As filed with the Securities and Exchange Commission
on September 16, 1998
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. [ 6 ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. [ 7 ]
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)888-5222
(Registrant's Telephone Number, including Area Code)
Please send copies of communications to:
David M. Barse Richard T. Prins, Esq.
767 Third Avenue Skadden, Arps, Slate, Meagher & Flom LLP
New York, New York 10017-2023 919 Third Avenue, New York, NY 10022
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[ X ] 75 days after filing (or a later date determined by Registrant),
pursuant to paragragh (a)(2) of Rule 485.
<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 Cover Page; 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 Offered How to Purchase Shares, How
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;
Compensation Table
Item 15. Control Persons and Principal Principal Shareholders
Holders of Securities
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 Purchase Orders; Redemption
of Securities Being Offered Shares; (See 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. 6
to the Registration Statement.
<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 seven
years in the period ended October 31, 1997and the six months ended April 30,
1998. Financial Highlights for Third Avenue Small-Cap Value Fund for the period
from commencement of operations to October 31, 1997 and for the six months ended
April 30, 1998. Financial Highlights for Third Avenue High Yield Fund for the
period from commencement of operations to April 30, 1998.
Included in Part B of the Registration Statement:
Third Avenue Value Fund Portfolio of Investments at October 31, 1997,
Statement of Assets and Liabilities at October 31, 1997, Statements of
Operations for the year ended October 31, 1997, Statement of Changes in Net
Assets for the years ended October 31, 1997 and 1996, Financial Highlights for
the years ended October 31, 1997, 1996, 1995, 1994 and 1993 and Notes to
Financial Statements for the year ended October 31, 1997. Reports of Independent
Accountants. Portfolio of Investments at April 30, 1998, Statement of Assets and
Liabilities at April 30, 1998, Statements of Operations for the six months ended
April 30, 1998, Statement of Changes in Net Assets for the six months ended
April 30, 1998 and the year ended October 31, 1997, Financial Highlights for the
six months ended April 30, 1998 and the years ended October 31, 1997, 1996,
1995, 1994 and 1993 and Notes to Financial Statements for the six months ended
April 30, 1998. Incorporated by reference to the Statement of Additional
Information.
Third Avenue Small-Cap Value Fund Portfolio of Investments at October 31,
1997, Statement of Assets and Liabilities at October 31, 1997, Statements of
Operations for the period ended October 31, 1997, Statement of Changes in Net
Assets for the period ended October 31, 1997, Financial Highlights for the
period ended October 31, 1997 and Notes to Financial Statements for the period
ended October 31, 1997. Reports of Independent Accountants. Portfolio of
Investments at April 30, 1998, Statement of Assets and Liabilities at April 30,
1998, Statements of Operations for the six months ended April 30, 1998,
Statement of Changes in Net Assets for the six months ended April 30, 1998 and
the period ended October 31, 1997, Financial Highlights for the six months ended
April 30, 1998 and the period ended October 31, 1997 and Notes to Financial
Statements for the six months ended April 30, 1998. Incorporated by reference to
the Statement of Additional Information.
Third Avenue High Yield Fund Portfolio of Investments at April 30, 1998,
Statement of Assets and Liabilities at April 30, 1998, Statements of Operations
for the period ended April 30, 1998, Statement of Changes in Net Assets for the
period ended April 30, 1998, Financial Highlights for the period ended April 30,
1998 and Notes to Financial Statements for the six months ended April 30, 1998.
Incorporated by reference to the Statement of Additional Information.
(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 for Third Avenue Value Fund and Third Avenue
Small-Cap Value Fund 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. Investment Advisory Contract for the Third Avenue
High Yield Fund is incorporated by reference to Exhibit No. (5) of
Post-Effective Amendment No. 3 to the Registration Statement No. 333-20891
filed February 9, 1998. Investment Advisory Contract for the Third Avenue
Real Estate Value Fund is incorporated by reference by Exhibit No. (5) to
the Registration Statement No. 333-20891 filed September 11, 1998.
(6) Distribution Agreements for Third Avenue Value Fund and Third Avenue
Small-Cap Value Fund 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. Distribution Agreement for Third Avenue High Yield
Fund is incorporated by reference to Exhibit No. (6) of Post-Effective
Amendment No. 3 to the Registration Statement No. 333-20891 filed February
9, 1998. Distribution Agreement for the Third Avenue Real Estate Value Fund
is incorporated by reference to Exhibit No. (6) of Post-Effective Amendment
No. 5 to the Registration Statement No. 333-20891 filed September 11, 1998.
(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.
Amendment to Custody Agreement to include Third Avenue High Yield Fund
is incorporated by reference to Exhibit No. (8)(b) of Post-Effective
Amendment No. 3 to the Registration Statement No. 333-20891 filed February
9, 1998.
Amendment to Custody Agreement to include Third Avenue Real Estate
Value Fund is incorporated by reference to Exhibit No. (8)(b) of
Post-Effective Amendment No. 5 to the Registration Statement No. 333-20891
filed September 11, 1998.
(9) (a) Transfer Agent Services Agreement for Third Avenue Value Fund and Third
Avenue Small-Cap Value Fund 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.
Amendment to Transfer Agent Services Agreement to include Third Avenue
High Yield Fund is incorporated by reference to Exhibit No. (9)(a) of
Post-Effective Amendment No. 3 to the Registration Statement No. 333-20891
filed February 9, 1998.
Amendment to Transfer Agent Services Agreement to include Third Avenue
Real Estate Value Fund is incorporated by reference to Exhibit No. (9)(a)
of Post-Effective Amendment No. 5 to the Registration Statement No.
333-20891 filed September 11, 1998.
(b) Administration Agreement for Third Avenue Value Fund and Third
Avenue Small-Cap Value Fund 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.
