
______________ 570,852
_____________ 142,069,587
_____________ 36,406,367
_____________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,731,788,036
______________
______________ $574,831
_____________
_____________ $147,203,832
_____________
_____________ $39,135,068
_____________
_____________
________________________________________________
(b) Primary risk exposure being hedged is currency risk.

II-29
Statements of Changes in Net Assets
______________________________ Global Value Fund

Year Ended Year Ended
________3/31/2010
______________________________________________ ___________3/31/2009
______________________________________________
INVESTMENT ACTIVITIES:
Net investment income $63,378,883 $150,110,863
Net realized gain (loss) on securities, forward exchange contracts and currency transactions during the
year/period 403,909,314 (482,007,240)
Net unrealized appreciation (depreciation) of securities, forward exchange contracts, foreign currencies
and net other assets during the year/period 1,264,499,839 (2,018,655,763)
Net increase (decrease) in net assets resulting from operations 1,731,788,036 (2,350,552,140)
DISTRIBUTIONS:
Dividends to shareholders from net investment income (65,076,197) (151,157,844)
Distributions to shareholders from net realized gain on investments — (415,942,376)
Net increase (decrease) in net assets from Fund share transactions (455,420,373) (652,232,893)
Redemption Fees 169,090 374,744
Net increase (decrease) in net assets 1,211,460,556 (3,569,510,509)
NET ASSETS
Beginning of year/period 3,094,359,986 6,663,870,495
End of year/period $4,305,820,542 $3,094,359,986
Undistributed (distributions in excess of) net investment income at end of year/period $8,107,196 $9,991,934

II-30
Global Value
Fund II -
Currency Worldwide High Dividend
Unhedged
___________ ______________________________ Value Fund ______________________________ Yield Value Fund
Period Ended Year Ended Year Ended Year Ended Year Ended
_3/31/2010
__________________________________________(a)
______ _______3/31/2010
________________________________________ ______3/31/2009
__________________________________________ ______3/31/2010
_________________________________________ _______3/31/2009
__________________________________________
$3,979 $5,134,245 $3,752,451 $2,728,701 $2,217,844
(2,358) 22,027,289 8,807,166 4,891,428 (16,827,053)
573,210 120,042,298 (138,896,404) 31,514,939 (17,297,479)

574,831 147,203,832 (126,336,787) 39,135,068 (31,906,688)
(7,147) (4,497,188) (4,058,653) (2,849,813) (2,319,850)

— — (39,043,896) — —
34,005,329 (44,450,144) 62,988,730 28,891,458 43,739,295
1,500 — — 4,175 13,845
34,574,513 98,256,500 (106,450,606) 65,180,888 9,526,602
— 304,786,884 411,237,490 79,912,930 70,386,328

$34,574,513 $403,043,384 $304,786,884 $145,093,818 $79,912,930
$26,186 $709,549 $51,907 $(40,685) $(501,868)

II-31
Financial Highlights
For a Fund share outstanding throughout each year.
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/10
---------------------------
3/31/09
-----------------------------
3/31/08
----------------------------
3/31/07
------------------------------
3/31/06
-----------------------------
Net asset value, beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.15
———— $27.21
———— $32.31
———— $28.56
———— $24.08
————
Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.33 0.66(a)(b) 0.50 0.47 0.34
Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . 7.98
———— (10.90)
———— —(2.24)
——— 4.06
———— 4.51
————
Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . 8.31
———— (10.24)
———— —(1.74)
——— 4.53
———— 4.85
————
Distributions:
Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33) (0.75) (0.48) (0.43) (0.37)
Distributions from net realized gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ————— —(2.07)
——— —(2.88)
——— (0.35)
———— —————
Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33)
———— —(2.82)
——— —(3.36)
——— (0.78)
———— (0.37)
————
Redemption fees (c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——0.00
—— ——0.00
—— ——0.00
—— ——0.00
—— ——0.00
——
Net asset value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22.13
— $14.15 $27.21 $32.31 $28.56
————
—— — —
————
—— — —
————
—— — ————
——— — ————
——— —
Total return (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —58.85%
——
——— (38.57)%
———
——— —(6.35)%
——
——— 16.01%
——
——
——— 20.24%
——
——
———
—— —— —— — —
Ratios/Supplemental Data:
Net assets, end of year (in 000s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,305,821 $3,094,360 $6,663,870 $8,323,689 $8,060,962
Ratio of operating expenses to average net assets . . . . . . . . . . . . . . . . . . 1.40% 1.40% 1.37% 1.37% 1.38%
Ratio of net investment income to average net assets . . . . . . . . . . . . . . 1.62% 3.05%(b) 1.45% 1.53% 1.33%
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7% 16% 9% 13% 6%
________________________________________________
(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.

For a Fund share outstanding throughout the period.
Period
Ended
3/31/10 (a)
----------------------------------------
Net asset value, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
—————
Net investment income (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00
—————
—————
Distributions:
Dividends from net investment income (b) . . . . . . . . . . . . . . . . . . . . . . . 0.00
Distributions from net realized gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——————
Total distributions (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00
—————
Redemption fees (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ———0.00
——
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —$10.27
—————
————
Total return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——
——2.74%
——
———
—
Net assets, end of period (in 000s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34,575
Ratio of operating expenses to average net assets . . . . . . . . . . . . . . . . . . 1.37%(d)
Ratio of operating expenses to average net assets excluding
waivers and/or reimbursement of expenses . . . . . . . . . . . . . . . . . . . . 2.56%(d)
Ratio of net investment income to average net assets . . . . . . . . . . . . . . . 0.04%(d)
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00%
________________________________________________
(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 period indicated.
(d) Annualized.

