<PAGE>
As filed with the Securities and Exchange Commission
on September 30, 1997 Registration Nos.: 333-20891
811-8039
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ 1 ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. [ 2 ]
THIRD AVENUE TRUST
(Exact name of Registrant as specified in Charter)
767 Third Avenue, New York, New York 10017-2023
(Address of Principal Executive Offices including zip code)
(toll-free) (800)443-1021, (212)888-6685
(Registrant's Telephone Number, including Area Code)
Please send copies of communications to:
David M. Barse
767 Third Avenue
New York, New York 10017-2023
Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(Name and Address of Agent for Service)
It is proposed that this filing become effective:
[ X ] immediately upon filling pursuant to Paragraph (b) of Rule 485.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, Registrant has previously elected to register an indefinite
number of its shares of beneficial interest. The Registrant will file a
notice under such Rule within two months after its fiscal year end.
<PAGE>
THIRD AVENUE TRUST
CROSS-REFERENCE SHEET
[as required by Rule 481a]
Part A.
Item No. Prospectus Caption
Item 1. Cover Page Cover Page
Item 2. Synopsis Overview; Fund Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant About The Funds
Item 5. Management of the Fund Management of the Funds;
Performance Information
Item 5a. Management's Discussion of
Fund Performance Inapplicable
Item 6. Capital Stock and Other Securities About the Funds; Shareholder
Services; Dividends, Capital
Gain Distributions and Taxes
Item 7. Purchase of Securities Being How to Purchase Shares, How
Offered to Exchange Shares
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Legal Proceedings Inapplicable
<PAGE>
Part B. Statement of Additional
Item No. Information Caption
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History General Information
Item 13. Investment Objectives and Policies Investment Policies;
Investment Restrictions
Item 14. Management of the Registrant Management of the Trust;
Investment Adviser
Item 15. Control Persons and Principal Management of the Holders of
Holders of Securities Securities Trust;Investment
Adviser
Item 16. Investment Advisory and Other Investment Adviser;
Services Investment Advisory Agreement;
Administrator; Custodian
Item 17. Brokerage Allocation Portfolio Trading Practices
Item 18. Capital Stock and Other Securities Inapplicable
Item 19. Purchase, Redemption and Pricing Redemption of Shares; (See
of Securities Being Offered Prospectus)
Item 20. Tax Status Dividends,Capital Gain
Distributions and Taxes
Item 21. Underwriters Distributor
Item 22. Calculations of Performance Data Performance Information
Item 23. Financial Statements Financial Statements
Part C. Other Information
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Post-Effective
Amendment No. 1 to the Registration Statement.
<PAGE>
THIRD AVENUE TRUST (the "Trust")
PART A
The Prospectus for the Third Avenue Value Fund (the "Value Fund") and
Third Avenue Small-Cap Value Fund (the "Small-Cap Value Fund") dated April
1, 1997, is incorporated herein by reference to the Pre-Effective
Amendment No. 1 to Registration Statement on Form N-1A (File No. 333-20891)
filed with the Securities and Exchange Commission on March 31,
1997. The Prospectus is supplemented by the Financial Highlights as of
August 31, 1997 filed herein to comply with the Small-Cap Value Fund's
undertaking to file a post-effective amendment containing reasonably
current financial statements which need not be certified within four to
six months of its effective date or commencement of operations, whichever
is later and disclosure relating to securities lending of the Small-Cap
Value Fund.
<PAGE>
September 30, 1997
THIRD AVENUE SMALL-CAP VALUE FUND
THIRD AVENUE VALUE FUND
The following information supplements the information contained in the
Funds' Prospectus dated April 1, 1997.
Financial Highlights
The following are unaudited "Financial Highlights" of Third Avenue Small-Cap
Value Fund for the period ended August 31, 1997. The table below sets
forth financial data for one share of capital stock outstanding for the
period presented.
