BAUPOST FUND
24F-2NT, 1995-12-27
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

             Read instructions at end of Form before preparing Form.
                              Please print or type.


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1. Name and Address of issuer:

          The Baupost Fund
          P.O. Box 381288
          Cambridge, MA  02238

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2. Name of each series or class of funds for which this notice is filed:

          The Baupost Fund - Shares of beneficial intertest



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3. Investment Company Act File Number:       811-6138


          Securities Act File Number:        33-35851

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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 afte 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):

          Not Applicable

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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
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:

          1,160,287.242                  $ 14,670,652.31


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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:

          1,160,287.242                  $ 14,670,652.31


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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):

          798,660.448                     $ 9,823,523.54


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12.  Calculation of registration fee:

(i) Aggregate sale price of securities sold during the fiscal     $14,670,652.31
year in reliance on rule 24f-2 (from Item 10):

(ii) Aggregate price of shares issued in connection with          + 9,823,523.54
dividend reinvestment plans (from Item 11, if applicable):

(iii)Aggregate price of shares redeemed or repurchasedduring     - 13,143,640.93
the fiscal year(if applicable):

(iv) Aggregate price of shared redeemed or repurchased and                + 0.00
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):

(v) Net aggregate price of securities sold and issued during       11,350,534.92
the fiscal year in  reliance  on rule 24f-2  [line (i),  plus
line (ii), less line (iii), plus line (iv)] (if applicable):

(vi)  Multiplier  prescribed by Section 7(b) of the Securities         x 1/2,900
Act of 1933 or other applicable law or regulation (see Instruction
C.6):

(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:           $3,913.98

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).

          X

Date of mailing or wire  transfer  of filing  fees to the  Commission's  lockbox
depository:

          December 26, 1995

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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)

Paul C. Gannon                                    Date: December 27, 1995
Vice President
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                                                     December 26, 1995



The Baupost Fund
44 Brattle Street
Cambridge, Massachusetts 02138


Ladies and Gentlemen:

You have informed us that you intend to file a Rule 24f-2 Notice (the  "Notice")
with the Securities and Exchange Commission (the "Commission")  pursuant to Rule
24f-2 (the "Rule") under the Investment Company Act of 1940, as amended,  making
definite the  registration of 1,160,287.242  shares of beneficial  interest (the
"Shares")  of The Baupost  Fund (the  "Trust")  sold in  reliance  upon the Rule
during your fiscal year ended October 31, 1995. We understand that the Shares do
not include shares issued pursuant to the  reinvestment  of dividends,  but that
the filing fee takes into account those shares as well as shares redeemed during
such fiscal year.

We have examined your Agreement and Declaration of Trust, as amended, on file in
the  office  of the  Secretary  of the  Commonwealth  of  Massachusetts.  We are
familiar with the actions taken by your Trustees to authorize the issue and sale
from time to time of your  shares of  beneficial  interest  at not less than net
asset  value and have  assumed  that the  Shares  have been  issued  and sold in
accordance  with such actions.  We have also examined a copy of your By-laws and
such other  documents  as we have  deemed  necessary  for the  purposes  of this
opinion.

Based on the  foregoing,  we are of the  opinion  that the Shares have been duly
authorized and validly issued and are fully paid and non-assessable.

The Trust is an entity of the type commonly known as a  "Massachusetts  business
trust."   Under   Massachusetts   law,   shareholders   could,   under   certain
circumstances,  be held  personally  liable  for the  obligations  of the Trust.
However, the Agreement and Declaration of Trust disclaims  shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its Trustees.  The Agreement and  Declaration of Trust provides for
indemnification  out of the  Trust  property  for all  loss and  expense  of any
shareholder of the Trust held personally liable solely by reason of his being or
having been a shareholder. Thus, the risk of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its obligations.

We  consent  to this  opinion  accompanying  the  Notice  when  filed  with  the
Commission.

                                                     Very truly yours,



                                                     Ropes & Gray


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