II-32
Financial Highlights
For a Fund share outstanding throughout each year.
Year Year Year Year Year

Ended Ended Ended Ended Ended
3/31/10
---------------------------
3/31/09
-----------------------------
3/31/08
----------------------------
3/31/07
------------------------------
3/31/06
-----------------------------
Net asset value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.73
———— $20.90
———— $24.65
———— $24.27
———— $24.67
————
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24 0.18 0.22 0.21 0.30(a)
Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . . . ——6.27
—— —(6.22)
——— —(1.43)
——— ——2.38
—— ——1.49
——
———— —(6.04)
——— —(1.21)
——— 2.59
———— 1.79
————
Distributions:
Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . (0.21) (0.20) (0.19) (0.27) (0.33)
Distributions from net realized gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ————— —(1.93)
——— —(2.35)
——— (1.94)
———— —(1.86)
———
———— —(2.13)
——— —(2.54)
——— (2.21)
———— —(2.19)
———
Net asset value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.03
——
——
——— $12.73
——
——
——— $20.90
——
——
——— $24.65
——
——
—— $24.27
—
— — — — — ——
——
———
Total return (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.18%
——
——
——— (30.01)%
——
——
——— (5.41)%
——
——
——— —10.76%
—— — ——7.41%
— —
— — — ———— ————
Net assets, end of year (in 000s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $403,043 $304,787 $411,237 $515,527 $548,169
Ratio of operating expenses to average net assets . . . . . . . . . . . . . . . . . . 1.42% 1.41% 1.37% 1.38% 1.36%
Ratio of net investment income to average net assets . . . . . . . . . . . . . . . 1.40% 1.02% 0.83% 0.80% 1.08%(a)
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11% 37% 11% 9% 9%
________________________________________________
(a) For year ended 3/31/06, investment income per share reflects a special dividend which amounted to $0.05 per share. Excluding the special dividend,
the ratio of net investment income to average net assets would have been 0.88% per share.
(b) Total return represents aggregate total return for the periods indicated.

For a Fund share outstanding throughout each year/period.
Year Year Period

Ended Ended Ended
3/31/10
----------------------------------------
3/31/09
--------------------------------------
3/31/08 (a)
----------------------------
Net asset value, beginning of year/period . . . . . . . . . . . . . . . . . . . . . . . . ——$6.09
——— $9.70
————— $10.00
—————
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.22 0.10
————— ——(3.57)
——— ——(0.37)
———
————— ——(3.35)
——— ——(0.27)
———
Distributions:
Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . (0.20) (0.26) (0.03)
Distributions from net realized gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . —————— —————— ——————
————— (0.26)
————— (0.03)
—————
Redemption fees (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ———0.00
—— ———0.00
—— ———0.00
——
Net asset value, end of year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $8.62 $6.09 $9.70
—————
——— — ————
—————— —————
———— —
Total return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —45.19%
————
——— (35.25)%
——
——
——
——— ——(2.69)%
——
——
———
— — — —
Net assets, end of year/period (in 000s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145,094 $79,913 $ 70,386
Ratio of operating expenses to average net assets . . . . . . . . . . . . . . . . . . 1.37% 1.37% 1.37%(d)
Ratio of operating expenses to average net assets excluding
waivers and/or reimbursement of expenses . . . . . . . . . . . . . . . . . . . . 1.46% 1.54% 1.86%(d)
Ratio of net investment income to average net assets . . . . . . . . . . . . . . . 2.36% 2.99% 2.38%(d)
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 period indicated.
(d) Annualized.

II-33
Notes to Financial Statements
1. Organization security or asset or, if applicable, the NASDAQ Official Closing

Tweedy, Browne Fund Inc. (the “Company”) is an open- Price (“NOCP”). Portfolio securities and other assets, which are
end management investment company registered with the readily marketable but for which there are no reported sales on
United States (“U.S.”) Securities and Exchange Commission the valuation date, whether because they are not traded in a
under the Investment Company Act of 1940, as amended. The system providing for same day publication of sales or because
Company was organized as a Maryland corporation on January there were no sales reported on such date, are generally valued
28, 1993. Tweedy, Browne Global Value Fund (“Global Value at the mean between the last asked price and the last bid price
Fund”), Tweedy, Browne Global Value Fund II - Currency prior to the close of regular trading. Securities and other assets
Unhedged (“Global Value Fund II - Currency Unhedged”), for which current market quotations are not readily available,
Tweedy, Browne Value Fund (“Value Fund”), and Tweedy, and those securities which are generally not readily marketable
Browne Worldwide High Dividend Yield Value Fund due to significant legal or contractual restrictions, will be valued
(“Worldwide High Dividend Yield Value Fund”), (each a at fair value as determined by the Investment Adviser under the
“Fund” and together, the “Funds”), are each a diversified series direction of the Board of Directors. Securities and other assets
of the Company. for which the most recent market quotations may not be
reliable (including because the last sales price does not reflect
The Funds commenced operations as follows: current market value at the time of valuing the Funds’ asset due
to developments since such last price) may be valued at fair
Commencement of value if the Investment Adviser concluded that fair valuation
Fund Operations
will likely result in a more accurate net asset valuation. Debt
Global Value Fund 06/15/93 securities purchased with a remaining maturity of more than
60 days are valued through pricing obtained by pricing services
Global Value Fund II - Currency Unhedged 10/26/09
approved by the Funds’ Board of Directors. Debt securities
Value Fund 12/08/93 purchased with a remaining maturity of 60 days or less are
Worldwide High Dividend Yield Value Fund 09/05/07
valued at amortized cost, which approximates market value, or
by reference to other factors (i.e., pricing services or dealer
The Global Value Fund and Global Value Fund II - quotations) by the Investment Adviser.
Currency Unhedged seek long-term capital growth by investing Fair Value Measurements The inputs and valuation
primarily in foreign securities that Tweedy, Browne Company techniques used to measure fair value of the Funds’ net assets are
LLC (“Tweedy, Browne” or the “Investment Adviser”) believes summarized into three levels as described in the hierarchy
are undervalued. The Value Fund seeks long-term capital below:
growth by investing primarily in U.S. and foreign securities that
Tweedy, Browne believes are undervalued. The Worldwide • Level 1 – quoted prices in active markets for identical
High Dividend Yield Value Fund seeks long-term capital growth securities
by investing in U.S. and foreign securities that Tweedy, Browne
believes to have above-average dividend yields and valuations • Level 2 – other significant observable inputs (including
that are reasonable. quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.)
2. Significant Accounting Policies
• Level 3 – significant unobservable inputs (including the
The preparation of financial statements in accordance with Fund’s own assumptions in determining the fair value of
accounting principles generally accepted in the U.S. requires investments)
management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. The inputs or methodology used for valuing securities are
Actual results could differ from those estimates. The following not necessarily an indication of the risk associated with
is a summary of significant accounting policies consistently investing in those securities. A summary of the inputs used to
followed by the Funds in the preparation of their financial value the Funds’ assets carried at fair value as of March 31, 2010
statements. is as follows:
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 sale price prior to the close of
regular trading on the principal exchange or system for such
II-34
Global Value Fund

