[letterhead from Third Avenue Value Fund]
December 28, 1995
Securities Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, DC 20549
Re: Rule 24f-2 Notice for
Third Avenue Value Fund, Inc.
File No. 33-34418
Dear Sirs:
We herewith submit for filing via EDGAR under Rule 24f-2 of the Investment
Company Act of 1940, as amended (the "1940 Act"), an amended Rule 24f-2 Notice
("Notice") for the fiscal year ended October 31, 1995 and an opinion of counsel
stating that the issued shares of the Fund were legally issued, fully paid and
nonassessable.
Please note that the fee was paid to the SEC back in November.
Sincerely,
/s/ Jill Kopin
Jill Kopin
Fund Administrator
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
Third Avenue Value Fund, Inc., 767 Third Avenue, New York, NY 10017-2023
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2. Name of each series or class of funds for which this notice is filed:
N/A
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3. Investment Company Act File Number: 811-6086
Securities Act File Number: 33-34418
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4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933, other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,699,436 shares $112,183,260
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
5,699,436 shares $112,183,260
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<PAGE>
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11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
205,837 shares $3,493,053
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 112,183,260
-------------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 3,493,053
-------------------
(iii) Aggregate price of shares redeemed
or repurchased during
the fiscal year (if applicable): - 34,741,140
-------------------
(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
-------------------
(v) Net aggregate price of securities sold
and issued during the fiscal
year in reliance on rule 24f-2 [line (i),
plus line (ii), less line
(iii), plus line (iv)] (if applicable): $80,935,173
-------------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/29th of 1%
-------------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $27,908.68
===================
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
November 14, 1995 $16,187.03
November 28, 1995 $11,721.65
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Allison Cutler
-----------------------------------
Allison Cutler, Assistant Treasurer
-----------------------------------
Date December 26, 1995
----------------------
*Please print the name and title of the signing officer below the signature.
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<PAGE>
[Miles & Stockbridge Letterhead]
Miles & Stockbridge
10 Light Street
Baltimore, Maryland 21202-1487
Telephone 410-727-6464
Fax 410-385-3700
November 14, 1995
Third Avenue Value Fund, Inc.
767 Third Avenue
New York, New York 10017-2023
Ladies and Gentlemen:
We have acted as special Maryland counsel to Third Avenue Value Fund, Inc.,
a Maryland corporation (the "Fund"), in connection with the filing by the Fund
of a Rule 24f-2 Notice, as such term is defined in the Investment Company Act of
1940, as amended, dated of even date with this letter. We have prepared this
opinion letter as attorneys admitted to practice law in the State of Maryland,
and we express no opinion regarding the laws of any jurisdiction other than the
State of Maryland.
In our capacity as special Maryland counsel to the Fund and for the purpose
of rendering the opinions expressed herein, we have examined originals or copies
of the following documents:
1. The Charter of the Fund as on file with the Maryland State Department of
Assessments and Taxation ("SDAT") as of December 23, 1994;
2. A Secretary's Certificate dated as of November 14, 1995 and the exhibits
thereto, which exhibits include, among other things, the By-Laws of the Fund as
amended through such date and copies of certain minutes of meetings of the Board
of Directors of the Fund;
3. A Treasurer's Certificate dated as of November 14, 1995 certifying,
among other things, that the Fund issued certain shares of its capital stock
during the period beginning November 1, 1994 and ended October 31, 1995 against
payment therefor in accordance with the Charter and Bylaws of the Fund and
certain resolutions authorizing their issuance; and
4. A Certificate of Correction filed with and approved for record by SDAT
on December 29, 1994.
In rendering the opinions expressed in this letter, we have assumed that
all of the documents submitted to us as originals are authentic, all of the
documents submitted as certified or photostatic copies conform to the original
documents, all of the signatures on all of the documents submitted to us for
examination are genuine, all natural persons who executed any of the documents
or certificates that we have reviewed or relied upon had legal capacity at the
time of such execution, and all public records reviewed by us are accurate and
complete. Moreover, in rendering the opinions expressed within this letter, we
relied as to certain factual matters upon the Secretary's Certificate and the
Treasurer's Certificate and made no independent investigation or inquiry
regarding the matters set forth herein.
Based upon the foregoing, and subject to the foregoing assumptions, it is
our opinion that the 5,905,273 shares of the capital stock of the Fund,
designated as its Common Stock, par value $.001 per share, which are being
reported by the Fund on the accompanying Rule 24f-2 Notice as having been issued
by the Fund during the period of November 1, 1994 through October 31, 1995 were
legally issued, and are fully paid and non-assessable.
The opinions expressed in this letter are based on the laws of the State of
Maryland in effect on the date hereof. The opinions expressed herein are limited
to the matters set forth in this letter, and no other opinion should be inferred
beyond the matters expressly stated. This letter and the opinions expressed
herein are being furnished by us to you solely for your benefit and may not be
relied upon or otherwise referred to by any other person or for any other
purpose without our prior written consent. Notwithstanding the foregoing, we
hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Fund's Rule 24f-2 Notice
pursuant to the Investment Company Act of 1940.
Very Truly Yours,
Miles & Stockbridge,
a Professional Corporation
By:/S/John B. Frisch
John B. Frisch
