U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1996
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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
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:
12,005,739 shares $273,608,965
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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:
12,005,739 shares $273,608,965
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<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
325,226 shares $7,089,926
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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): $ 273,608,965
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 7,089,926
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(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 79,632,018
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(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-
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(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): 201,066,873
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/33rd of 1%
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(vii)Fee due[line(i) or line (v) multiplied
by line (vi)]: $ 60,929.35
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Instruction: Issuer should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of issuer's fiscal
year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lock box depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
December 27, 1996
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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/ Kerri Weltz
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Kerri Weltz
Assistant Treasurer
Date:December 27, 1996
*Please print the name and title of the signing officer below the signature
Law Offices
MILES & STOCKBRIDGE
10 Light Street
Baltimore, Maryland 21202
Telephone 410-727-6464
Fax 410-385-3700
December 27, 1996
Third Avenue Value Fund, Inc.
767 Third Avenue
New York, NY 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 Form 24f-2, Annual Notice of Securities Sold Pursuant to Rule 24f-2 of
the Investment Company Act of 1940, as amended, dated of even date with this
letter (the "Rule 24f-2 Notice"). We have prepared this opinion letter as
attorneys admitted to practice law in the State of Maryland, and we express no
opinion regarding any matters of federal law or the laws of any jurisdiction
other than internal laws of the State of Maryland which may be applicable to the
matters addressed herein.
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 27, 1996;
2. A Certificate of Corporate Secretary dated of even date herewith and the
exhibits thereto, which exhibits include, among other things, the By-Laws of the
Fund as amended through the date hereof and copies of certain minutes of
meetings of the Board of Directors of the Fund;
3. A Certificate of Treasurer dated of even date herewith certifying, among
other things, that the Fund issued certain shares of its capital stock during
the period beginning November 1, 1995 and ended October 31, 1996 against payment
therefor in accordance with the Charter and Bylaws of the Fund and certain
resolutions authorizing their issuance; and
4. The Rule 24f-2 Notice of the Fund referred to above.
<PAGE>
In rendering the opinions expressed in this letter, we have assumed
that all documents submitted to us as originals are authentic, all of the
documents submitted to us 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 Certificate of
Corporate Secretary and the Certificate of Treasurer and made no independent
investigation or inquiry regarding the matters set forth herein.
Based upon our examination of the foregoing, and subject to the
foregoing assumptions, it is our opinion that all necessary corporate action on
the part of the Fund was taken to authorize the issuance and sale, during the
period from November 1, 1995 through October 31, 1996, of the 12,330,965 shares
of the capital stock of the Fund, designated as its Common Stock, par value
$.001 per share, that are being registered by the Fund pursuant to Rule 24f-2 on
the accompanying Rule 24f-2 Notice, and that all such shares have been 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 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
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John B. Frisch