Level 2
Other Level 3
Total Level 1 Significant Significant
Value at Quoted Observable Unobservable
March 31, 2010 Price Inputs Inputs
Investments in Securities:
Equity Securities
Common Stocks
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45,714,849 $45,714,849 $— $—
Czech Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,476,109 1,476,109 — —
Finland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,335,110 157,335,110 — —
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295,700,379 295,700,379 — —
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 619,536,552 619,536,552 — —
Greece . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,982,616 12,982,616 — —
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,528,100 38,528,100 — —
Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,224 — — 90,224
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,956,763 100,956,763 — —
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280,082,989 275,540,930 4,542,059 —
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215,785,871 215,785,871 — —
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431,354,920 431,354,920 — —
Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,812,120 85,812,120 — —
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,377,304 87,377,304 — —
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,483,278 159,483,278 — —
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,200,097 107,200,097 — —
Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368,874 368,874 — —
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 616,869,632 612,567,695 4,301,937 —
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318,916,323 318,916,323 — —
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,578,132 200,578,132 — —
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,090,629 1,090,629 — —
Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,659,054 12,659,054 — —
Registered Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346,174,290 346,174,290 — —
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,983,218 — 114,983,218 —
Total Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,251,057,433 4,127,139,995 123,827,214 90,224
Other Financial Instruments:
Asset
Unrealized appreciation of forward exchange contracts . . . . . . 76,618,640 — 76,618,640 —
Liability
Unrealized depreciation of forward exchange contracts . . . . . . (52,018,163) — (52,018,163) —
Total $4,275,657,910 $4,127,139,995 $148,427,691 $90,224
Global Value Fund II - Currency Unhedged

Level 2
Other Level 3
Equity Securities
Common Stocks
Finland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $74,529 $74,529 $— $—
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,095,240 3,095,240 — —
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,505,112 2,505,112 — —
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,340 548,340 — —
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,628,454 1,628,454 — —
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,390,403 1,274,211 116,192 —
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 529,531 529,531 — —
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,705,964 2,705,964 — —
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,934 54,934 — —
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,940 327,940 — —
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,074 132,074 — —
II-35

Global Value Fund II - Currency Unhedged (Continued)
Level 2
Other Level 3
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,499,355 $3,499,355 $— $—
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,741,495 3,741,495 — —
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,733,873 2,733,873 — —
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900,694 900,694 — —
Preferred Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,340 161,340 — —
Registered Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,305,249 11,305,249 — —
Total Investments in Securities $35,334,527 $35,218,335 $116,192 $—
Value Fund
Level 2
Other Level 3
Equity Securities
Common Stocks
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,722,112 $20,722,112 $— $—
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,631,946 41,631,946 — —
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,935,499 9,935,499 — —
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,709,864 1,709,864 — —
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,740,286 29,740,286 — —
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,102,772 8,102,772 — —
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,751,488 7,751,488 — —
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,324,943 34,324,943 — —
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,801,727 26,801,727 — —
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,144,468 183,839,169 1,305,299 —
U.S. Treasury Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,995,970 — 12,995,970 —
Total Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399,493,906 385,192,637 14,301,269 —
Other Financial Instruments:
Asset
Unrealized appreciation of forward exchange contracts . . . . . . 4,681,354 — 4,681,354 —
Liability
Unrealized depreciation of forward exchange contracts . . . . . . (1,501,724) — (1,501,724) —
Total $402,673,536 $385,192,637 $17,480,899 $—
Worldwide High Dividend Yield Value Fund

Level 2
Other Level 3
Equity Securities
Common Stocks
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,466,177 $2,466,177 $— $—
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,113,567 9,113,567 — —
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,067,487 5,067,487 — —
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,515,751 5,515,751 — —
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,935,815 7,935,815 — —
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,949,073 6,949,073 — —
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,519,529 2,519,529 — —
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,977,861 9,977,861 — —
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,377,109 23,377,109 — —
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,132,375 52,132,375 — —
II-36

Worldwide High Dividend Yield Value Fund (Continued)
Level 2
Other Level 3
Treasury Bills
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,762,250 $— $6,762,250 $—
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,499,535 — 1,499,535 —
Total Investments in Securities $143,801,482 $135,539,697 $8,261,785 $—
The following is a reconciliation of the Global Value Fund’s Level 3 investments for which significant unobservable inputs
were used to determine fair value.
Equity Securities
Total Ireland United Kingdom
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance as of March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $93,798 $88,530 $5,268
Accrued discounts/premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Realized gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,344,550) — (1,344,550)
Change in unrealized appreciation (depreciation) . . . . . . . . . . . . . . 1,340,976 1,694 1,339,282
Net purchases (sales) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Transfer in and/or out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
————— ————— —————
Balance as of March 31, 2010 $90,224 $90,224 $—
—————
————— —————
————— —————
—————
The net unrealized gains presented in the table above in order to reduce their exposure to fluctuations in foreign
relate to investments that were held during the year ended currency exchange on their portfolio holdings. Forward
March 31, 2010. The Global Value Fund presents these gains exchange contracts are valued at the forward rate and are
on the Statements of Operations as net realized gain (loss) on marked-to-market daily. The change in market value is
securities and net unrealized appreciation (depreciation) of recorded by each of the Funds as an unrealized gain or loss.
securities, respectively. When the contract is closed, the Funds record a realized gain
or loss equal to the difference between the value of the contract
Foreign Currency The books and records of the Funds are at the time that it was opened and the value of the contract at
maintained in U.S. dollars. Foreign currencies, investments and the time that it was closed.
other assets and liabilities are translated into U.S. dollars at the
exchange rates prevailing at the end of the period, and The use of forward exchange contracts does not eliminate
purchases and sales of investment securities, income and fluctuations in the underlying prices of the Funds’ investment
expenses are translated on the respective dates of such securities, but it does establish a rate of exchange that can be
transactions. Unrealized gains and losses which result from achieved in the future. Although forward exchange contracts
changes in foreign currency exchange rates have been included limit the risk of loss due to a decline in the value of the hedged
in the unrealized appreciation (depreciation) of currencies and currency, they also limit any potential gain that might result
net other assets. Net realized foreign currency gains and losses should the value of the currency increase. In addition, the
resulting from changes in exchange rates include foreign Funds could be exposed to risks if the counterparties to the
currency gains and losses between trade date and settlement contracts are unable to meet the terms of their contracts.
date on investments, securities transactions, foreign currency
transactions and the difference between the amounts of interest For open contracts at March 31, 2010, see the Schedule of
and dividends recorded on the books of the Funds and the Investments, which is also indicative of activity for the year
amount actually received. The portion of foreign currency gains ended March 31, 2010.
and losses related to fluctuation in the exchange rates between Securities Transactions and Investment Income
the initial purchase trade date and subsequent sale trade date is Securities transactions are recorded as of the trade date.
included in realized gains and losses on investment securities Realized gains and losses from securities transactions are
sold. recorded on the identified cost basis. Dividend income and
Forward Exchange Contracts The Global Value Fund and distributions to shareholders are recorded on the ex-dividend
Value Fund are subject to foreign currency exchange risk in the date. In the case of certain foreign securities, dividend income
normal course of pursuing their investment objectives and may is recorded as soon after the ex-date as the Funds become aware
enter into forward exchange contracts for non-trading purposes of such dividend. Large nonrecurring dividends recognized by a
II-37
Fund are presented separately on the Statement of Operations Worldwide

