[logo
Third Avenue Funds]
Dear Shareholder,
URGENT Not too long ago we sent you a proxy card and materials for
PLEASE VOTE Third Avenue High Yield Fund (the Fund) explaining the
YOUR SHARES proposals up for a vote at the February 23, 2000 shareowner
TODAY meeting. WE NEED YOU TO CAST YOUR VOTE!
If you have not already completed and returned the proxy
card included in our earlier package, PLEASE TAKE A MOMENT
NOW TO COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT TO US IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
The proposal has been reviewed and unanimously approved by
your Fund's Board of Trustees, which recommends that you
vote FOR the proposal.
PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER
HOW MANY SHARES YOU OWN.
THE PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
YOUR FUND AND PIONEER HIGH YIELD FUND. Under this Agreement,
your Fund will transfer all of its assets to Pioneer High
Yield Fund in exchange for Class A shares of Pioneer High
Yield Fund. The reorganization is intended to be tax free
for U.S. federal income tax purposes.
Your Fund and Pioneer High Yield Fund have similar
investment objectives; both seek to maximize total return
through a combination of income and capital appreciation.
The Funds also have similar investment styles, policies and
restrictions.
If the Proposal is approved, you will receive Class A shares
of Pioneer High Yield Fund and your Fund will be liquidated.
Your Fund's Trustees believe the proposed reorganization is
advantageous because it offers:
o Continuity of investment management through Margaret
Patel, your Fund's portfolio manager, who will be
Pioneer High Yield Fund's portfolio manager. Ms. Patel
is not expected to continue as your Fund's portfolio
manager if the proposal is not approved.
o Lower initial actual expenses than your Fund's current
actual expenses and the potential for lower future
expenses than your Fund's expenses.
o Access through exchanges to Pioneer's family of over 20
mutual funds, which will provide you with additional
investment options.
You should understand that if you vote in favor of the
reorganization, you are approving a reorganization into a
class of shares subject to Rule 12b-1 distribution fees.
Cast your vote by completing and signing the proxy card
enclosed in this package. Please mail your completed and
signed proxy as quickly as possible, using the postage-paid
envelope provided.
Sincerely,
/s/ Martin J. Whitman
Martin J. Whitman
Chairman of the Board
Third Avenue Trust
767 Third Avenue New York, NY 10017 Phone (212) 888-6685
Toll Free (800) 443-1021 Fax (212) 888-6757
7837-00-0100
<PAGE>
[logo
Third Avenue Funds]
Dear Shareholder,
URGENT Not too long ago we sent you a proxy card and materials for
PLEASE VOTE Third Avenue High Yield Fund (the Fund) explaining the
YOUR SHARES proposals up for a vote at the February 23, 2000 shareowner
TODAY meeting. WE NEED YOU TO CAST YOUR VOTE!
If you have not already completed and returned the proxy
card included in our earlier package, PLEASE TAKE A MOMENT
NOW TO COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT TO US IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
The proposal has been reviewed and unanimously approved by
your Fund's Board of Trustees, which recommends that you
vote FOR the proposal.
PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER
HOW MANY SHARES YOU OWN.
THE PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
YOUR FUND AND PIONEER HIGH YIELD FUND. Under this Agreement,
your Fund will transfer all of its assets to Pioneer High
Yield Fund in exchange for Class A shares of Pioneer High
Yield Fund. The reorganization is intended to be tax free
for U.S. federal income tax purposes.
Your Fund and Pioneer High Yield Fund have similar
investment objectives; both seek to maximize total return
through a combination of income and capital appreciation.
The Funds also have similar investment styles, policies and
restrictions.
If the Proposal is approved, you will receive Class A shares
of Pioneer High Yield Fund and your Fund will be liquidated.
Your Fund's Trustees believe the proposed reorganization is
advantageous because it offers:
o Continuity of investment management through Margaret
Patel, your Fund's portfolio manager, who will be
Pioneer High Yield Fund's portfolio manager. Ms. Patel
is not expected to continue as your Fund's portfolio
manager if the proposal is not approved.
o Lower initial actual expenses than your Fund's current
actual expenses and the potential for lower future
expenses than your Fund's expenses.
o Access through exchanges to Pioneer's family of over 20
mutual funds, which will provide you with additional
investment options.
You should understand that if you vote in favor of the
reorganization, you are approving a reorganization into a
class of shares subject to Rule 12b-1 distribution fees.
Cast your vote by completing and signing the proxy card
enclosed in this package. Please mail your completed and
signed proxy as quickly as possible, using the postage-paid
envelope provided.
Please feel free to call 1-800-443-1021 if you have any
questions about the proposal or the process for voting your
shares. Thank you for your prompt response.
Sincerely,
/s/ Martin J. Whitman
Martin J. Whitman
Chairman of the Board
Third Avenue Trust
767 Third Avenue New York, NY 10017 Phone (212) 888-6685
Toll Free (800) 443-1021 Fax (212) 888-6757
7291-00-0100
<PAGE>
[landscape oriented on perforated top of proxy card]
[triangle] Please fold and detach card at perforation before mailing [triangle]
- --------------------------------[perforation]-----------------------------------
PROXY PROXY
THIRD AVENUE HIGH YIELD FUND
PROXY FOR THE MEETING OF SHAREHOLDERS
To be held February 23, 2000
I (we), having received notice of the meeting and management's proxy
statement therefor, and revoking all prior proxies, hereby appoint David M.
Barse, Michael T. Carney and Ian M. Kirschner, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Meeting of Shareholders of my (our) fund to be
held on Wednesday, February 23, 2000, at 2:00 p.m. (New York time) at Four Times
Square, 37th Floor, New York, New York 10036, and any adjourned session or
sessions thereof, and there to vote and act upon the following matter (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL.
Note: In signing, please write
name(s) exactly as appearing
hereon. When signing as attorney,
executor, administrator or other
fiduciary, please give your full
title as such. Joint owners
should each sign personally.
________________________________
Signature(s)
Date ___________________________
TAHYF
<PAGE>
[triangle] Please fold and detach card at perforation before mailing [triangle]
- --------------------------------[perforation]-----------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. IF YOU VOTE IN
FAVOR OF THE REORGANIZATION, YOU ARE APPROVING A REORGANIZATION INTO A CLASS OF
SHARES SUBJECT TO RULE 12B-1 DISTRIBUTION FEES. THE BOARD RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization between your fund and
Pioneer High Yield Fund as more fully [ ] [ ] [ ]
described in the proxy statement.