Third Avenue Small-Cap Value Fund
For the Period April 1, 1997*
through August 31, 1997 (Unaudited)
Net Asset Value, Beginning of Period $10.00
Income from Investment Operations:
Net investment income .01
Net gain on securities (both realized and unrealized) 2.65
Total from Investment Operations 2.66
Net Asset Value, End of Period $12.66
Total Return 26.60%/1/
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands) $71,854
Ratio of Expenses to Average Net Assets 1.89%/2/
Ratio of Net Income to Average Net Assets 0.67%/2/
Portfolio Turnover Rate 9%/1/
Average Commission Rate Paid .0350
/1/ Not Annualized
/2/ Annualized
/*/ Commencement of investment operations
Securities Lending
Third Avenue Small-Cap Value Fund may lend its portfolio securities to
qualified institutions. By lending its portfolio securities, Third Avenue
Small-Cap Value Fund attempts to increase its income through the receipt
of interest on the loan. Any gain or loss in the market price of the
securities loaned that may occur during the term of the loan will be for
the account of Third Avenue Small-Cap Value Fund. Third Avenue Small-Cap
Value Fund may lend its portfolio securities so long as the terms and the
structure of such loans are not inconsistent with the requirements of the
1940 Act, which currently provide that (a) the borrower pledge and
maintain with Third Avenue Small-Cap Value Fund collateral consisting of
cash, a letter of credit issued by a domestic U.S. bank, or securities
issued or guaranteed by the U.S. government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower
add to such collateral whenever the price of the securities loaned rises
(i.e., the value of the loan is "marked to the market" on a daily basis),
(c) the loan be made subject to termination by Third Avenue Small-Cap
Value Fund at any time and the loaned securities be subject to recall
within the normal and customary settlement time for securities
transactions and (d) Third Avenue Small-Cap Value Fund receive reasonable
interest on the loan (which may include Third Avenue Small-Cap Value
Fund's investing any cash collateral in interest bearing short-term
investments), any distributions on the loaned securities and any increase
in their market value.
Third Avenue Small-Cap Value Fund will not lend portfolio securities if,
as a result, the aggregate of such loans exceeds 33 1/3% of the value of
Third Avenue Small-Cap Value Fund's total assets (including such loans).
Loan arrangements made by Third Avenue Small-Cap Value Fund will comply
with all other applicable regulatory requirements. All relevant facts and
circumstances, including the creditworthiness of the qualified
institution, will be monitored by the Adviser, and will be considered in
making decisions with respect to lending of securities, subject to review
by Third Avenue Small-Cap Value Fund's Board of Trustees.
Third Avenue Small-Cap Value Fund may pay reasonable negotiated fees in
connection with loaned securities, so long as such fees are set forth in
a written contract and approved by Third Avenue Small-Cap Value Fund's
Board of Trustees. In addition, Third Avenue Small-Cap Value Fund shall,
through the ability to recall securities prior to any required vote,
retain voting rights over the loaned securities.
On behalf of Third Avenue Small-Cap Value Fund, the Trust has entered into
a master lending arrangement with Bear, Stearns Securities Corp. in
compliance with the foregoing requirements.
Shareholder Services
Any references within the Prospectus referring to shareholders services
phone number as (610) 239-4500 is hereby replaced with (610) 239-4600.
<PAGE>
THIRD AVENUE TRUST (the "Trust")
PART B
The Statement of Additional Information for the Third Avenue Value Fund
(the "Value Fund") and Third Avenue Small-Cap Value Fund (the "Small-Cap
Value Fund") dated April 1, 1997, is incorporated herein by reference to
the Pre-Effective Amendment No. 1 to Registration Statement on Form N-1A
(File No. 333-20891) filed with the Securities and Exchange Commission on
March 31, 1997. The Statement of Additional Information is supplemented
by the financial statements as of August 31, 1997 filed herein to comply
with the Small-Cap Value Fund's undertaking to file a post-effective
amendment containing reasonably current financial statements which need
not be certified within four to six months of its effective date or
commencement of operations, whichever is later.
<PAGE>
September 30, 1997
THIRD AVENUE SMALL-CAP VALUE FUND
THIRD AVENUE VALUE FUND
The following information supplements the information contained in the
Funds' Statement of Additional Information dated April 1, 1997.
Shareholder Services
Any references within the Statement of Additional Information referring to
shareholders services phone number as (610) 239-4500 is hereby replaced
with (610) 239-4600.
Financial Statements
Unaudited financial statements for the period April 1, 1997, commencement
of operations, through August 31, 1997, for Third Avenue Small-Cap Value
Fund are attached hereto.
<PAGE>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments
at August 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Shares % of
or Units Issues Value Net Assets
<S> <C> <C> <C> <C>
Common Stocks -46.67%
Financial Insurance 85,100 CapMAC Holdings Inc. $ 2,361,525
40,300 Financial Security Assurance
Holdings Ltd. 1,674,969
---------------
4,036,494 5.62%
---------------
Insurance 1,000,000 Nissan Fire & Marine Insurance 4,406,017 6.13%
(Japan) ---------------
Manufactured Housing 32,400 Skyline Corp. 937,575 1.30%
----------------
Media 374,100 ValueVision International, Inc.
