Supplement to the February 28, 1999 Statement of Additional Information
Effective April 16, 1999, the Board of Trustees of The Baupost Fund (the "Fund")
elected Eileen Shapiro as a Trustee of the Fund, and accepted the resignation of
Jay Light as a Trustee of the Fund. The description of Jay Light under the
"Management of the Fund" section is hereby replaced by the following:
Positions Held Principal Occupation(s)
Name and Address with Fund During Past Five Years
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Eileen C. Shapiro Trustee The Hillcrest Group, Inc., President
The Hillcrest Group, Inc. (business consultants); Tufts Health
20 University Road Plan, Director (health maintenance
Cambridge, MA 02138 organization); .comfax, Director
(internet fax service); Harvard
Business School Association of Bos-
ton, Director (alumni association).