as “special dividends” and the impact of these dividends to net High
investment income per share is presented in the financial Dividend
Distributions Global Yield
highlights. Interest income is recorded on the accrual basis. paid from: Value Fund Value Fund Value Fund
Dividend income and interest income may be subject to foreign
Investment income $267,790,335 $5,472,114 $2,319,850
withholding taxes. The Funds’ custodian applies for refunds on
Short-term capital gain — — —
behalf of each Fund where available. Ordinary income 267,790,335 5,472,114 2,319,850
Long-term capital gain 299,309,885 37,630,435 —
Tweedy, Browne is reimbursed by the Funds for the cost of Total Distributions $567,100,220 $43,102,549 $2,319,850
settling transactions in U.S. securities for the Funds through its
clearing broker. For the year ended March 31, 2010, Global As of March 31, 2010, the components of distributable
Value Fund, Global Value Fund II - Currency Unhedged, Value earnings on a tax basis were as follows:
Fund and Worldwide High Dividend Yield Value Fund
Global Worldwide
reimbursed Tweedy, Browne $420, $180, $855 and $525, Value High
respectively, for such transaction charges. Fund II - Dividend
Global Currency Yield
Dividends and Distributions to Shareholders Dividends Value Fund Unhedged Value Fund Value Fund
from net investment income, if any, will be declared and paid Undistributed
annually for the Global Value Fund, Global Value Fund II - ordinary income $8,555,455 $26,572 $737,654 $433,073
Currency Unhedged, and Value Fund and semi-annually for the Undistributed
Worldwide High Dividend Yield Value Fund. Distributions from realized gain — — 14,306,464 —
realized capital gains after utilization of capital loss Unrealized
appreciation/
carryforwards, if any, will be declared and paid annually for each (depreciation) 1,530,178,190 573,287 138,388,116 11,569,781
of the Funds. Additional distributions of net investment income Accumulated
and capital gains from the Funds may be made at the discretion capital and
of the Board of Directors in order to avoid the application of a other losses (8,951,236) (2,357) (28,105) (12,278,820)
4% non-deductible federal excise tax on certain undistributed Total $1,529,782,409 $597,502 $153,404,129 $(275,966)
amounts of ordinary income and capital gains. Income
dividends and capital gain distributions are determined in Federal Income Taxes Each Fund has qualified and intends
accordance with income tax regulations which may differ from to continue to qualify as a regulated investment company by
accounting principles generally accepted in the United States. complying with the requirements of the U.S. Internal Revenue
These differences are primarily due to differing treatments of Code of 1986, as amended, applicable to regulated investment
income and gains on various investment securities held by the companies and by distributing substantially all of its taxable
Funds, timing differences and differing characterization of income to its shareholders. Therefore, no federal income tax
distributions made by the Funds. provision is required.
The character of distributions paid on a tax basis during the Reclassifications are recorded to the Funds’ capital accounts
fiscal year ended March 31, 2010 is as follows: for any permanent tax differences to reflect income and gains
available for distribution (or available capital loss carryforwards)
Global Worldwide under income tax regulations. For the year ended March 31,
Value High 2010, permanent book and tax basis differences resulting
Fund II - Dividend
Distributions Global Currency Yield primarily from differing treatments for foreign currency
paid from: Value Fund Unhedged Value Fund Value Fund transactions and equalization were identified and reclassified
Investment among the components of each Fund’s net assets as follows:
income $65,076,197 $7,147 $4,497,188 $2,849,813
Global Worldwide
Short-term Value High
capital gain — — — — Fund II - Dividend
Ordinary income 65,076,197 7,147 4,497,188 2,849,813 Global Currency Yield
Long-term Value Fund Unhedged Value Fund Value Fund
capital gain — — — —
Undistributed
Total
ordinary income $(187,424) $29,354 $20,585 $582,295
Distributions $65,076,197 $7,147 $4,497,188 $2,849,813
Undistributed net
realized gain (loss) 187,424 2,357 (20,585) (582,295)
The character of distributions paid on a tax basis during the Paid-in capital — (31,711) — —
fiscal year ended March 31, 2009 is as follows:
Results of operations and net assets were not affected by these
reclassifications.
II-38
As of March 31, 2010, the Global Value Fund had a capital year ended March 31, 2010, Tweedy, Browne received
loss carryforward of $8,502,977, expiring in 2018 and the $48,842,543, $111,500, $4,588,229 and $1,447,193 for Global
Worldwide High Dividend Yield Value Fund had a capital loss Value Fund, Global Value Fund II - Currency Unhedged, Value
carryforward of $11,858,386, of which $3,065,719 expires in Fund and Worldwide High Dividend Yield Value Fund,
2017and $8,792,667 expires in 2018, which may be available respectively. In the period/year ended March 31, 2010, Tweedy,
to reduce future net realized gains on investments, if any, to the Browne waived $106,135 and $109,158 for Global Value Fund
extent permitted by the Internal Revenue Code. II - Currency Unhedged and Worldwide High Dividend Yield
Value Fund, respectively.
Net capital and foreign currency losses incurred after
October 31 may be deferred and treated as occurring on the The Adviser has contractually agreed to waive its
first day of the following fiscal year. Post-October capital losses investment advisory fee and/or to reimburse expenses of the
are available to offset future realized capital gains and thereby Global Value Fund II - Currency Unhedged and the
reduce future capital gains distributions. Post-October foreign Worldwide High Dividend Yield Value Fund to the extent
currency losses will offset future net investment income and necessary to maintain the total annual fund operating expenses
thereby reduce future ordinary income distributions. For the for each Fund (excluding fees and expenses from investments
year ended March 31, 2010, the Funds deferred to in other investment companies, brokerage, interest, taxes and
April 1, 2010 post-October capital and currency losses of: extraordinary expenses) at no more than 1.37% of each Fund’s
average daily net assets. This arrangement will continue at least
Foreign
Fund Capital Losses Currency Losses through December 31, 2011. In this arrangement, Global
Value Fund II - Currency Unhedged and Worldwide High
Global Value Fund $— $448,259
Dividend Yield Value Fund have agreed, during the two-year
Global Value Fund II -
period following any waiver or reimbursement by the Adviser,
Currency Unhedged — 2,357
to repay such amount to the extent that after giving effect to
Value Fund — 28,105
such repayment such adjusted total annual fund operating
Worldwide High Dividend
expenses would not exceed 1.37% of each Fund’s average daily
Yield Value Fund — 420,434
net assets on an annualized basis. At March 31, 2010, the
The Funds are not aware of any events that are reasonably amount of potential recovery expiring March 31, 2012 on
possible to occur in the next twelve months that would result Global Value II - Currency Unhedged was $106,135. At March
in the amounts of any unrecognized tax benefits significantly 31, 2010, the amount of potential recovery expiring March 31,
increasing or decreasing for the Funds. However, the Funds’ 2011 and March 31, 2012 on Worldwide High Dividend Yield
conclusions may be subject to future review based on changes Value Fund was $124,612 and $109,158, respectively.
in, or the interpretation of, the accounting standards or tax As of March 31, 2010, the current and retired managing
laws and regulations. Each of the Funds’ federal tax returns for directors and their families, as well as employees of Tweedy,
the prior three fiscal years remains subject to examination by Browne, have approximately $95.1 million, $3.6 million, $55.1
the Internal Revenue Service. million and $6.7 million of their own money invested in
Expenses Expenses directly attributable to each Fund as a Global Value Fund, Global Value Fund II - Currency
diversified series of the Company are charged to such Fund. Unhedged, Value Fund and Worldwide High Dividend Yield
Other expenses of the Company are allocated to each series Value Fund, respectively.
based on the average net assets of each series or other equitable The Company, on behalf of the Funds, has entered into an
allocation method. Depending on their nature, costs to administration agreement (the “Administration Agreement”)
organize and offer the Global Value Fund II - Currency with PNC Global Investment Servicing (U.S.) Inc. (“PNC”),
Unhedged were either expensed as incurred or capitalized and formerly named PFPC Inc. (the “Administrator”), an indirect,
amortized to expense, on a straight line basis, over the first majority-owned subsidiary of PNC Financial Services Group
twelve months of the Fund’s operations. Inc. Under the Administration Agreement, the Company pays
3. Investment Advisory Fee, Other Related Party the Administrator an administration fee and a fund accounting
Transactions and Administration Fee fee computed daily and payable monthly at the following annual
rates of the aggregate average daily net assets of the Funds,
The Company, on behalf of each Fund, has entered into allocated according to each Funds’ net assets:
separate investment advisory agreements with Tweedy, Browne
(each, an “Advisory Agreement”). Under each Advisory Between Between
Agreement, the Company pays Tweedy, Browne a fee at the $1 Billion $5 Billion
annual rate of 1.25% of the value of each Fund’s average daily Up to and and Exceeding
$1 Billion $5 Billion $10 Billion $10 Billion
net assets. The fee is payable monthly, provided each Fund will
make such interim payments as may be requested by the Administration Fees 0.0300% 0.0180% 0.0100% 0.0090%
Investment Adviser not to exceed 75% of the amount of the Accounting Fees 0.0075% 0.0060% 0.0050% 0.0040%
fee then accrued on the books of the Fund and unpaid. For the
II-39
No officer, director or employee of Tweedy, Browne, the Redemptions from the Global Value Fund, Global Value Fund
Administrator or any parent or subsidiary of those corporations II - Currency Unhedged and the Worldwide High Dividend
receives any compensation from the Company for serving as a Yield Value Fund, including exchange redemptions, within 60
director or officer of the Company. Effective January 2010, the days of purchase are subject to a redemption fee equal to 2% of
Company pays each Non-Interested Director $100,000 the redemption proceeds, which will be retained by each Fund.
annually, to be paid quarterly in $25,000 increments plus out- Changes in shares outstanding for the year/period ended
of-pocket expenses for their services as directors. The annual March 31, 2010 were as follows:
fee of $100,000 paid to each Non-Interested Director is divided
proportionately between the Funds. The current allocation Global Value Fund
ratio of the annual fee is based on the average net assets of the Shares Amount
Funds. Total Directors’ fees paid by Global Value Fund, Global Sold 16,183,502 $310,820,977
Value Fund II - Currency Unhedged, Value Fund and Reinvested 2,847,795 60,316,177
Worldwide High Dividend Yield Value Fund for the year ended Redeemed (43,193,564) (826,557,527)
March 31, 2010, excluding any out-of-pocket expenses, were Net Decrease (24,162,267) $(455,420,373)
$255,917, $6,907, $42,056 and $20,120, respectively.
Bank of New York Mellon Asset Servicing, an indirect, Global Value Fund II - Currency Unhedged*
wholly-owned subsidiary of The Bank of New York Mellon Shares Amount
Corporation, serves as the Funds’ custodian pursuant to a Sold 3,729,320 $37,683,306
custody agreement (the “Custody Agreement”). PNC also Reinvested 695 7,077
Redeemed (362,782) (3,685,054)
serves as the Funds’ transfer agent. Tweedy, Browne also serves
as the distributor to the Funds and pays all distribution fees. No Net Increase 3,367,233 $34,005,329
distribution fees are paid by the Funds.
Value Fund
4. Securities Transactions
Shares Amount
Cost of purchases and proceeds from sales of investment Sold 2,194,770 $34,928,495
securities, excluding short-term investments, for the year ended Reinvested 231,562 4,242,285
March 31, 2010, are as follows: Redeemed (5,193,075) (83,620,924)
Net Decrease (2,766,743) $(44,450,144)
Global Worldwide
Value High
Fund II - Dividend
Global Currency Yield
Value Fund Unhedged Value Fund Value Fund Shares Amount
Purchases $238,283,985 $23,456,021 $38,170,262 $39,659,495 Sold 5,640,817 $44,099,433