Class A/(a)/ 1,823,738 2.54%
----------------
Real Estate 102,400 Alico, Inc. 2,457,600
200,000 Tejon Ranch Co./(b)/ 5,400,000
---------------
7,857,600 10.94%
---------------
Retail 207,000 Value City Department Stores,
Inc./(a)/ 1,656,000 2.30%
---------------
Semiconductor 136,150 FSI International, Inc./(a)/ 2,518,775 3.51%
Equipment ---------------
Manufacturers
Title Insurance 24,000 First American Financial Corp. 1,074,000 1.49%
---------------
Venture Capital 50,000 Bel Fuse Inc./(a/ 893,750
50,000 Boston Communications Group, Inc./(a)/743,750
104,000 Glenayre Technologies, Inc./(a) 1,820,000
161,500 PictureTel Corp./(a)/ 2,018,750
110,000 Shiva Corp./(a)/ 1,622,500
8,400 Sparton Corp./(a)/ 128,100
183,900 Summa Four, Inc./(a)/ 1,471,200
37,300 Xircom, Inc./(a)/ 526,862
---------------
9,224,912 12.84%
---------------
Total Common Stocks
(Cost $ 27,230,984) 33,535,111
Principal
Amount ($)
U.S. Treasury Bills - 49.42%
35,526,000 U.S. Treasury Bill 4.50%, 9/4/97 35,512,678
----------------
Total U.S. Treasury Bills 35,512,678 49.42%
(Cost $35,512,678)
Total Investment Portfolio - 96.09%
(Cost $62,743,662) 69,047,789
----------------
Cash and Other Assets
Less Liabilities - 3.91% 2,806,422
----------------
NET ASSETS - 100.00% $ 71,854,211
----------------
(Applicable to 5,677,649
shares outstanding)
</TABLE>
Notes:
/(a)/Non-income producing securities.
/(b)/Restricted/fair value securities.
The accompanying notes are in integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Statement of Assets and Liabilities
August 31, 1997
(Unaudited)
<S> <C>
Assets:
Investments at value (identified cost of $62,743,662; Notes 1 and 4) $ 69,047,789
Cash and cash equivalents (Note 1) 916,156
Receivable for fund shares sold 2,510,893
Dividends and interest receivable (Note 1) 106,851
Deferred organizational costs (Note 1) 60,669
Other assets 17,189
Total assets 72,659,547
Liabilities:
Payable for securities purchased 333,262
Payable for fund shares redeemed 302,166
Payable to investment adviser 70,995
Accounts payable and accrued expenses 98,913
Total liabilities 805,336
Net assets $ 71,854,211
Summary of net assets:
Common stock, unlimited shares authorized, no par value,
5,677,649 shares outstanding $ 65,627,712
Accumulated undistributed net investment income 82,649
Accumulated net realized loss from investment transactions (160,277)
Net unrealized appreciation of investments 6,304,127
Net assets applicable to capital shares outstanding $ 71,854,211
Net asset value, offering and redemption price per share $ 12.66
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Statement of Operations
For the Period Ended August 31, 1997/*/
(Unaudited)
Investment Income:
Interest $ 298,851
Dividends 18,047
Total investment income 316,898
Expenses:
Investment advisory fees (Note 3) 111,368
Registration and filing fees 27,536
Auditing and tax consulting fees 20,046
Directors' fees and expenses 16,392
Administration fees (Note 3) 14,610
Transfer agent fees 13,387
Accounting services 10,970
Reports to shareholders 5,652
Custodian fees 5,554
Amortization of organizational expenses (Note 1) 5,330
Miscellaneous expenses 3,404
Total operating expenses 234,249
Net investment income 82,649
Realized and unrealized gains (losses) on investments:
Net realized losses on investments (160,277)
Net change in unrealized appreciation on investments 6,304,127
Net realized and unrealized gains on investments 6,143,850
Net increase in net assets resulting from operations $ 6,226,499
/*/ Commenced investment operations April 1, 1997.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Statement of Changes in Net Assets
For the
Period
Ended
August 31, 1997/*/
(Unaudited)
Operations:
Net investment income $ 82,649
Net realized losses on investments (160,277)
Net change in unrealized appreciation on investments 6,304,127
Net increase in net assets resulting from operations 6,226,499
Capital Share Transactions:
Proceeds from sale of shares 70,608,097
Cost of shares redeemed (4,980,385)
Net increase in net assets resulting from
capital share transactions 65,627,712
Net increase in net assets 71,854,211
Net assets at beginning of period -----
Net assets at end of period
(including undistributed net investment income of $82,649) $71,854,211
/*/ Commenced investment operations April 1, 1997.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Financial Highlights
Selected data (for a share outstanding throughout the period)
and ratios are as follows:
For the
Period
Ended
August 31, 1997/*/
(Unaudited)
Net Asset Value, Beginning of Period $10.00
Income from Investment Operations:
Net investment income .01
Net gain on securities (both realized and unrealized) 2.65
Total from Investment Operations 2.66
Net Asset Value, End of Period $12.66
Total Return 26.60%/1/
Ratios/Supplemental Data:
Net Assets, End of period (in thousands) $71,854
Ratio of Expenses to Average Net Assets 1.89%/2/
Ratio of Net Income to Average Net Assets 0.67%/2/
Portfolio Turnover Rate 9%/1/
Average Commission Rate Paid .0350
/1/Not Annualized.