Amendment to Administration Agreement to include Third Avenue High
Yield Fund is incorporated by reference to Exhibit No. (9)(b) of
Post-Effective
Amendment No. 3 to the Registration Statement No. 333-20891 filed
February 9, 1998.
Amendment to Administration Agreement to include Third Avenue Real
Estate Value Fund is incorporated by reference to Exhibit No. (9)(b) of
Post-Effective Amendment No. 5 to the Registration Statement No. 333-20891
filed September 11, 1998.
(c) Accounting Services Agreement for Third Avenue Value Fund and
Third Avenue Small-Cap Value Fund 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.
Amendment to Accounting Services Agreement to include Third Avenue
High Yield Fund is incorporated by reference to Exhibit No. (9)(c) of
Post-Effective Amendment No. 3 to the Registration Statement No. 333-20891
filed February 9, 1998.
Amendment to Accounting Services Agreement to include Third Avenue
Real Estate Value Fund is incorporated by reference to Exhibit No. (9)(c)
of Post-Effective Amendment No. 5 to the Registration Statement No.
333-20891 filed September 11, 1998.
(10) (a) Opinion and Consent of Counsel regarding the legality of the securities
being issued is filed herewith.
(11) Consent of Independent Auditors is incorporated by reference to Exhibit No.
(11) of Post-Effective Amendment No. 5 to the Registration Statement No.
333-20891 filed September 11, 1998.
(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 Value Fund is incorporated by reference to Exhibit No.
(17) of Post-Effective Amendment No. 3 to the Registration Statement No.
333-20891 filed February 9, 1998.
Third Avenue Small-Cap Value Fund is incorporated by reference to
Exhibit No. (17) of Post-Effective Amendment No. 3 to the Registration
Statement No. 333-20891 filed February 9, 1998.
(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
(No Par Value) As of August 28 , 1998
Third Avenue Value Fund 39,173
Third Avenue Small-Cap Value Fund 4,617
Third Avenue High Yield Fund 263
Item 27. Indemnification.
Reference is made to Article X of the Registrant's Trust Instrument.
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
September 3, 1998 had approximately $1,655 million 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, First Data Corporation, 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.
Item 31. Management services.
None.
Item 32. Undertakings.
a) Third Avenue Real Estate Value Fund hereby undertakes to provide
each person to whom a prospectus is delivered with a copy of the Funds
latest annual report to shareholders, containing the information
called for by Item 5A, upon request and without charge.
<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. 6 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 16th day of September, 1998.
THIRD AVENUE TRUST
Registrant
/s/ Martin J. Whitman
Martin J. Whitman, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to the 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 9/16/98
/s/ PHYLLIS W. BECK
Phyllis W. Beck Trustee 9/16/98
/s/ MARTIN SHUBIK
Martin Shubik Trustee 9/16/98
/s/ MYRON M. SHEINFELD
Myron M. Sheinfeld Trustee 9/16/98
/s/ GERALD HELLERMAN
Gerald Hellerman Trustee 9/16/98
/s/ CHARLES C. WALDEN
Charles C. Walden Trustee 9/16/98
/s/ MARVIN MOSER
Marvin Moser Trustee 9/16/98
/s/ BARBARA WHITMAN
Barbara Whitman Trustee 9/16/98
/s/ LUCINDA FRANKS
Lucinda Franks Trustee 9/16/98
<PAGE>
SCHEDULE OF EXHIBITS TO FORM N-1A
Exhibit
Number Exhibit
Item 24 (b)
(10) Opinion of Counsel
[LETTERHEAD]
September 16, 1998
Third Avenue Trust
767 Third Avenue
New York, New York 10017-2023
Re: Third Avenue Trust -
Registration Statement on Form N-1A
(File Nos. 33-20891 and 811-8039)
Ladies and Gentlemen:
We have acted as counsel to Third Avenue Trust, a Delaware business trust
(the "Trust"), in connection with Post-Effective Amendment No. 6 to be filed
with the Commission on the date hereof (the "Registration Statement") to the
Trust's Registration Statement on Form N-1A originally filed with the Securities
and Exchange Commission (the "Commission") on January 28, 1997, relating to the
registration of a new series of the Trust, Third Avenue Real Estate Value Fund
(the "Fund"), and to the issuance by the Trust of an indefinite number of shares
of beneficial interest par value of $0.001 per share (the "Shares") of the Fund
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Agreement and Declaration of Trust of the Trust executed by
the Trustees named therein (the "Declaration of Trust") and the By-laws of the
Trust, (iii) the Certificate of Trust of the Trust filed with the Secretary of
State of the State of Delaware on October 31, 1996, (iv) copies of certain
resolutions adopted
<PAGE>
September 16, 1998
Page 2
by the Board of Trustees of the Trust relating to the
authorization, issuance and sale of the Shares, the filing of any Registration
Statement and related matters, and (v) such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed we have assumed that the
parties thereto, other than the Trust, had or will have the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Trust and others.
Members of our firm are admitted to the Bar in the State of New York, and
we do not express any opinion as to any laws other than the Business Trust Act
of the State of Delaware.
Based upon and subject to the assumptions, qualifications and limitations
set forth herein, and assuming that all of the Shares will be issued and sold
for cash at a per-share public offering price not less than par value thereof,
on the date of their sale in accordance with resolutions adopted by the Board of
Trustees and the Declaration of Trust, it is our opinion that, when issued and
sold by the Trust, the Shares will be validly issued, fully paid and
nonassessable.
<PAGE>
September 16, 1998
Page 3
We hereby consent to the filing of this opinion with the Commission as
Exhibit 10 to the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Commission.
Very truly yours,
/s/Skadden, Arps, Slate,
Meagher & Flom LLP