Reinvested 357,131 2,731,743
Sales 837,670,757 30 77,141,699 18,479,954
Redeemed (2,280,415) (17,939,718)
The aggregate gross unrealized appreciation/(depreciation) Net Increase 3,717,533 $28,891,458
and net unrealized appreciation/(depreciation) as computed on * Commenced operations on October 26, 2009.
a federal income tax basis, at March 31, 2010 for each Fund is
as follows: Changes in shares outstanding for the year ended
March 31, 2009 were as follows:
Gross Gross Net
Appreciation (Depreciation) Appreciation Global Value Fund
Global Value Fund $1,621,952,774 $(91,774,584) $1,530,178,190 Shares Amount
Global Value Fund II - Sold 24,699,707 $508,756,456
Currency Unhedged 992,054 (418,767) 573,287 Reinvested 34,345,990 535,102,451
Redeemed (85,243,886) (1,696,091,800)
Value Fund 142,106,066 (3,717,950) 138,388,116
Worldwide High Dividend Net Decrease (26,198,189) $(652,232,893)
Yield Value Fund 15,645,627 (4,075,846) 11,569,781
Value Fund
5. Capital Stock Shares Amount
The Company is authorized to issue 2.0 billion shares of Sold 7,673,065 $123,824,211
$0.0001 par value capital stock, of which 600,000,000, Reinvested 2,851,396 40,684,498
600,000,000, 400,000,000 and 400,000,000 of the unissued Redeemed (6,250,927) (101,519,979)
shares have been designated as shares of the Global Value Net Increase 4,273,534 $62,988,730
Fund, Global Value Fund II - Currency Unhedged, Value Fund
and Worldwide High Dividend Yield Value Fund, respectively.
II-40