/2/Annualized.
/*/Commenced investment operations April 1, 1997.
The accompanying notes are in integral part of the financial statements.
<PAGE>
Third Avenue Trust
Third Avenue Small-Cap Value Fund
Notes to Financial Statements
August 31, 1997
(Unaudited)
1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Third Avenue Trust (the "Trust") is an open-end management investment
company organized as a Delaware business trust pursuant to a Trust
Instrument dated October 31, 1996. The Trust currently consists of
two separate investment series; Third Avenue Value Fund and Third Avenue
Small-Cap Value Fund. Third Avenue Small-Cap Value Fund (the "Fund")
commenced investment operations on April 1, 1997. The Fund seeks to achieve
its investment objective of long-term capital appreciation by following a value
investing philosophy that seeks to acquire common stock of well financed
companies at a substantial discount to the Adviser's estimate of the issuing
company's private market value.
Accounting policies:
The policies described below are followed consistently by the Fund in
the preparation of its financial statements in conformity with generally
accepted accounting principles.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual
results could differ from those estimates.
Security valuation:
Securities traded on a principal stock exchange or the National Association
of Securities Dealers' Automated Quotation System ("NASDAQ") are valued at
the last quoted sales price or, in the absence of closing sales prices on
that day, securities are valued at the mean between the closing bid and asked
price. Temporary cash investments are valued at cost, plus accrued interest,
which approximates market.
The Fund may invest up to 15% of its total assets in securities which are
not readily marketable, including those which are restricted as to
disposition under applicable securities laws ("restricted securities").
Restricted securities and other securities and assets for which market
quotations are not readily available are valued at "fair value",
as determined in good faith by the Board of Trustees of the Funds,
although actual evaluations may be made by personnel acting under
procedures established by the Board. Such securities had a total
fair value of $5,400,000 or 7.52% of net assets, at August 31, 1997.
Among the factors considered by the Board of Trustees in determining
fair value are the type of security, trading in unrestricted securities
of the same issuer, the financial condition of the issuer, the Fund's
cost at the date of purchase, the percentage of the Fund's beneficial
ownership of the issuer's common stock and debt securities, the operating
results of the issuer, the discount from market value of any similar
unrestricted securities of the issuer at the time of purchase and
liquidation values of the issuer.
Security transactions and investment income:
Security transactions are accounted for on a trade date basis. Dividend
income is recorded on the ex-dividend date and interest income, including,
where applicable, amortization of premium and accretion of discount on
investments, is accrued daily, except when collection is not expected.
Realized gains and losses from securities transactions are reported on an
identified cost basis.
Organizational costs:
Organizational costs amounting to $66,000 are being amortized on a straight
line basis over five years from commencement of operations.
Distributions to shareholders:
Dividends from net investment income to shareholders and distributions
from realized gains on sales of securities are recorded on the ex-dividend
date.
Federal income taxes:
The Fund has complied and intends to continue to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies.
Therefore, no Federal income tax provision is required.
Cash and cash equivalents:
The Fund has defined cash and cash equivalents as cash in interest bearing
and non-interest bearing accounts.
