APPENDIX I. 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 interest
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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, 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):
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 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:
1,109,681.050 $15,369,110.78
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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:
1,109,681.050 $15,369,110.78
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with divided reinvestment plans, if applicable (see
Instruction B.7):
454,829.173 $5,799,072.03
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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): $15,369,110.78
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 5,799,072.03
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -15,745,255.86
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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): + 0.00 and
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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): 5,422,926.95
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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 1/3,300
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $1,643.31
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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 30, 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/ Paul C. Gannon
_________________________________________
Paul C. Gannon Vice President
Date December 30, 1996
___________________________
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December 27, 1996
The Baupost Fund
44 Brattle Street
Cambridge, MA 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 1,109,681.05 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, 1996. 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.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Commission.
Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully paid and
non-assessable.
-2- December 27, 1996
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