Shares Amount
Sold 8,633,567 $62,996,941
Reinvested 273,434 2,202,921
Redeemed (3,047,595) (21,460,567)
Net Increase 5,859,406 $43,739,295
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
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 March 31,
2010, the Funds did not have any securities out on loan.
II-41
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
To the Shareholders of 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 and the Board of Directors of
Tweedy, Browne Fund Inc.:
In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related
statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the
financial position of 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 (the “Funds”, each a series of Tweedy,
Browne Fund Inc.) at March 31, 2010 and the results of each of their operations, the changes in each of their net assets and the
financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United
States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the
responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our
audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which
included confirmation of securities at March 31, 2010 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
May 24, 2010
II-42
Other Information (Unaudited)
Year Ended March 31, 2010 For the fiscal year ended March 31, 2010, the gross income
derived from foreign sources and foreign taxes paid were:
1. Tax Information
Global Value Fund
For shareholders who do not have a March 31, 2010 tax year
Dollar Amount Per Share
end, this footnote is for informational purposes only. Form 1099-
DIV will be sent to shareholders in January 2011 reporting the Foreign Source Income $120,665,560 $0.6203
amounts and tax characterization of distributions for the 2010 Foreign Taxes 13,147,255 0.0676
calendar year.
Global Value Fund II - Currency Unhedged
For the fiscal year ended March 31, 2010, the amount of Dollar Amount Per Share
long-term capital gain designated by the Funds, which may be
Foreign Source Income $111,786 $0.0332
subsequently determined to be different, and is taxable at a
Foreign Taxes 10,453 0.0031
15% rate gain for federal income tax purposes was:
Fund Worldwide High Dividend Yield Value Fund

Dollar Amount Per Share
Global Value Fund $—
Foreign Source Income $2,631,617 $0.1563
Global Value Fund II - Currency Unhedged $— Foreign Taxes 202,885 0.0121
Value Fund $14,306,464
Worldwide High Dividend Yield Value Fund $— 2. Portfolio Information
The Company files the Funds’ complete schedule of
Of the ordinary income (including short-term capital gain) portfolio holdings with the Securities and Exchange
distributions made by the Funds during the fiscal year ended Commission (“SEC”) for the first and third quarters of each
March 31, 2010, the percentage that qualifies for the dividend fiscal year on Form N-Q. The Company’s Form N-Q is
received deduction available to corporate shareholders was: available (1) on the SEC’s website at http://www.sec.gov;
(2) for review and copying at the SEC’s Public Reference Room
Fund (“PRR”) in Washington, DC; or (3) by calling the Fund at
1-800-432-4789 or by visiting the Funds’ website at
Global Value Fund 8.37%
www.tweedy.com. Information regarding the operation of the
Global Value Fund II - Currency Unhedged 56.43% PRR may be obtained by calling 1-202-551-8090.
Value Fund 77.91% 3. Proxy Voting Information
Worldwide High Dividend Yield Value Fund 58.57% The policies and procedures that the Company uses to
determine how to vote proxies relating to portfolio securities
For the fiscal year ended March 31, 2010, the percentage of held by the Funds are included in the Company’s Statement of
the distributions paid by the Funds that qualifies for the 15% Additional Information, which is available without charge and
dividend tax rate was: upon request by calling the Fund at 1-800-432-4789 or by
visiting the Funds’ website at www.tweedy.com. Information
Fund regarding how the Funds voted proxies relating to portfolio
securities during the most recent twelve-month period ended
Global Value Fund 100% June 30 is available, without charge, at http://www.sec.gov.
Global Value Fund II - Currency Unhedged 100%
4. Advisory Agreement
Value Fund 100%
Tweedy, Browne Global Value Fund II - Currency
Worldwide High Dividend Yield Value Fund 100% Unhedged
On September 16, 2009, the Company’s Board of Directors
If the Funds meet the requirements of Section 853 of the (the “Board”), including a majority of the Independent
Internal Revenue Code of 1986, as amended, the Funds may Directors, approved the proposed Investment Advisory
elect to pass through to its shareholders credits for foreign taxes Agreement between the Company, on behalf of the Tweedy,
paid. Browne Global Value Fund II – Currency Unhedged (the
“Fund”), and Tweedy, Browne (“Advisory Agreement”). In
considering whether to approve the proposed Advisory
Agreement, the Board reviewed materials provided for its
evaluation, and the Independent Directors were advised by
II-43