2. SECURITIES TRANSACTIONS
Purchases and sales:
The aggregate cost of purchases, and aggregate proceeds from sales of
investments for the period ended August 31, 1997 were as follows:
Purchases Sales
$ 29,055,499 $ 1,664,238
3. INVESTMENT ADVISORY SERVICES AND DISTRIBUTION AGREEMENT
The Fund has an Investment Advisory Agreement with EQSF Advisers, Inc.
(the "Adviser") for investment advice and certain management functions.
The terms of the Investment Advisory Agreement provide for a monthly fee
of 1/12 of .90% (an annual fee of .90%) of the total average daily net assets,
payable each month. Additionally, under the terms of the Investment Advisory
Agreement, the Adviser pays certain expenses on behalf of the Fund, which are
reimbursable by the Fund, including salaries of non-officer employees, rent
and other miscellaneous expenses. Amounts reimbursed with respect to
non-officer salaries and rent are included under the caption Administration.
Whenever, in any fiscal year, the Fund's normal operating expenses, including
the investment advisory fee, but excluding brokerage commissions and interest
and taxes, exceeds 1.9% of the first $100 million of the Funds' average
daily net assets, and 1.5% of assets in excess of $100 million, the adviser
is obligated to reimburse the Fund in an amount equal to that excess.
If the Fund's operating expenses fall below the expense limitation, the Fund
will begin repaying the Adviser for the amount contributed on behalf of the
Fund.
4. RELATED PARTY TRANSACTIONS
Brokerage commissions:
Martin J. Whitman, the Chairman and a Trustee of the Fund, is the Chairman and
Chief Executive Officer of M.J. Whitman Holding Corp., which is the parent
of M.J. Whitman, Inc., a registered broker-dealer. For the period ended
August 31, 1997, the Fund incurred total brokerage commissions of $38,558,
of which $36,461 was paid to M.J. Whitman, Inc.
5. CAPITAL SHARE TRANSACTIONS
The Fund is authorized to issue an unlimited number of shares of beneficial
interest with no par value. Transactions in Capital Stock were as follows:
Period Ended
August 31, 1997
Increase in Fund shares:
Shares outstanding at beginning of period 0
Shares sold 6,125,511
Shares redeemed (447,862)
Net increase in Fund shares 5,677,649
Shares outstanding at end of period 5,677,649
6. FOREIGN CURRENCY TRANSLATION AND FOREIGN INVESTMENTS
The books and records of the Fund are maintained in U.S. dollars.
Foreign currency amounts are translated into U.S. dollars as follows:
Investments: At the prevailing rates of exchange on the valuation date.
Investment transactions and investment income: At the prevailing
rates of exchange on the date of such transactions.
Although the net assets of the Fund are presented at the foreign exchange
rates and market values at the close of the period, the Fund does not
isolate that portion of the results of operations arising as a result of
changes in the foreign exchange rates from the fluctuations arising from
changes in the market prices of the securities held at period end.
Similarly, the Fund does not isolate the effect of changes in foreign
exchange rates from the fluctuations arising from changes in the market
prices of securities sold during the period. Accordingly, realized and
unrealized foreign currency gains(losses) are included in the reported net
realized and unrealized gains (losses) on investment transactions and
balances.
7. RISKS RELATING TO CERTAIN INVESTMENTS
Foreign Securities:
The Fund intends to limit its investments in foreign securities to companies
issuing U.S. dollar-denominated American Depository Receipts or who otherwise
comply with SEC disclosure requirements. Investments in the securities of
foreign issuers may involve investment risks different from those of U.S.
issuers including possible political or economic instability of the country
of the issuer, the difficulty of predicting international trade patterns,
the possibility of currency exchange controls, the possible imposition of
foreign withholding tax on the interest income payable on such instruments,
the possible establishment of foreign controls, the possible seizure or
nationalization of foreign deposits or assets, or the adoption of other
foreign government restrictions that might adversely affect the foreign
securities held by the Fund. Foreign securities may also be subject to
greater fluctuations in price than securities of domestic corporations or
the U.S. Government.
<PAGE>
PART C - OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Included in Part A:
Financial Highlights for Third Avenue Value Fund for each of
the six years in the period ended October 31, 1996.
Unaudited Financial Highlights for Third Avenue Small-Cap
Value Fund for the period ended August 31, 1997 are included
in the Supplement to the Prospectus filed herewith.
