Item 5. Fees and Compensation
The Firm charges varying fees for investment advice based on the market value of invested equity, with no
charge on cash reserves for most clients. Accounts are generally classified as either “private accounts” or
“institutional accounts” (accounts that do not meet the investment minimums applicable to institutional
accounts (see Item 7) are generally considered “private accounts” for this purpose). For private accounts
in the global and international strategy, the fee is generally 1.5% of invested equity annually. U.S.
Equity/ADR private accounts are generally charged an annual fee of 1.5% on the first $25 million of invested
equity and 1.25% on the remaining balance. For private accounts in the global high dividend strategy, the
fee is generally 1.25% of invested equity annually. Charitable private accounts may be eligible for a 10%
discount off of these rates. The Firm may waive all or a part of its management fee for accounts managed
for Firm personnel.
For institutional accounts (accounts that meet the investment minimums for institutional accounts (See
Item 7) are generally considered “institutional accounts” for this purpose), the fee is generally 0.85% on
the first $100 million of invested equity and 0.75% on the remaining balance.
The Firm may negotiate different fee arrangements with its clients. In certain instances, for example, the
Firm has negotiated different fee arrangements for accounts of extraordinary size or for larger
capitalization mandates. These arrangements may include performance fees. In certain circumstances,
related accounts (for example, accounts of the same family or institutional group) may be aggregated for
determining breakpoints and resulting fees.
Fees are generally billed quarterly in advance based on assets at the end of the previous quarter. In
calculating our fee, we generally use our records, including market prices obtained from a recognized
independent source, to calculate the value of securities in client portfolios. For clients who have provided
written authorization in this regard, advisory fees are deducted by the client’s custodian directly from the
client’s custodial account. Clients may terminate their advisory agreements at any time upon written notice
to the Firm. Advisory fees paid in advance will be refunded pro-rata as of the date of termination.
Clients will incur other expenses in connection with their investment advisory relationship with the Firm.
Client accounts are charged directly for transaction costs that are imposed in connection with the purchase
and sale of a portfolio position, such as commissions, exchange fees, local market fees, regulatory fees, if
any, and hedging costs, if applicable. For clients custodied at Pershing LLC, clients are also charged directly
for any applicable ticket charges imposed by Pershing LLC. (See Item 12 for a discussion of the Firm’s
brokerage placement practices.) Clients choose their own custodians and may be charged for custody
services provided by their custodians. A custodian chosen by a client may invest otherwise uninvested
cash in the client’s custodial account. To the extent a custodian invests such cash in investment funds (e.g.,
money market funds), clients will be indirectly responsible for their share of the expenses of such funds.
The Firm does not participate in such investment decisions and has no liability with regard to such
investments. The Firm has entered into an agreement with Pershing Advisor Solutions LLC (an affiliate of
Pershing LLC) pursuant to which Pershing LLC provides prime brokerage services to clients custodied at
Pershing LLC. The Firm also enters into prime brokerage agreements on behalf of clients custodied at
Pershing LLC with certain brokers, where necessary or appropriate to clear securities transactions for those
clients. The prime brokerage agreements will generally be in a form substantially similar to SIFMA’s prime
brokerage clearance services agreement (Form 151), which is considered standard in the industry.
The Firm acts as investment adviser to Tweedy, Browne International Value Fund (“TBIVF”), Tweedy,
Browne International Value Fund II — Currency Unhedged (“TBIVF II”), Tweedy, Browne Value Fund
(“TBVF”), and Tweedy, Browne Worldwide High Dividend Yield Value Fund (“TBWHDF”) (the “US
Mutual Funds”), which are diversified series of Tweedy, Browne Fund Inc., an open-end management
investment company registered with the SEC under the Investment Company Act of 1940. Certain equity
owners and employees have equity ownership interests in the US Mutual Funds. For the Firm’s advisory
services to TBIVF II, TBVF and TBWHDF, the Firm is entitled to receive a contractual advisory fee of 1.25%
of each Fund’s average daily net assets annually, paid periodically in arrears. For its advisory services to
TBIVF, the Firm is entitled to receive a contractual advisory fee of 1.25% on average daily net assets up to
$10.3 billion, and 0.75% on average daily net assets over $10.3 billion, if any.
The Firm acts as investment adviser to the Tweedy, Browne Insider + Value ETF and the Tweedy, Browne
International Insider + Value ETF, each a diversified series of the RBB Fund Trust, an open-end investment
company registered with the SEC under the Investment Company Act of 1940. Certain equity owners and
employees have equity ownership interests in the ETFs. For the Firm’s advisory services to each ETF, the
Firm is entitled to receive a fee, computed daily and payable monthly, at the annual rate of 0.80% of the
ETF’s average daily net assets.
The Firm also serves as investment adviser to the following Delaware limited liability companies: TBK
Partners, LLC; Vanderbilt Partners, LLC; Tweedy, Browne International Partners LLC; and Tweedy,
Browne Global High Dividend Partners LLC (“TBGHD”) (the “LLCs”). The LLCs are not registered under
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