independent legal counsel with respect to these and other portfolio and in overseeing all aspects of the Fund’s business,
relevant matters. The information, material factors and the Board concluded that Tweedy, Browne had proposed to
conclusions that formed the basis for the Board’s approval are provide essential services to the Fund. Ultimately, the Board
described below. concluded that the nature, extent and quality of the services
proposed to be provided to the Fund by Tweedy, Browne would
A. Information Received benefit the Fund and its future shareholders.
In considering whether to approve the proposed Advisory
Agreement, the Board reviewed, among other things, a C. Investment Performance
memorandum prepared by Tweedy, Browne regarding the The Board noted that the Fund did not yet have an
Fund’s proposed investment strategy and fee structure, operating history, and thus the Board could not consider the
information regarding Tweedy, Browne’s performance in Fund’s investment performance. The Board further noted that
managing other accounts employing the same investment the materials provided by Tweedy, Browne included
philosophy and strategy as that proposed with respect to the information regarding the proposed investment strategy for the
management of the Fund, and other information relating to the Fund. The materials indicated that the Fund will be managed
nature, extent, and quality of services proposed to be provided “pari passu” with the Tweedy, Browne Global Value Fund, a
to the Fund by Tweedy, Browne. fund comprising the Company with a similar investment
strategy. The Board considered the performance records of the
In addition to reviewing and evaluating the materials Tweedy, Browne Global Value Fund and Tweedy, Browne’s
described above, the Independent Directors also received composite of separately managed unhedged international
assistance and advice regarding legal and industry standards accounts.
from independent legal counsel to the Independent Directors
with respect to the consideration of an investment advisory D. Advisory Fees and Total Expenses
agreement. In deciding to approve the proposed Advisory
Agreement, the Board did not identify a single factor or The Board reviewed the Fund’s proposed annual advisory
particular information that, in isolation, was controlling. This fee of 1.25% of the average daily net assets. In so doing, the
summary describes the most important, but not all, of the Board compared such amount with the advisory fees paid by
factors considered by the Board. other funds served by Tweedy, Browne. The Board noted that
the proposed advisory fee for the Fund is the same fee charged
B. Nature, Extent and Quality of Services to the other three funds that currently comprise the Company.
The Board further noted the Fund’s anticipated expense ratio
The Board reviewed materials concerning the depth and of no more than 1.37% (after waivers and reimbursements) and
quality of Tweedy, Browne’s investment management process in compared it against the average expense ratios of funds
managing other funds and accounts. The Board considered a pursuing comparable investment strategies. After reviewing the
variety of services that were proposed to be provided to the proposed fee and expense data, the Board determined that the
Fund by Tweedy, Browne, including providing “behind the proposed advisory fee and anticipated expense ratio were fair
scenes” services. Such services include those provided by and reasonable.
Tweedy, Browne’s order desk; the monitoring of the Fund’s
service providers and the performance of shadowing functions; E. Adviser Costs, Level of Profits and Economies of
the monitoring of information with regard to corporate Scales
reorganizations involving the Fund’s portfolio companies; the
preparation of the Fund’s semi-annual and annual reports to The Board reviewed information regarding Tweedy,
shareholders; the development and enforcement of procedures Browne’s potential profitability from its proposed relationship
to monitor trading activity in the Fund; the monitoring and with the Fund. In so doing, the Board reviewed the wide variety
assessing of valuation issues for the Fund; the preparation of of services proposed to be provided to the Fund by Tweedy,
various regulatory filings for the Fund; and the monitoring of Browne, noting that Tweedy, Browne currently provides such
the collection of redemption fees for the Fund. In addition, the services to the other three funds comprising the Company. The
Board noted that Tweedy, Browne proposed to provide a wide Board also noted that Tweedy, Browne had absorbed the entire
variety of administrative services not otherwise proposed to be expense of the Company’s Chief Compliance Officer since her
provided by the Fund’s third-party service providers, such as appointment in June 2004. The Board considered Tweedy,
preparing Board reports; assisting in the preparation and filing Browne’s research process and, in particular, Tweedy Browne’s
of the Fund’s tax returns; monitoring the registration of shares extensive research with regard to non-U.S. securities. The
of the Fund under applicable federal and state securities laws; Board also noted that, as a result of Tweedy, Browne’s
assisting in the resolution of accounting and legal issues; and investment discipline with respect to smaller and medium
establishing and monitoring the Fund’s operating budget. The market capitalization issues, its cost of research per dollar of
Board also noted Tweedy, Browne’s commitment to staff assets under management is likely to be higher than would be
development and long-term and contingency planning with the case for an investment adviser that invests in concentrated
regard to its advisory business. In considering Tweedy, Browne’s positions and/or only in larger market capitalization companies.
proposed services to the Fund, both in managing the Fund’s The Board noted that this research process is likely not to be
II-44
conducive to economies of scale that would be potentially

realizable in the management of large pools of capital invested
in large market capitalization stocks. The Board concluded that
Tweedy, Browne’s profitability from its client relationships,
including its proposed relationship with the Fund, is
reasonable.
F. Ancillary Benefits
The Board considered a variety of other benefits that
would potentially be received by Tweedy, Browne as a result of
its proposed relationship with the Fund, including minor
benefits that may be derived by Tweedy, Browne from “soft
dollar” arrangements with broker-dealers. In particular, the
Board considered materials concerning Tweedy, Browne’s
brokerage allocation policies.
G. Conclusion
Based on its review, including the consideration of each of
the factors noted above, the Board concluded that the nature,
extent and quality of the proposed services to the Fund by
Tweedy, Browne favored approval of the Advisory Agreement.
The Board concluded that the Advisory Agreement was fair
and reasonable to the Fund and its future shareholders, and
that approval of the Advisory Agreement at the proposed
contractual rate was in the best interests of the Fund and its
future shareholders.
5. Directors and Officers Information
Information pertaining to the Directors and officers* of the
Company is set forth on the following pages. The Board of
Directors oversees the Company’s business and investment
activities and is responsible for protecting the interest of the
Funds’ shareholders. You can find more information about the
Directors in the Company’s Statement of Additional
Information, which is available free of charge by calling
1-800-432-4789 or by visiting the Funds’ website at
www.tweedy.com.
——————
* The term “officer” means the president, vice president, secretary,
treasurer, controller or any other officer who performs a policy making
function.
II-45