Included in Part B of the Registration Statement:
Third Avenue Value Fund
Portfolio of Investments at October 31, 1996, Statement of
Assets and Liabilities at October 31, 1996, Statements of
Operations for the year ended October 31, 1996, Statement of
Changes in Net Assets for the year ended October 31, 1996,
Statement of Changes in Net Assets for the years ended
October 31, 1996 and 1995, Financial Highlights for the
years ended October 31, 1996, 1995, 1994, 1993 and 1992 and
Notes to Financial Statements for the year ended October 31,
1996. Reports of Independent Accountants. Incorporated by
reference to the Statement of Additional Information.
Third Avenue Small-Cap Value Fund
Unaudited Portfolio of Investments at August 31, 1997,
Statement of Assets and Liabilities at August 31, 1997,
Statements of Operations for the period ended August 31,
1997, Statement of Changes in Net Assets for the period
ended August 31, 1997, Statement of Changes in Net Assets
for the period ended August 31, 1997, Financial Highlights
for the period ended August 31, 1997, and Notes to Financial
Statements for the period ended August 31, 1997 -- Filed
herewith. This Post-Effective Amendment No. 1 is filed to
comply with the Small-Cap Value Fund's undertaking to file a
Post-Effective Amendment containing reasonably current
financial statements, which need not be certified, within
four to six months of its effective date or commencement of
operations, whichever is later.
(b) Exhibits:
Exhibits filed pursuant to Form N-1A:
(1) Trust Instrument and Certificate of Trust are
incorporated by reference to Exhibit No. (1) of
Registration Statement No. 333-20891 filed on January
31, 1997.
(2) By-Laws are incorporated by reference to Exhibit No.
(2) of Registration Statement No. 333-20891 filed on
January 31, 1997.
(5) Investment Advisory Contracts are incorporated by
reference to Exhibit No. (5) of Pre-Effective
Amendment No. 1 to the Registration Statement
No. 333-20891 filed March 25, 1997.
(6) Distribution Agreements are incorporated by reference
to Exhibit No. (6) of Pre-Effective Amendment No. 1 to
the Registration Statement No. 333-20891 filed March
25, 1997.
(8) Custodian Agreements
(a) Custody Agreement between Third Avenue Trust on
behalf of Third Avenue Value Fund and North
American Trust Company is incorporated by
reference to Exhibit
No. (8)(a) of Pre-Effective Amendment No. 1 to
the Registration Statement No. 333-20891 filed
March 25, 1997.
(b) Custody Agreement between Third Avenue Trust on
behalf of Third Avenue Small-Cap Value Fund and
Custodial Trust Company is incorporated by
reference to Exhibit No. (8)(b) of Pre-Effective
Amendment No. 1 to the Registration Statement
No. 333-20891 filed March 25, 1997.
(9) (a) Transfer Agent Services Agreement is
incorporated by reference to Exhibit No. (9)(a)
of Pre-Effective Amendment No. 1 to the
Registration Statement No. 333-20891 filed March
25, 1997.
(b) Administration Agreement is incorporated by
reference to Exhibit No. (9)(b) of Pre-Effective
Amendment No. 1 to the Registration Statement
No. 333-20891 filed March 25, 1997.
(c) Accounting Services Agreement is incorporated by
reference to Exhibit No. (9)(c) of Pre-Effective
Amendment No. 1 to the Registration Statement
No. 333-20891 filed March 25, 1997.
(10) (a) Opinion and Consent of Counsel regarding the
legality of the securities being issued is
incorporated by reference to Exhibit No. (10) of
Pre-Effective Amendment No. 1 to the
Registration Statement No. 333-20891 filed March
25, 1997.
(11) Consent of Independent Auditors -- N/A.
(14) Individual Retirement Account Disclosure Statement and
Custodial Account Agreement is incorporated by
reference to Exhibit No. (14) of Pre-Effective
Amendment No. 1 to the Registration Statement No.
333-20891 filed March 25, 1997.
(17) Financial Data Schedule
Third Avenue Small-Cap Value Fund -- Filed herewith.
(19) Trustees' Powers of Attorney are incorporated by
reference to Exhibit No. (19) of Registration
Statement No. 333-20891 filed on January 31, 1997.
Item 25. Persons Controlled By or Under Common Control with
Registrant.
Not Applicable.
Item 26. Number of holders of securities.
