THE BAUPOST GROUP, L.L.C. (CRD# 109530)

Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?

 Radio button selected, changed  Radio button not selected
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.


SECTION 7.B.(1) Private Fund Reporting

  Total Funds: 12
 
A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST LIMITED PARTNERSHIP 1983 A-1
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-7607701829
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 2,973,106,295

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
99

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
26%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-88955

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST LIMITED PARTNERSHIP 1983 B-1
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-8476343490
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 1,140,780,120

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
86

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
37%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button selected, changed  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-52341

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST LIMITED PARTNERSHIP 1983 C-1
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-5190196947
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 6,591,201,109

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
200

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
15%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-88954

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST LIMITED PARTNERSHIP 1987 F-1
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-4258906324
   

2. Under the laws of what state or country is the private fund organized:
    State:

Massachusetts
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 56,783

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 0
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
0

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
0%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button selected, changed  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
No Information Filed
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-52344

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button not selected  Radio button selected, changed
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed



Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 1 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST VALUE PARTNERS, L.P. - I
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-6725735878
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 1,898,603,105

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 10,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
30

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
0%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
9%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-53037

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST VALUE PARTNERS, L.P. - II
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-7217167452
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 2,399,945,260

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 10,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
109

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
8%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-53038

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST VALUE PARTNERS, L.P. - III
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-9463559342
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 994,240,651

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 10,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
8

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
0%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-53032

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 3 Record(s) Filed.


If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(c) Primary business name of custodian:
DEUTSCHE BANK S.A BANCO ALEMAO

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
SAO PAULO
State:
Country:

Brazil
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
STATE STREET BANK AND TRUST COMPANY

(c) Primary business name of custodian:
STATE STREET BANK AND TRUST COMPANY

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)



If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

(b) Legal name of custodian:
THE BANK OF NEW YORK MELLON

(c) Primary business name of custodian:
THE BANK OF NEW YORK MELLON

(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Is the custodian a related person of your firm?  Radio button not selected  Radio button selected, changed

(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-    
  CRD Number (if any):
   

(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)


Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BAUPOST VALUE PARTNERS, L.P. - IV
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-6310505209
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BAUPOST PARTNERS, L.L.C.
THE BAUPOST GROUP, L.L.C.

  (b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
 
No Information Filed

4. The private fund (check all that apply; you must check at least one):
  Checkbox not checked   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox checked, changed   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of private fund:
   
    Private fund identification number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
 
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button selected, changed hedge fund  Radio button not selected liquidity fund  Radio button not selected private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund:
 
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 10,833,638,669

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 25,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
104

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
0%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
1%
    Yes No
  (b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?  Radio button not selected  Radio button not selected

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?  Radio button selected, changed  Radio button not selected
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.
Name of Other Adviser to private fund SEC file numberCRD number
BAUPOST GROUP INTERNATIONAL LLP 802-76060 163642
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed
  NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-117285

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  ERNST & YOUNG LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
BOSTON
State:

Massachusetts
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

  If yes, Public Company Accounting Oversight Board-Assigned Number:
  42

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button selected, changed  Radio button not selected
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

Additional Prime Broker Information : 2 Record(s) Filed.


If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
CITIGROUP GLOBAL MARKETS INC.

(c) If the prime broker is registered with the SEC, its registration number:

8 - 8177    
  CRD Number (if any):
7059    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed



If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

(b) Name of the prime broker:
MORGAN STANLEY & CO. LLC

(c) If the prime broker is registered with the SEC, its registration number:

8 - 15869    
  CRD Number (if any):
8209    

(d) Location of prime broker's office used principally by the private fund (city, state and country):
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(e) Does this prime broker act as custodian for some or all of the private fund's assets?  Radio button not selected  Radio button selected, changed


Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button selected, changed  Radio button not selected
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the