NON-INTERESTED DIRECTORS
Other
Public Company
Term of Number of and Investment
Office and Portfolios in Company
Name, Address, Age and Length of 1 Principal Occupation(s) Fund Directorships
Position(s) with Company Time Served during Past 5 Years Complex Held by
Overseen by Director during
Director the Past 5 Years
Paul F. Balser 9 years Partner, Ironwood Manufacturing Fund, LP (private 4 Director, Janus Capital
420 Lexington Avenue equity investments), since 2003; Partner, Ironwood Group Inc. (asset
New York, NY 10170 Management Fund (private equity investments), management)
Age: 68 since 2007; Partner, Ironwood Partners LLC
Director (private equity investments), since 2001; Partner,
Generation Partners (private equity investments)
from August 1995 to September 30, 2004.
Bruce A. Beal 17 years Partner and Chairman, The Beal Companies (real 4 None
177 Milk Street estate development and investment companies);
Boston, MA 02109 Real estate consultant.
Age: 73
Director
John C. Hover II 7 years Former Executive Vice President, United States 4 Member of the Board of
72 North Main Street Trust Company of New York (Retired since 2000). Directors/Managers of
New Hope, PA 18938 various funds managed by
Age: 67 Bank of America’s
Director Alternative Investments
Group (11 Funds);
Board of Managers,
Excelsior Directional
Hedge Fund of Funds,
Ltd.; Board of Managers,
Excelsior Multi-Strategy
Hedge Fund of Funds 2,
Ltd.; Board of Managers,
Grosvenor Multi-Strategy
Offshore Fund, Ltd.
Richard B. Salomon 14 years Member, Cozen O’Connor LLC (law firm) since 4 None
277 Park Avenue April 2009. Partner, Wolf, Block, LLP (law firm)
New York, NY 10172 from April 2005 to April 2009.
Age: 62
Director
INTERESTED DIRECTORS2
William H. Browne 1 year Managing Director, Tweedy, Browne Company 4 N/A

350 Park Avenue LLC.
New York, NY 10022
Age: 65
Chairman and Director
Thomas H. Shrager 2 years Managing Director, Tweedy, Browne 4 N/A

350 Park Avenue Company LLC.
New York, NY 10022
Age: 53
President and Director
II-46

OFFICERS WHO ARE NOT DIRECTORS
Other
Public Company
Term of Number of and Investment
Office and Portfolios in Company
Name, Address, Age and Length of 1 Principal Occupation(s) Fund Directorships
Position(s) with Company Time Served during Past 5 Years Complex Held by
Overseen by Director during
Director the Past 5 Years
Patricia A. Rogers 6 years Chief Compliance Officer of the Funds since June N/A N/A
350 Park Avenue 2004; Associate General Counsel, Tweedy, Browne
New York, NY 10022 Company LLC.
Age: 43
Chief Compliance Officer
M. Gervase Rosenberger 17 years Executive Vice President, Tweedy, Browne N/A N/A
350 Park Avenue Company LLC since 2001; General Counsel and
New York, NY 10022 Chief Compliance Officer, Tweedy, Browne
Age: 59 Company LLC until 2001.
Chief Operating Officer,
Vice President and
Secretary
John D. Spears 17 years Managing Director, Tweedy, Browne N/A N/A

New York, NY 10022
Age: 61
Vice President
Robert Q. Wyckoff, Jr. 8 years Managing Director, Tweedy, Browne N/A N/A
New York, NY 10022
Age: 57
Treasurer
——————
1 Directors serve for a term until the earliest of the next annual meeting of stockholders and the election and qualification of their successors, or their:
(i) removal, (ii) resignation or (iii) death.
2 “Interested person” of the Company as defined in the Investment Company Act of 1940, as amended (“1940 Act”). Messrs. William H. Browne and
Thomas H. Shrager are each an “interested person” because of their affiliation with Tweedy, Browne Company LLC, which acts as the Funds’ invest-
ment adviser and distributor.
II-47
350 Park Avenue, New York, NY 10022
800-432-4789
www.tweedy.com

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TWEEDY, BROWNE FUND INC.

This booklet consists of two separate documents:

INVESTMENT ADVISER’S LETTER

Tweedy, Browne Global Value Fund

MARCH 31, 2010

Investment Adviser’s Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

Annual Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

Our Investment Team

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Investment Adviser’s Letter to Shareholders (Unaudited)

Very truly yours,

Tweedy, Browne Global Value Fund

March 31, 2010

Investment Adviser’s Note (Unaudited)

Tweedy, Browne Global Value Fund II – Tweedy, Browne Worldwide

Expense Information (Unaudited)

Hypothetical Illustration of $10,000 Invested in

Average Annual Total Return* Aggregate Total Return*

Perspective on Assessing Investment Results (Unaudited)

March 31, 2010

COMMON STOCKS—87.7% Japan (continued)

SEE NOTES TO FINANCIAL STATEMENTS

COMMON STOCKS PREFERRED STOCKS—0.3%

SEE NOTES TO FINANCIAL STATEMENTS

Sector Diversification (Unaudited) Portfolio Composition (Unaudited)

Schedule of Forward Exchange Contracts

SEE NOTES TO FINANCIAL STATEMENTS

Schedule of Forward Exchange Contracts (Continued)

Contract Contract Value on Value 3/31/10 Unrealized

FORWARD EXCHANGE CONTRACTS TO SELL (a) (continued)

SEE NOTES TO FINANCIAL STATEMENTS

Hypothetical Illustration of $10,000 Invested in

Average Annual Total Return* Aggregate Total Return*

Perspective On Assessing Investment Results (Unaudited)

March 31, 2010

COMMON STOCKS—69.0% Singapore—0.2%

SEE NOTES TO FINANCIAL STATEMENTS

REGISTERED INVESTMENT COMPANY—32.7%

SEE NOTES TO FINANCIAL STATEMENTS

Sector Diversification (Unaudited)

Portfolio Composition (Unaudited)

Cash Equivalents and Germany-7%

† Amount represents less than 1% of net assets

Average Annual Total Return* Aggregate Total Return*

Perspective on Assessing Investment Results (Unaudited)

March 31, 2010

COMMON STOCKS—90.8% United States (continued)

South Korea—2.0% TOTAL REGISTERED

SEE NOTES TO FINANCIAL STATEMENTS

Sector Diversification (Unaudited) Portfolio Composition (Unaudited)

Schedule of Forward Exchange Contracts

Contract Contract Value on Value 3/31/10 Unrealized

SEE NOTES TO FINANCIAL STATEMENTS Germany

Hypothetical Illustration of $10,000 Invested in

Average Annual Total Return* Aggregate Total Return*

Perspective on Assessing Investment Results (Unaudited)

March 31, 2010

SEE NOTES TO FINANCIAL STATEMENTS

COMMON STOCKS—86.2% United States (continued)

SEE NOTES TO FINANCIAL STATEMENTS

Sector Diversification (Unaudited)

Portfolio Composition (Unaudited)

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