Title of Class
Common Stock Number of
Record Holders
(Par Value $.001) As of September 12,1997
Third Avenue Value Fund 29,442
Third Avenue Small-Cap Value Fund 2,066
Item 27. Indemnification.
Reference is made to Article X of the Registrant's Trust
Instrument which is incorporated by reference to Exhibit No.
(1) of Registration Statement No. 333-20891 filed on January
31, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant by the
Registrant pursuant to the Trust's Trust Instrument, its
By-Laws or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by trustees, officers or controlling persons of the
Registrant in connection with the successful defense of any
act, suit or proceeding) is asserted by such trustees,
officers or controlling persons in connection with shares
being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issues.
Item 28. Business and other connections of investment adviser.
EQSF Advisers, Inc., 767 Third Avenue, New York, New York
10017-2023 provides investment advisory services to
investment companies and as of August 31, 1997 had
approximately $1.52 billion in assets under management.
For information as to any other business, vocation or
employment of a substantial nature in which each Director or
officer of the Registrant's investment adviser has been
engaged for his own account or in the capacity of Director,
officer, employee, partner or trustee, reference is made to
Form ADV (File #801-27792) filed by it under the Investment
Advisers Act of 1940.
Item 29. Principal underwriters.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 30. Location of accounts and records.
All records described in Section 31 (a) of the Investment
Company Act of 1940, as amended and Rules 17 CFR 270.31a-1
to 31a-31 promulgated thereunder, are maintained by the
Trust's Investment Adviser, EQSF Advisers, Inc. 767 Third
Avenue, NY, NY 10017-2023, except for those records
maintained by the Trust's Custodians, North American Trust
Company, 525 B Street, San Diego, CA 92101-4492 and
Custodial Trust Company, 101 Carnegie Center, Princeton, NJ
08540-6231, and the Trust's Shareholder Service and Fund
Accounting and Pricing Agent, FPS Services, Inc., 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.
Item 31. Management services.
None.
Item 32. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 1 to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 26th
day of September, 1997.
THIRD AVENUE TRUST
Registrant
/s/ Martin J. Whitman
Martin J. Whitman, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of Third Avenue Trust has been signed below by
the following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ MARTIN J. WHITMAN
Martin J. Whitman Trustee September 26, 1997
/s/ BARBARA WHITMAN
Barbara Whitman Trustee September 26, 1997
/s/ PHYLLIS W. BECK
Phyllis W. Beck Trustee September 26, 1997
/s/ MARTIN SHUBIK
Martin Shubik Trustee September 26, 1997
/s/ TIBOR FABIAN
Tibor Fabian Trustee September 26, 1997
/s/ MYRON M. SHEINFELD
Myron M. Sheinfeld Trustee September 26, 1997
/s/ GERALD HELLERMAN
Gerald Hellerman Trustee September 26, 1997
/s/ CHARLES C. WALDEN
Charles C. Walden Trustee September 26, 1997
/s/ MARVIN MOSER
Marvin Moser Trustee September 26, 1997
<PAGE>
SCHEDULE OF EXHIBITS TO FORM N-1A
Exhibit
Number Exhibit
Item 24
(17) Financial Data Schedule for Third Avenue Small-Cap Value
Fund
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001031661
<NAME> THIRD AVENUE TRUST
<SERIES>
<NUMBER> 2
<NAME> THIRD AVENUE SMALL-CAP VALUE FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 62743662
<INVESTMENTS-AT-VALUE> 69047789
<RECEIVABLES> 2617744
<ASSETS-OTHER> 17189
<OTHER-ITEMS-ASSETS> 976825
<TOTAL-ASSETS> 72659547
<PAYABLE-FOR-SECURITIES> 333262
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 472074
<TOTAL-LIABILITIES> 805336
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 65627712
<SHARES-COMMON-STOCK> 5677649
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 82649
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (160277)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6304127
<NET-ASSETS> 71854211
<DIVIDEND-INCOME> 18047
<INTEREST-INCOME> 298851
<OTHER-INCOME> 0
<EXPENSES-NET> 234249
<NET-INVESTMENT-INCOME> 82649
<REALIZED-GAINS-CURRENT> (160277)
<APPREC-INCREASE-CURRENT> 6304127
<NET-CHANGE-FROM-OPS> 6226499
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6125511
<NUMBER-OF-SHARES-REDEEMED> 447862
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 71854211
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 111368
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 234249
<AVERAGE-NET-ASSETS> 29907844
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 2.65
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.66
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
